Exhibit 4.1 


 


EXECUTION VERSION


 


CITIGROUP COMMERCIAL MORTGAGE SECURITIES
INC.,

Depositor,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer,


 


Midland
Loan Services, a Division of PNC Bank, National Association,

Special Servicer,


 


Park
Bridge Lender Services LLC,

Operating Advisor and Asset Representations Reviewer,


 


CITIBANK, N.A.,

Certificate Administrator,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

Trustee


 


 



POOLING AND SERVICING AGREEMENT

Dated as of April 1, 2016


 


 

Commercial Mortgage Pass-Through Certificates

Series 2016-GC37


 




    	 



    	 



    

 





	 	TABLE OF CONTENTS
	 	 
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS
	Section 1.01	Defined Terms	 	4
	Section 1.02	Certain Calculations	 	125
	Section 1.03	Certain Constructions	 	129
	 	 	 	 
	ARTICLE II
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;
 ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	130
	Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate Administrator	 	135
	Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	 	137
	Section 2.04	Representations and Warranties of the Depositor	 	153
	Section 2.05	Representations, Warranties and Covenants of the Master Servicer	 	154
	Section 2.06	Representations, Warranties and Covenants of the Special Servicer	 	156
	Section 2.07	Representations and Warranties of the Trustee	 	158
	Section 2.08	Representations and Warranties of the Certificate Administrator	 	160
	Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	 	161
	Section 2.10	Representations, Warranties and Covenants of the Asset Representations Reviewer	 	163
	Section 2.11	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	 	164
	Section 2.12	Miscellaneous REMIC and Grantor Trust Provisions	 	165
	 	 	 	 
	ARTICLE III
	 	 	 	 
	ADMINISTRATION AND SERVICING 
 OF THE MORTGAGE LOANS
	 	 	 	 
	Section 3.01	Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Mortgage Loans	 	166
	Section 3.02	Liability of the Master Servicer	 	179
	Section 3.03	Collection of Certain Mortgage Loan Payments	 	179
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	 	181


 


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	 	 	 	Page
	 	 	 	 
	Section 3.05	Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	 	184
	Section 3.05 A.	Loan Combination Custodial Account	 	188
	Section 3.06	Permitted Withdrawals From the Collection Account	 	190
	Section 3.06 A.	Permitted Withdrawals From the Loan Combination Custodial Account	 	197
	Section 3.07	Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	 	202
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	 	204
	Section 3.09	Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	 	209
	Section 3.10	Appraisal Reductions; Calculation and allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	 	215
	Section 3.11	Trustee and Custodian to Cooperate; Release of Mortgage Files	 	222
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	 	223
	Section 3.13	Compensating Interest Payments	 	231
	Section 3.14	Application of Penalty Charges and Modification Fees	 	232
	Section 3.15	Access to Certain Documentation	 	233
	Section 3.16	Title and Management of REO Properties	 	235
	Section 3.17	Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans	 	240
	Section 3.18	Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder	 	248
	Section 3.19	Lock-Box Accounts, Escrow Accounts	 	249
	Section 3.20	Property Advances	 	249
	Section 3.21	Appointment of Special Servicer; Asset Status Reports	 	253
	Section 3.22	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	 	258
	Section 3.23	Interest Reserve Account	 	259
	Section 3.24	Modifications, Waivers, Amendments and Other Actions	 	259
	Section 3.25	Additional Obligations With Respect to Certain Mortgage Loans	 	265
	Section 3.26	Certain Matters Relating to the Outside Serviced Mortgage Loans	 	266
	Section 3.27	Additional Matters Regarding Advance Reimbursement	 	266
	Section 3.28	Serviced Companion Loan Intercreditor Matters	 	268
	Section 3.29	Appointment and Duties of the Operating Advisor	 	270
	Section 3.30	Rating Agency Confirmation	 	275
	Section 3.31	General Acknowledgement Regarding Companion Loan Holders	 	278
	Section 3.32	Delivery of Excluded Information to the Certificate Administrator	 	278
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 
	Section 4.01	Distributions	 	279


 


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	 	 	 	Page
	 	 	 	 
	Section 4.02	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	 	292
	Section 4.03	Compliance With Withholding Requirements	 	310
	Section 4.04	REMIC Compliance	 	311
	Section 4.05	Imposition of Tax on the Trust REMICs	 	313
	Section 4.06	Remittances; P&I Advances	 	314
	Section 4.07	Grantor Trust Reporting	 	319
	Section 4.08	Calculations	 	321
	Section 4.09	Secure Data Room	 	321
	 	 	 	 
	ARTICLE V
	 	 	 	 
	THE CERTIFICATES
	 	 	 	 
	Section 5.01	The Certificates	 	322
	Section 5.02	Form and Registration	 	323
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	326
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	333
	Section 5.05	Persons Deemed Owners	 	334
	Section 5.06	Appointment of Paying Agent	 	334
	Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	 	334
	Section 5.08	Actions of Certificateholders	 	335
	Section 5.09	Authenticating Agent	 	336
	Section 5.10	Appointment of Custodian	 	337
	Section 5.11	Maintenance of Office or Agency	 	338
	Section 5.12	Exchanges of Exchangeable Certificates	 	338
	Section 5.13	Voting Procedures	 	340
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE 
 OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE 
 CONTROLLING CLASS REPRESENTATIVE
	 	 	 	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	 	341
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	342
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	342
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	 	344
	Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	 	346
	Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	 	347
	Section 6.07	Rating Agency Fees	 	348


 


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	 	 	 	Page
	 	 	 	 
	Section 6.08	Termination of the Special Servicer Without Cause	 	348
	Section 6.09	The Directing Holder and the Controlling Class Representative	 	355
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	DEFAULT
	 	 	 	 
	Section 7.01	Servicer Termination Events	 	361
	Section 7.02	Trustee to Act; Appointment of Successor	 	368
	Section 7.03	Notification to Certificateholders	 	369
	Section 7.04	Other Remedies of Trustee	 	370
	Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	 	370
	Section 7.06	Termination of the Operating Advisor	 	372
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	375
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	378
	Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	 	381
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	 	382
	Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	 	383
	Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	 	385
	Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	 	386
	Section 8.08	Successor Trustee or Successor Certificate Administrator	 	388
	Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	 	389
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	389
	Section 8.11	Access to Certain Information	 	391
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
	 	 	 	 
	Section 9.01	Termination; Optional Mortgage Loan Purchase	 	393
	 	 	 	 
	ARTICLE X
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 
	Section 10.01	Intent of the Parties; Reasonableness	 	397


 


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	 	 	 	Page
	 	 	 	 
	Section 10.02	Succession; Sub-Servicers; Subcontractors	 	398
	Section 10.03	Filing Obligations	 	400
	Section 10.04	Form 10-D Filings	 	401
	Section 10.05	Form 10-K Filings	 	405
	Section 10.06	Sarbanes-Oxley Certification	 	408
	Section 10.07	Form 8-K Filings	 	409
	Section 10.08	Annual Compliance Statements	 	411
	Section 10.09	Annual Reports on Assessment of Compliance With Servicing Criteria	 	412
	Section 10.10	Annual Independent Public Accountants’ Servicing Report	 	414
	Section 10.11	Significant Obligors	 	415
	Section 10.12	Indemnification	 	417
	Section 10.13	Amendments	 	420
	Section 10.14	Regulation AB Notices	 	420
	Section 10.15	Termination of the Certificate Administrator	 	420
	Section 10.16	Termination of the Master Servicer or the Special Servicer	 	421
	Section 10.17	Termination of Sub-Servicing Agreements	 	421
	Section 10.18	Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	 	421
	Section 10.19	Termination of Exchange Act Filings With Respect to the Trust	 	424
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	ASSET REVIEW PROVISIONS
	 	 	 	 
	Section 11.01	Asset Review	 	424
	Section 11.02	Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability	 	431
	Section 11.03	Resignation of the Asset Representations Reviewer	 	432
	Section 11.04	Restrictions of the Asset Representations Reviewer	 	433
	Section 11.05	Termination of the Asset Representations Reviewer	 	433
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	Section 12.01	Counterparts	 	436
	Section 12.02	Limitation on Rights of Certificateholders	 	436
	Section 12.03	Governing Law	 	437
	Section 12.04	Notices	 	437
	Section 12.05	Severability of Provisions	 	440
	Section 12.06	Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	 	440
	Section 12.07	Amendment	 	442
	Section 12.08	Confirmation of Intent	 	445
	Section 12.09	Third-Party Beneficiaries	 	446


 


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	 	 	 	Page
	 	 	 	 
	Section 12.10	Request by Certificateholders or the Serviced Companion Loan Holder	 	446
	Section 12.11	Waiver of Jury Trial	 	446
	Section 12.12	Submission to Jurisdiction	 	447
	Section 12.13	Exchange Act Rule 17g-5 Procedures	 	447
	Section 12.14	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	 	452
	Section 12.15	PNC Bank, National Association	 	453


 


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TABLE OF EXHIBITS 


	 	 	 
	Exhibit A-1	Form of Class A-1 Certificate	 
	Exhibit A-2	Form of Class A-2 Certificate	 
	Exhibit A-3	Form of Class A-3 Certificate	 
	Exhibit A-4	Form of Class A-4 Certificate	 
	Exhibit A-5	Form of Class A-AB Certificate	 
	Exhibit A-6	Form of Class X-A Certificate	 
	Exhibit A-7	Form of Class X-B Certificate	 
	Exhibit A-8	Form of Class A-S Certificate	 
	Exhibit A-9	Form of Class B Certificate	 
	Exhibit A-10	Form of Class EC Certificate	 
	Exhibit A-11	Form of Class C Certificate	 
	Exhibit A-12	Form of Class D Certificate	 
	Exhibit A-13	Form of Class X-D Certificate	 
	Exhibit A-14	Form of Class E Certificate	 
	Exhibit A-15	Form of Class F Certificate	 
	Exhibit A-16	Form of Class G Certificate	 
	Exhibit A-17	Form of Class H Certificate	 
	Exhibit A-18	Form of Class R Certificate	 
	Exhibit B	Mortgage Loan Schedule	 
	Exhibit C	Form of Request for Release	 
	Exhibit D	Form of Distribution Date Statement	 
	Exhibit E	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate	 
	Exhibit F	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate	 
	Exhibit G	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period	 
	Exhibit H	Form of Certification to be given by Certificate Owner of Temporary Regulation S Global Certificate	 
	Exhibit I	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate	 
	Exhibit J	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate	 
	Exhibit K	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate	 
	Exhibit L-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 L-2	Form of Transferor Letter	 
	Exhibit L-3	Form of Transferee Letter	 
	Exhibit L-4	Form of Investment Representation Letter	 
	Exhibit M-1A	Form of Investor Certification for Obtaining Information and Notices (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)	 



 






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	Exhibit M-1B	Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1C	Form of Investor Certification for Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1D	Form of Investor Certification for Borrower Party (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)
	Exhibit M-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit M-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit M-1G	Form of Certification of the Controlling Class Representative
	Exhibit M-2A	Form of Investor Certification for Exercising Voting Rights for Non-Borrower Party
	Exhibit M-2B	Form of Investor Certification for Exercising Voting Rights for Borrower Party
	Exhibit M-3	Form of Online Vendor Certification
	Exhibit M-4	Form of Confidentiality Agreement
	Exhibit M-5	Form of NRSRO Certification
	Exhibit N	Custodian Certification
	Exhibit O	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit P	Supplemental Servicer Schedule
	Exhibit Q	[Reserved]
	Exhibit R	Form of Operating Advisor Annual Report
	Exhibit S	Sub-Servicing Agreements
	Exhibit T	Form of Recommendation of Special Servicer Termination
	Exhibit U	Additional Form 10-D Disclosure
	Exhibit V	Additional Form 10-K Disclosure
	Exhibit W-1	Form of Additional Disclosure Notification
	Exhibit W-2	Form of Additional Disclosure Notification (Accounts)
	Exhibit W-3	Form of Notice of Additional Indebtedness Notification
	Exhibit X	Form Certification to be Provided with Form 10-K
	Exhibit Y-1	Form of Certification to be Provided to Depositor by the Certificate Administrator
	Exhibit Y-2	Form of Certification to be Provided to Depositor by the Master Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor by the Special Servicer
	Exhibit Y-4	Form of Certification to be Provided to Depositor by the Operating Advisor
	Exhibit Y-5	Form of Certification to be Provided to Depositor by the Custodian
	Exhibit Y-6	Form of Certification to be Provided to Depositor by the Trustee
	Exhibit Y-7	Form of Certification to be Provided to Depositor by the Asset Representations Reviewer
	Exhibit Y-8	Form of Certification to be Provided to Depositor by a Sub-Servicer
	Exhibit Z	Form 8-K Disclosure Information
	Exhibit AA-1	Form of Power of Attorney for Master Servicer
	Exhibit AA-2	Form of Power of Attorney for Special Servicer
	Exhibit BB	Class A-AB Scheduled Principal Balance
	Exhibit CC-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit CC-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights


 


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	Exhibit DD	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit EE	Form of Notice of Exchange of Exchangeable Certificates
	Exhibit FF	Form of Notice Regarding Outside Serviced Mortgage Loan
	Exhibit GG	Specified Mortgage Loans
	Exhibit HH	Form of Asset Review Report
	Exhibit II	Form of Asset Review Report Summary
	Exhibit JJ	Asset Review Procedures
	Exhibit KK	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit LL	Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]


 


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Pooling and Servicing
Agreement, dated as of April 1, 2016, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor, Park Bridge Lender Services LLC, as Asset Representations Reviewer, Citibank,
N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee.


 


PRELIMINARY STATEMENT:



(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


The Depositor intends
to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. As provided herein, the Certificate Administrator
will elect that two segregated portions of the Trust Fund (other than the Class A-S Specific Grantor Trust Assets, the Class B
Specific Grantor Trust Assets, any Excess Interest Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class EC
Specific Grantor Trust Assets and the proceeds of the foregoing) be treated for federal income tax purposes as two separate REMICs
(designated as the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively). The Regular
Certificates and the Class EC Regular Interests will represent “regular interests” in the Upper-Tier REMIC, and the
Upper-Tier Residual Interest will be the sole class of “residual interests” in the Upper-Tier REMIC.


 


There are also (i) 13
classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (designated as the Class LA-1, Class LA-2,
Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE,
Class LF, Class LG and Class LH Interests), each of which will constitute a class of “regular interests”
in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual Interest, which will be the sole class of “residual interests”
in the Lower-Tier REMIC.


 


The Lower-Tier Regular
Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The Class R Certificates will represent both the
Lower-Tier Residual Interest and the Upper-Tier Residual Interest.


 


The parties intend that
(i) the portion of the Trust Fund representing the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust
Assets, the Class C Specific Grantor Trust Assets, the Class EC Specific Grantor Trust Assets, any Excess Interest Grantor Trust
Assets and the proceeds of the foregoing will be treated as assets of a grantor trust under subpart E of Part I of subchapter J
of the Code and (ii) the beneficial interests in such grantor trust will be represented by the Class A-S Certificates, the
Class B Certificates, the Class C Certificates, the Class EC Certificates and any Excess Interest Certificates.


 


    	 



    	 



    
 

UPPER-TIER REMIC


 


The following table sets
forth the Class designation, the approximate initial pass-through rate and the aggregate initial principal amount (the “Original
Certificate Balance”) or, in the case of the Class X-A, Class X-B and Class X-D Certificates, notional amount
(the “Original Notional Amount”), as applicable, for each Class of Certificates and each Class EC Regular Interest
comprising or evidencing the interests in the Upper-Tier REMIC created hereunder:


 


	Class Designation

	 	Approximate

                                         Initial

                                         Pass-Through Rate

                                         (per annum)

	 	Original

                                         Certificate Balance / Original 

                                         Notional Amount


	Class A-1	 	1.635%	 	$21,993,000
	Class A-2	 	2.022%	 	$19,474,000
	Class A-3	 	3.050%	 	$175,000,000
	Class A-4	 	3.314%	 	$227,379,000
	Class A-AB	 	3.098%	 	$42,462,000
	Class X-A(1)	 	1.812%	 	$526,255,000
	Class X-B(1)	 	0.690%	 	$33,868,000
	Class A-S Regular Interest	 	3.576%	 	$39,947,000
	Class B Regular Interest	 	4.233%	 	$33,868,000
	Class C Regular Interest	 	4.923%	 	$32,999,000
	Class D	 	2.788%	 	$38,210,000
	Class X-D(1)	 	2.135%	 	$38,210,000
	Class E	 	4.923%	 	$19,105,000
	Class F	 	4.923%	 	$7,816,000
	Class G	 	4.923%	 	$7,816,000
	Class H	 	4.923%	 	$28,657,724
	Class R(2)	 	N/A	 	N/A



 


 






		(1)	The Class X-A, Class X-B and Class X-D Certificates will not have Certificate Balances;
rather, each such Class of Certificates will accrue interest as provided herein on the related Notional Amount.



 


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



 


LOWER-TIER REMIC


 


The following table sets
forth the Class designation, the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interest”)
and its original Lower-Tier Principal Balance, and the corresponding component of the Class X Certificates (the


 



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“Corresponding
Component”) for each Class of Regular Certificates and each Class EC Regular Interest. Each Class of Regular Certificates
(other than the Class X Certificates) and each Class EC Regular Interest constitutes the “Corresponding Certificates”
with respect to that Class’ or Class EC Regular Interest’s Corresponding Lower-Tier Regular Interest and Corresponding
Component.


 


	Class Designation

	 	Corresponding

                                         Lower-Tier Regular 

                                         Interest(1)(2)

	 	Original
                                         Lower-Tier 

                                         Principal Balance

	 	Corresponding
                                         

                                         Component(2)


	Class A-1	 	LA-1	 	$21,993,000	 	Class A-1
	Class A-2	 	LA-2	 	$19,474,000	 	Class A-2
	Class A-3	 	LA-3	 	$175,000,000	 	Class A-3
	Class A-4	 	LA-4	 	$227,379,000	 	Class A-4
	Class A-AB	 	LA-AB	 	$42,462,000	 	Class A-AB
	Class A-S Regular Interest	 	LA-S	 	$39,947,000	 	Class A-S
	Class B Regular Interest	 	LB	 	$33,868,000	 	Class B
	Class C Regular Interest	 	LC	 	$32,999,000	 	N/A
	Class D	 	LD	 	$38,210,000	 	Class D
	Class E	 	LE	 	$19,105,000	 	N/A
	Class F	 	LF	 	$7,816,000	 	N/A
	Class G	 	LG	 	$7,816,000	 	N/A
	Class H	 	LH	 	$28,657,724	 	N/A


 


 




		(1)	The interest rate of each Lower-Tier Regular Interest is the WAC Rate.



 


		(2)	The Corresponding Lower-Tier Regular Interest and Corresponding Component with respect to any Class
of Regular Certificates or any Class EC Regular Interest are also the Corresponding Lower-Tier Regular Interest and Corresponding
Component with respect to each other.



 


GRANTOR TRUST


 


The portions of the Trust
Fund consisting of the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific
Grantor Trust Assets, the Class EC Specific Grantor Trust Assets and any Excess Interest Grantor Trust Assets shall be treated
as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income
tax purposes. The Class A-S Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting
of the Class A-S Specific Grantor Trust Assets. The Class B Certificates shall represent undivided beneficial interests in the
portion of the Grantor Trust consisting of the Class B Specific Grantor Trust Assets. The Class EC Certificates shall represent
undivided beneficial interests in the portion of the Grantor Trust consisting of the Class EC Specific Grantor Trust Assets. The
Class C Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class
C Specific Grantor Trust Assets. The Excess Interest Certificates shall represent undivided beneficial interests in the portion
of the Grantor Trust consisting of any Excess Interest Grantor Trust Assets. As provided herein, the Certificate Administrator
shall not take any actions that


 



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would cause the Grantor Trust to either (i) lose its status as a “grantor trust” or
(ii) be treated as part of either Trust REMIC.


 


The following table sets
forth the Class designation, the approximate initial Pass-Through Rate and the Original Certificate Balance for each Class of Exchangeable
Certificates representing a beneficial ownership interest in one or more of the Class EC Regular Interests:


 


	Class Designation

	 	Approximate
                                         Initial 

                                         Pass-Through Rate 

                                         (per annum)

	 	Original
                                         Certificate 

                                         Balance


	Class A-S(1)	 	3.576%	 	  $39,947,000
	Class B(2)	 	4.233%	 	  $33,868,000
	Class EC(3)	 	N/A(4)	 	  $0
	Class C(5)	 	4.923%	 	  $32,999,000


 

		(1)	The Class A-S Certificates represent a beneficial ownership interest in the Class A-S Percentage
Interest of the Class A-S Regular Interest. The aggregate Certificate Balance of the Class A-S Certificates and the Class EC Component
A-S will at all times equal the Certificate Balance of the Class A-S Regular Interest.



 


		(2)	The Class B Certificates represent a beneficial ownership interest in the Class B Percentage Interest
of the Class B Regular Interest. The aggregate Certificate Balance of the Class B Certificates and the Class EC Component B
will at all times equal the Certificate Balance of the Class B Regular Interest.



 


		(3)	The Class EC Certificates represent a beneficial ownership interest in the Class A-S-Exchange Percentage
Interest of the Class A-S Regular Interest, the Class B-Exchange Percentage Interest of the Class B Regular Interest and the Class
C-Exchange Percentage Interest of the Class C Regular Interest.



 


		(4)	The Class EC Certificates will not have a Pass-Through Rate, but will be entitled to receive the
sum of the interest distributable on the Class EC Percentage Interest of the Class EC Regular Interests.



 


		(5)	The Class C Certificates represent a beneficial ownership interest in the Class C Percentage Interest
of the Class C Regular Interest. The aggregate Certificate Balance of the Class C Certificates and the Class EC Component C
will at all times equal the Certificate Balance of the Class C Regular Interest.



 


As of the Cut-Off Date,
the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $694,726,725.


 


In consideration of the
mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator and the Trustee agree as follows:


 


Article
I



DEFINITIONS


 


Section 1.01Defined
Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall
have the meanings specified in this Article.


 


“10-K Filing
Deadline”: As defined in Section 10.05 of this Agreement.


 


    	-4-



    	 



    


 


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


 


“5 Penn Plaza
Co-Lender Agreement”: With respect to the 5 Penn Plaza Loan Combination, the related co-lender agreement, dated as of
January 6, 2016, by and between the holder of the 5 Penn Plaza Mortgage Loan and the 5 Penn Plaza Companion Loan Holders, relating
to the relative rights of the holder of the 5 Penn Plaza Mortgage Loan and the 5 Penn Plaza Companion Loan Holders, as amended
by a resizing amendment to co-lender agreement, dated as of March 31, 2016, and as the same may be further amended from time to
time in accordance with the terms thereof.


 


“5 Penn Plaza
Companion Loans”: With respect to the 5 Penn Plaza Loan Combination, the related promissory notes made by the related
Mortgagor and secured by the 5 Penn Plaza Mortgage and designated as promissory notes A-1, A-2-I and A-3, which are not included
in the Trust and are pari passu in right of payment with the 5 Penn Plaza Mortgage Loan to the extent set forth in the related
Loan Documents and as provided in the 5 Penn Plaza Co-Lender Agreement.


 


“5 Penn Plaza
Companion Loan Holder”: The holder of a 5 Penn Plaza Companion Loan.


 


“5 Penn Plaza
Loan Combination”: The 5 Penn Plaza Mortgage Loan, together with the 5 Penn Plaza Companion Loans, each of which is secured
by the 5 Penn Plaza Mortgage. References herein to the 5 Penn Plaza Loan Combination shall be construed to refer to the aggregate
indebtedness secured under the 5 Penn Plaza Mortgage.


 


“5 Penn Plaza
Mortgage”: The Mortgage securing the 5 Penn Plaza Mortgage Loan and the 5 Penn Plaza Companion Loans.


 


“5 Penn Plaza
Mortgage Loan”: With respect to the 5 Penn Plaza Loan Combination, the Mortgage Loan included in the Trust, which is
(i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “5 Penn Plaza”, (ii) evidenced by
promissory note A-2-II and (iii) pari passu in right of payment with the 5 Penn Plaza Companion Loans to the extent set forth in
the related Loan Documents and as provided in the 5 Penn Plaza Co-Lender Agreement.


 


“600 Broadway
Co-Lender Agreement”: With respect to the 600 Broadway Loan Combination, the related co-lender agreement, dated as of
April 13, 2016, by and between the holder of the 600 Broadway Mortgage Loan and the 600 Broadway Companion Loan Holders, relating
to the relative rights of the holder of the 600 Broadway Mortgage Loan and the 600 Broadway Companion Loan Holders, as the same
may be amended from time to time in accordance with the terms thereof.


 


“600 Broadway
Companion Loans”: With respect to the 600 Broadway Loan Combination, the related promissory notes made by the related
Mortgagor and secured by the 600 Broadway Mortgage and designated as promissory notes A-1, A-2-1, A-3, A-4, A-5-1 and A-5-2, which
are not included in the Trust and are pari passu in right of payment with the 600






    	-5-



    	 



    

 


Broadway Mortgage Loan to the extent set forth
in the related Loan Documents and as provided in the 600 Broadway Co-Lender Agreement.


 


“600 Broadway
Companion Loan Holder”: The holder of a 600 Broadway Companion Loan.


 


“600 Broadway
Loan Combination”: The 600 Broadway Mortgage Loan, together with the 600 Broadway Companion Loans, each of which is secured
by the 600 Broadway Mortgage. References herein to the 600 Broadway Loan Combination shall be construed to refer to the aggregate
indebtedness secured under the 600 Broadway Mortgage.


 


“600 Broadway
Mortgage”: The Mortgage securing the 600 Broadway Mortgage Loan and the 600 Broadway Companion Loans.


 


“600 Broadway
Mortgage Loan”: With respect to the 600 Broadway Loan Combination, the Mortgage Loan included in the Trust, which is
(i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “600 Broadway”, (ii) evidenced by
promissory notes A-2-2 and A-6 and (iii) pari passu in right of payment with the 600 Broadway Companion Loans to the extent set
forth in the related Loan Documents and as provided in the 600 Broadway Co-Lender Agreement.


 


“79 Madison
Avenue Co-Lender Agreement”: With respect to the 79 Madison Avenue Loan Combination, the related co-lender agreement,
dated as of April 1, 2016, by and between the holder of the 79 Madison Avenue Mortgage Loan and the 79 Madison Avenue Companion
Loan Holder, relating to the relative rights of the holder of the 79 Madison Avenue Mortgage Loan and the 79 Madison Avenue Companion
Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.


 


“79 Madison
Avenue Companion Loan”: With respect to the 79 Madison Avenue Loan Combination, the related promissory note made by the
related Mortgagor and secured by the 79 Madison Avenue Mortgage and designated as promissory note A-1, which is not included in
the Trust and is pari passu in right of payment with the 79 Madison Avenue Mortgage Loan to the extent set forth in the related
Loan Documents and as provided in the 79 Madison Avenue Co-Lender Agreement.


 


“79 Madison
Avenue Companion Loan Holder”: The holder of the 79 Madison Avenue Companion Loan.


 


“79 Madison
Avenue Loan Combination”: The 79 Madison Avenue Mortgage Loan, together with the 79 Madison Avenue Companion Loan, each
of which is secured by the 79 Madison Avenue Mortgage. References herein to the 79 Madison Avenue Loan Combination shall be construed
to refer to the aggregate indebtedness secured under the 79 Madison Avenue Mortgage.


 


“79 Madison
Avenue Mortgage”: The Mortgage securing the 79 Madison Avenue Mortgage Loan and the 79 Madison Avenue Companion Loan.


 



    	-6-



    	 



    

 


“79 Madison
Avenue Mortgage Loan”: With respect to the 79 Madison Avenue Loan Combination, the Mortgage Loan included in the Trust,
which is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “79 Madison Avenue”, (ii)
evidenced by promissory note A-2 and (iii) pari passu in right of payment with the 79 Madison Avenue Companion Loan to the extent
set forth in the related Loan Documents and as provided in the 79 Madison Avenue Co-Lender Agreement.


 


“AB Loan Combination”:
A Loan Combination that includes a Subordinate Companion Loan. There are no AB Loan Combinations related to the Trust and all references
in this Agreement to “AB Loan Combinations” shall be disregarded.


 


“AB Modified
Loan” Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Outside
Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related
Outside Servicing Agreement) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure)
and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously
part of either an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction
Amount is not in effect.


 


“Accelerated
Mezzanine Loan”: A mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under
a Mortgage Loan or Loan Combination) if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure
proceedings against the equity collateral pledged to secure that mezzanine loan.


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination), any Default arising when
the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that
covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in
accordance with the Servicing Standard (and, with the consent of the related Directing Holder (unless, if the Controlling Class
Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing)), 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 Mortgaged 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; provided, however, that the related Directing Holder shall have no more than 30 days
to respond to the Special Servicer’s request for such consent; provided, further, that upon the Special Servicer’s
determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult
with the related Directing Holder, the Special Servicer shall not be required to do so. In making this determination, the Special
Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


“Accrued Component
Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip
Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component


 



    	-7-



    	 



    

 


outstanding
immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect
to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such
Distribution Date occurs.


 


“Act”
or “Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations
thereunder.


 


“Actual/360
Basis”: The accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period
in a year assumed to consist of 360 days.


 


“Actual/360
Mortgage Loan”: A Mortgage Loan that accrues interest on an Actual/360 Basis.


 


“Additional
Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under
such Mortgage Loan that is secured by the related Mortgaged Property.


 


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


 


“Additional
Form 10-D Disclosure”: As defined in Section 10.04 of this Agreement.


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.05 of this Agreement.


 


“Additional
Information”: As defined in Section 4.02(a) of this Agreement.


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Depositor, any Mortgage Loan Seller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer,
each Outside Special Servicer and each Person, other than the Special Servicer or the Certificate Administrator, who is not an
Affiliate of the Master Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of
the Underwriters who Services 10% or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the provisions
of Regulation AB.


 



“Additional
Servicing Compensation”: As defined in Section 3.12(a) of this Agreement.


 


“Additional
Special Servicing Compensation”: As defined in Section 3.12(c) of this Agreement.


 



    	-8-



    	 



    

 


“Additional
Trust Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect
of unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted
to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated,
non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and expense reimbursements to the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor
and federal, state and local taxes, and tax-related expenses, specifically payable out of the Trust Fund and (v) any other
default-related or unanticipated expense of the Trust Fund that is not covered by a Property Advance and for which there is no
corresponding collection from a Mortgagor.


 


“Administrative
Cost Rate”: As of any date of determination, a rate equal to the sum of the Servicing Fee Rate, the Operating Advisor
Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate, the CREFC® Intellectual Property Royalty License
Fee Rate and the Trustee/Certificate Administrator Fee Rate.


 


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


 


“Advance Interest
Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the
Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days from the date
on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less any amount of
interest previously paid on such Advance; provided, however, that with respect to any P&I Advance made prior
to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date), interest
on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace period,
from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided, further,
that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly Payment that has
been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer Remittance Date.


 


“Advance Rate”:
A per annum rate equal to the Prime Rate, compounded annually.


 


“Affected Loan(s)”:
As defined in Section 2.03(a) of this Agreement.


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person; provided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate”
means, with respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such
specified Person or (ii) any other Person that owns, directly or indirectly, 25% or more of the beneficial interests in such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. Upon reasonable request of the Trustee and/or the Certificate


 



    	-9-



    	 



    

 


Administrator, the Trustee and/or the Certificate Administrator
may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor to determine
whether any Person is an Affiliate of such party.


 


“Affirmative
Asset Review Vote”: As defined in Section 11.01(a).


 


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


 


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


 


“Ancillary Fees”:
With respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient or returned checks
and other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges, Assumption Fees, assumption
application fees and defeasance fees) actually received from the related Mortgagor.


 


“Anticipated
Repayment Date”: With respect to any ARD Mortgage Loan, the date upon which such ARD Mortgage Loan commences accruing
interest at its Revised Rate.


 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to
Section 9.01(c) of this Agreement.


 


“Applicable
Laws”: As defined in Section 3.01(l), Section 3.21(g) and Section 8.02(i), respectively, of this
Agreement.


 


“Applicable
Monthly Payment”: For any Mortgage Loan (including an Outside Serviced Mortgage Loan) with respect to any month (including
any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided,
however, that for purposes of calculating the amount of any P&I Advance required to be made by the Master Servicer or
the Trustee, notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Rate less
the Servicing Fee Rate; and provided, further, that for purposes of determining the amount of any P&I Advance,
the Monthly Payment shall be as reduced pursuant to any modification of a Mortgage Loan pursuant to Section 3.24 of
this Agreement or pursuant to the applicable Outside Servicing Agreement, or pursuant to any bankruptcy, insolvency, or other similar
proceeding involving the related Mortgagor.


 


“Applicant”:
As defined in Section 5.07(a) of this Agreement.


 


“Appraisal”:
An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards.


 



    	-10-



    	 



    

 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as
to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount equal
to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Loan Combination) as
of the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised
value of the related Mortgaged Property or Properties (as determined by one or more Appraisals obtained by the Special Servicer
(the cost of which shall be advanced by the Master Servicer as a Property Advance unless such Property Advance would be a Nonrecoverable
Advance)), minus such downward adjustments as the Special Servicer may make in accordance with the Servicing Standard (without
implying any obligation to do so) based upon the Special Servicer’s review of the Appraisal and such other information
as the Special Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Serviced
Mortgage Loan (or Serviced Loan Combination) as of the date of the calculation over (ii) the sum, as of the Due Date occurring
in the month of the date of determination, of (A) to the extent not previously advanced by the Master Servicer or the Trustee,
all unpaid interest on such Serviced Mortgage Loan (or Serviced Loan Combination) at a per annum rate equal to its Mortgage
Rate (and with respect to a Serviced Loan Combination, interest on the related Serviced Companion Loan(s) at the related Mortgage
Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which the advancing
party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest thereon
at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) and (C) all currently due and
unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts,
due and unpaid with respect to such Serviced Mortgage Loan (or Serviced Loan Combination) (which taxes, premiums, ground rents
and other amounts have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and/or for which
funds have not been escrowed). Promptly upon the occurrence of an Appraisal Reduction Event (or a longer period so long as the
Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith proceeding to obtain such),
if an Appraisal has not been obtained within the immediately preceding nine (9) months (or if the Special Servicer has determined
in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the Special Servicer shall obtain an Appraisal,
the costs of which shall be paid by the Master Servicer as a Property Advance (or as an expense of the Trust Fund and paid by the
Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance). The Master Servicer
shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to
calculate or recalculate any Appraisal Reduction Amount pursuant to this definition using reasonable efforts to deliver such information
within four (4) Business Days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee
or the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts. On the first Determination Date occurring
on or after the receipt of such Appraisal, the Special Servicer shall calculate or adjust, as applicable, the Appraisal Reduction
Amount to take into account such Appraisal and such information, if any, reasonably requested by the Special Servicer from the
Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount. Notwithstanding the foregoing,
if an Appraisal is required to be obtained in accordance with Section 3.10(a) of this Agreement but is not obtained
within 120 days following the events described in the applicable clause of the definition “Appraisal Reduction Event”
(without regard


 



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to the time periods stated therein), then, until such Appraisal is obtained and solely for purposes of determining
the amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to the related Serviced Mortgage Loan will equal
25% of the Stated Principal Balance of such related Serviced Mortgage Loan; provided that, upon receipt of an Appraisal,
however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced Loan Combination) will be recalculated in
accordance with this definition without regard to this sentence. With respect to each Serviced Loan as to which an Appraisal Reduction
Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect
to the related Serviced Loan) and has remained current for three consecutive Monthly Payments, and with respect to which no other
Appraisal Reduction Event has occurred during the preceding three months), the Special Servicer shall, within 30 days of each
anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal) (the cost of
which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund and
paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance), provided,
however, no new or updated Appraisal will be required if the Serviced Loan or REO Property is under contract to be sold
within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably believes such
sale is likely to close. Based upon such Appraisal or letter updates thereto, the Special Servicer shall determine and report to
the Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such Serviced Mortgage
Loan (or Serviced Loan Combination), and each of those parties shall be entitled to rely conclusively on such determination by
the Special Servicer. The Special Servicer shall deliver a copy of any such Appraisal to the Master Servicer and the Certificate
Administrator, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the
next Distribution Date to take into account any subsequent Appraisal and annual letter updates, as of the date of each such subsequent
Appraisal or letter update.


 


Upon payment in full
or liquidation of any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal Reduction Amount
will be eliminated. In addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event has occurred, such
Serviced Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such Serviced Loan has become a Corrected
Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and such Serviced Loan becomes and
remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred and is continuing
with respect to such Serviced Loan.


 


Appraisal Reduction Amounts
with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion
Loan (up to the outstanding principal balance thereof), and then, to the related Serviced Mortgage Loan and any related
Serviced Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding principal
balances of such Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan.


 


Notwithstanding the foregoing,
with respect to each Outside Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the portion of any “appraisal
reduction amount” relating to such Outside Serviced Loan Combination, that is calculated pursuant to the applicable






    	-12-



    	 



    

 


Outside
Servicing Agreement by the related Outside Special Servicer or related Outside Servicer, as applicable, and that is allocable to
such Outside Serviced Mortgage Loan pursuant to such Outside Servicing Agreement and the related Co-Lender Agreement. The parties
hereto shall be entitled to rely on such calculations as reported to them by the related Outside Servicer. By their acceptance
of their Certificates, the Certificateholders shall be deemed to have acknowledged that the applicable Outside Servicing Agreement
and the related Co-Lender Agreement, taken together, provide that any such “appraisal reduction amount” will be calculated
under the applicable Outside Servicing Agreement by the applicable party thereto.


 


“Appraisal Reduction
Event”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes a Modified
Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which
does not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring
60 days after the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or
(B) if the related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special
Servicer) or the Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a refinancing commitment acceptable
to the Special Servicer prior to the date 60 days after the Balloon Payment was due, the date occurring 120 days after
the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during
which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property,
(v) a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related
Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings,
which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those 60 days,
or (vii) the date on which such Serviced Loan remains outstanding five (5) years following any extension of its maturity date
pursuant to Section 3.24 of this Agreement. If an Appraisal Reduction Event occurs with respect to any Serviced Mortgage
Loan that is part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect
to the related Serviced Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that
is part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the
related Serviced Mortgage Loan and any other Serviced Companion Loan(s) included as part of that Serviced Loan Combination. No
Appraisal Reduction Event may occur at any time when the aggregate Certificate Balance of all Classes of Principal Balance Certificates
(other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates) has been
reduced to zero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer,
as applicable, promptly upon the occurrence of any of the foregoing events.


 


“Appraised Value”:
As of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property securing an Outside
Serviced Mortgage Loan), the appraised value thereof based upon an appraisal or update thereof prepared by an Appraiser that is
contained in the related Servicing File obtained within the time parameters required by this Agreement, and (ii) with respect to
each Mortgaged Property securing an Outside Serviced Mortgage Loan, the appraised value allocable thereto, as determined pursuant
to the Outside Servicing Agreement.


 



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“Appraised-Out
Class”: As defined in Section 3.10(a) of this Agreement.


 


“Appraiser”:
An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of
the Appraisal Institute, (ii) if the state in which the related Mortgaged 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 related property type
and market.


 


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


 


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


 


“ARD Mortgage
Loan”: Any Mortgage Loan that is identified as having an Anticipated Repayment Date and a Revised Rate on the Mortgage
Loan Schedule. There are no ARD Mortgage Loans included in the Trust Fund and all references in this Agreement to “ARD Mortgage
Loan” and “ARD Mortgage Loans” shall be disregarded.


 


“Asset Representations
Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor-in-interest, or any
successor Asset Representations Reviewer as herein provided.


 


“Asset Representations
Reviewer Asset Review Fee”: As defined in Section 11.02(b).


 


“Asset Representations
Reviewer Ongoing Fee”: As defined in Section 11.02(a).


 


“Asset Representations
Reviewer Ongoing Fee Rate”: As defined in Section 11.02(a).


 


“Asset Representations
Reviewer Termination Event”: As defined in Section 11.05(a).


 


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


 


“Asset Review
Notice”: As defined in Section 11.01(a).


 


“Asset Review
Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 11.01(a),
the Certificateholders evidencing at least 5% of the aggregate Voting Rights represented by all of the Certificates.


 


“Asset Review
Report”: As defined in Section 11.01(b)(vii)(C).


 


“Asset Review
Report Summary”: As defined in Section 11.01(b)(vii).


 


“Asset Review
Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject
to the express terms of this Agreement. Except as otherwise expressly set forth in this Agreement, all determinations or


 



    	-14-



    	 



    

 


assumptions
made by the Asset Representations Reviewer in connection with an Asset Review shall be made in the Asset Representations Reviewer’s
good faith discretion and judgment based on the facts and circumstances known to it at the time of such determination or assumption.


 


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


 


“Asset Review
Vote Election”: As defined in Section 11.01(a).


 


“Asset Status
Report”: As defined in Section 3.21(b) of this Agreement.


 


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


 


“Assumption
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), any and all assumption
fees of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) for transactions effected under Section 3.09(a),
3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor
and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor
in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master
Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust
and the Serviced Companion Loan Holder) pursuant to Section 3.09(a) of this Agreement or paid by the related Mortgagor
with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of this
Agreement.


 


“Austin Block
21 Co-Lender Agreement”: With respect to the Austin Block 21 Loan Combination, the related co-lender agreement, dated
as of February 1, 2016, by and between the holder of the Austin Block 21 Mortgage Loan and the Austin Block 21 Companion Loan Holder,
relating to the relative rights of the holder of the Austin Block 21 Mortgage Loan and the Austin Block 21 Companion Loan Holder,
as the same may be amended from time to time in accordance with the terms thereof.


 


“Austin Block
21 Companion Loan”: With respect to the Austin Block 21 Loan Combination, the related promissory note made by the related
Mortgagor and secured by the Austin Block 21 Mortgage and designated as promissory note A-1, which is not included in the


 



    	-15-



    	 



    

 


Trust
and is pari passu in right of payment with the Austin Block 21 Mortgage Loan to the extent set forth in the related Loan Documents
and as provided in the Austin Block 21 Co-Lender Agreement.


 


“Austin Block
21 Companion Loan Holder”: The holder of the Austin Block 21 Companion Loan.


 


“Austin Block
21 Loan Combination”: The Austin Block 21 Mortgage Loan, together with the Austin Block 21 Companion Loan, each of which
is secured by the Austin Block 21 Mortgage. References herein to the Austin Block 21 Loan Combination shall be construed to refer
to the aggregate indebtedness secured under the Austin Block 21 Mortgage.


 


“Austin Block
21 Mortgage”: The Mortgage securing the Austin Block 21 Mortgage Loan and the Austin Block 21 Companion Loan.


 


“Austin Block
21 Mortgage Loan”: With respect to the Austin Block 21 Loan Combination, the Mortgage Loan included in the Trust, which
is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Austin Block 21”, (ii) evidenced
by promissory note A-2 and (iii) pari passu in right of payment with the Austin Block 21 Companion Loan to the extent set forth
in the related Loan Documents and as provided in the Austin Block 21 Co-Lender Agreement.


 


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


 


(a)          the
aggregate amount of all cash received on the Mortgage Loans and any REO Properties on deposit in the Collection Account (in each
case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of
the Companion Loan Holders) and/or the Lower-Tier REMIC Distribution Account as of the close of business on the Business Day immediately
preceding the related Master Servicer Remittance Date, exclusive of any portion of the foregoing that represents (without duplication):


 


(i)          
Monthly Payments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date, that
are due on a Due Date (without regard to grace periods) that occurs after the related Determination Date;


 


(ii)          payments
(scheduled or otherwise) of principal (including Principal Prepayments) and interest, Net Liquidation Proceeds, Net Insurance Proceeds,
Net Condemnation Proceeds and other unscheduled recoveries that were received in respect of the Mortgage Pool subsequent to the
related Determination Date (other than any remittances on the Outside Serviced Mortgage Loans or the Trust’s interest in
any related REO Property contemplated by clause (b) of this definition for the subject Distribution Date);


 



    	-16-



    	 



    

 


(iii)         amounts
payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a)
of this Agreement;


 


(iv)         Yield
Maintenance Charges;


 


(v)          Penalty
Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement;


 


(vi)         all
amounts deposited in the Collection Account or the Lower-Tier REMIC Distribution Account, as the case may be, in error; and


 


(vii)        with
respect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest
Reserve Account, and any Distribution Date in January (other than during a leap year) or February of any calendar year
(unless such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the
subject Distribution Date occurs at the related Mortgage Rate, less the Administrative Cost Rate, to the extent such amounts are
on deposit in the Collection Account;


 


(b)          if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, (i) the aggregate amount
allocable to the Mortgage Loans transferred from any REO Account or Loan Combination Custodial Account to the Collection Account
for the subject Distribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of this Agreement, and
(ii) all remittances received on the Outside Serviced Mortgage Loans or the Trust’s interest in any related REO Property
in the month of the subject Distribution Date, in each case to the extent that such transfer is made or such remittances are received,
as the case may be, by the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date;


 


(c)          the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect
to the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to
the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee with respect to the Mortgage Loans (including
REO Mortgage Loans) for which such Compensating Interest Payments or P&I Advances are made, to the extent not already deducted
from Available Funds pursuant to clause (a)(iii) of this definition); and


 


(d)          with
respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February if the related
Distribution Date is the final Distribution Date), commencing in 2017, the Withheld Amounts remitted to the Lower-Tier REMIC Distribution
Account pursuant to Section 3.23 of this Agreement.


 



    	-17-



    	 



    

 


Notwithstanding the investment of funds
held in the Collection Account or the Lower Tier Distribution Account pursuant to Section 3.07 of this Agreement, for
purposes of calculating the Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“Balloon Loan”:
Any Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides for an amortization
schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest on the basis of
the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments based on a 360-day
year consisting of twelve 30-day months.


 


“Balloon Payment”:
With respect to any Balloon Loan as of any date of determination, the amount outstanding on the Maturity Date of such Mortgage
Loan in excess of the related Monthly Payment.


 


“Base Interest
Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates or any Class EC Regular Interest,
a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates
or Class EC Regular Interest exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage
of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that
is otherwise described in the related Loan Documents) and (b) whose denominator is the amount, if any, by which (i) the
Mortgage Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage
of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that
is otherwise described in the related Loan Documents); provided, however, that under no circumstances shall the Base
Interest Fraction be greater than one. If the discount rate referred to in the preceding sentence is greater than or equal to both
of (x) the Mortgage Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence,
then the Base Interest Fraction shall equal zero, and if such discount rate is greater than or equal to the Mortgage Rate on such
Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction shall equal
one.


 


“BNYM”:
The Bank of New York Mellon, a New York banking corporation, and its successors in interest.


 


“BNYM Loan Purchase
Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2016, by and between BNYM and the Depositor.


 


“Borrower Delayed
Reimbursements”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor is required,
pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related Mortgage
Loan.


 



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“Borrower Party”:
Either (i) a borrower, a Mortgagor or a manager of a Mortgaged Property or any Affiliate of any of the foregoing or (ii) a holder
or beneficial owner (or an Affiliate of any holder or beneficial owner) of any Accelerated Mezzanine Loan.


 


“Breach”:
As defined in Section 2.03(a) of this Agreement.


 


“Business Day”:
Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank of New York or
banking institutions in the States of New York, North Carolina, Pennsylvania, Kansas and California, the cities in which the principal
offices of the Operating Advisor, the Master Servicer or the Special Servicer are located, or the city in which the Corporate Trust
Office of the Certificate Administrator or the Trustee is located, are authorized or obligated by law, executive order or governmental
decree to be closed.


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payments on a Mortgage Loan or proceeds from the sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined
by the Master Servicer or the Special Servicer, as applicable, that approximates the market rate that would be obtainable by the
Mortgagors on similar debt of the Mortgagors as of such date of determination, (2) the Mortgage Rate and (3) the yield
on 10-year U.S. treasuries 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).


 


“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class A-S,
Class B, Class EC, Class C, Class D, Class E, Class F, Class G, Class H and Class R Certificate
issued, authenticated and delivered hereunder.


 


“Certificate
Administrator”: Citibank, N.A., a national banking association, or its successor in interest, or any successor Certificate
Administrator appointed as herein provided.


 


“Certificate
Administrator Accounts”: As defined in Section 3.07(a) of this Agreement.


 


“Certificate
Administrator Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance
of the duties of the Certificate Administrator under this Agreement.


 


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


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates (other than the Class EC Certificates) or any Class
EC Regular Interest, as applicable (a) as of any date of determination on or prior to the first Distribution Date, an amount
(adjusted in the case of any Class of Class A-S, Class B and Class C Certificates to take into account any Certificate exchanges
pursuant to Section 5.12 of this Agreement from and including the Closing Date up to and including such date of determination)
equal to the aggregate initial Certificate Balance of such Class of Principal Balance Certificates or such Class EC Regular Interest,
as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the


 



    	-19-



    	 



    

 


first Distribution Date,
an amount (adjusted in the case of any Class of Class A-S, Class B and Class C Certificates to take into account any Certificate
exchanges pursuant to Section 5.12 of this Agreement after the Distribution Date immediately prior to such date of determination
up to and including such date of determination) equal to the Certificate Balance of such Class of Principal Balance Certificates
or such Class EC Regular Interest on the Distribution Date immediately prior to such date of determination, after any actual distributions
of principal thereon and allocations of Realized Losses thereto on such prior Distribution Date, and after any increases to such
Certificate Balance on such prior Distribution Date (as and to the extent provided in the penultimate sentence of the first paragraph
of Section 4.01(f) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed
out of collections of principal on the Mortgage Loans. The Certificate Balance of the Class EC Component A-S shall at all times
equal the Class A-S-Exchange Percentage Interest of the Certificate Balance of the Class A-S Regular Interest. The Certificate
Balance of the Class EC Component B shall at all times equal the Class B-Exchange Percentage Interest of the Certificate Balance
of the Class B Regular Interest. The Certificate Balance of the Class EC Component C shall at all times equal the Class C-Exchange
Percentage Interest of the Certificate Balance of the Class C Regular Interest. The Certificate Balance of the Class EC Certificates
shall at all times equal the aggregate Certificate Balances of the Class EC Components.


 


“Certificate
Factor”: With respect to any Class of Regular Certificates and any Class EC Regular Interest, as of any date of determination,
a fraction, expressed as a decimal carried to eight places, the numerator of which is the then related Certificate Balance or the
Notional Amount, as the case may be, and the denominator of which is the related initial Certificate Balance or the initial Notional
Amount, as the case may be.


 


“Certificate
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 Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer shall have the right to require, as a condition to
acknowledging the status of any Person as a Certificate Owner under this Agreement, that such Person provide evidence (which may
be in the form of an Investor Certification) at its expense of its status as a Certificate Owner hereunder.


 


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


 


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes
of distributing reports, statements or other information pursuant to this Agreement, Certificate Owners or potential transferees
of Certificates to the extent the Person distributing such information has been provided with an appropriate Investor Certification
by or on behalf of such Certificate Owner or potential transferee); provided, however, that


 


(a) solely for the purpose
of giving any consent, approval, waiver 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


 



    	-20-



    	 



    

 


specifically
involving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, any Mortgage Loan Seller 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 it is entitled shall not be taken into
account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver
or take any such action has been obtained (provided, that notwithstanding the foregoing, for purposes of exercising any
rights it may have solely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded Controlling
Class Holder shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to giving consent
and taking any action with respect to any related Excluded Controlling Class Mortgage Loan);


 


(b) solely for the purpose
of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate beneficially owned by
a manager of a Mortgaged Property, a Mortgagor or any Person known to a Responsible Officer of the Certificate Registrar to be
an Affiliate of a manager of a Mortgaged Property or a Mortgagor shall be deemed not to be 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, approval, waiver or take any such action has been obtained; and


 


(c) if the Master Servicer,
the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Controlling Class, it shall
be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling Class (other than,
with respect to any Excluded Controlling Class Mortgage Loan with respect to which such party is an Excluded Controlling Class
Holder, as described in the proviso in parenthesis in clause (a) above).


 


“Certificateholder
Quorum”: The holders of Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation
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.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(f) of this Agreement.


 


“Certification
Parties”: As defined in Section 10.06 of this Agreement.


 


“Certifying
Certificateholder”: As defined in Section 5.07(a) of this Agreement.


 


“Certifying
Person”: As defined in Section 10.06 of this Agreement.


 


“Certifying
Servicer”: As defined in Section 10.08 of this Agreement.


 


“CGCMT 2016-GC36
Pooling and Servicing Agreement”: The Pooling and Servicing Agreement, dated as of February 1, 2016, between Citigroup
Commercial Mortgage Securities Inc., as depositor, KeyBank National Association, as master servicer, Wells Fargo






    	-21-



    	 



    

 


Bank, National
Association, as special servicer and as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha
Surveillance LLC, as operating advisor and as asset representations reviewer, as the same may be amended from time to time in accordance
with the terms thereof, pursuant to which the Citigroup Commercial Mortgage Trust 2016-GC36, Commercial Mortgage Pass-Through Certificates,
Series 2016-GC36 were issued.


 


“CGCMT 2016-P3
Pooling and Servicing Agreement”: The Pooling and Servicing Agreement, dated as of April 1, 2016, between Citigroup Commercial
Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management LLC,
as special servicer, Citibank, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Park
Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, as the same may be amended from time to
time in accordance with the terms thereof, pursuant to which the Citigroup Commercial Mortgage Trust 2016-P3, Commercial Mortgage
Pass-Through Certificates, Series 2016-P3 were issued.


 


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


 


“CGMRC Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2016, by and between CGMRC and the Depositor.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and
with respect to the Lower-Tier Regular Interests, each interest set forth in the Preliminary Statement hereto.


 


“Class A-1
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 hereto.


 


“Class A-1
Component”: The Component having such designation.


 


“Class A-1
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 1.635%.


 


“Class A-2
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 hereto.


 


“Class A-2
Component”: The Component having such designation.


 


“Class A-2
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.022%.


 


“Class A-3
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 hereto.


 



    	-22-



    	 



    




“Class A-3
Component”: The Component having such designation.


 


“Class A-3
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.050%.


 


“Class A-4
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 hereto.


 


“Class A-4
Component”: The Component having such designation.


 


“Class A-4
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.314%.


 


“Class A-AB
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 hereto.


 


“Class A-AB
Component”: The Component having such designation.


 


“Class A-AB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.098%.


 


“Class A-AB
Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution Date set
forth on Exhibit BB to this Agreement.


 


“Class A-S
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 hereto. The Class A-S Certificates represent undivided beneficial
interests in the Class A-S Specific Grantor Trust Assets.


 


“Class A-S
Component”: The Component having such designation.


 


“Class A-S-Exchange
Percentage Interest”: As of any date of determination, with respect to the Class A-S Regular Interest and the Class EC
Certificates, a percentage interest equal to 100.0% minus the Class A-S Percentage Interest.


 


“Class A-S Interest
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S Percentage
Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of
the Class A-S Regular Interest on such Distribution Date.


 


“Class A-S
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.576%.


 


“Class A-S Percentage
Interest”: As of any date of determination, with respect to the Class A-S Regular Interest and the Class A-S
Certificates, a percentage interest equal to a


 



    	-23-



    	 



    

 


fraction, the numerator of which is the Certificate Balance of the Class A-S
Certificates, and the denominator of which is the Certificate Balance of the Class A-S Regular Interest.


 


“Class A-S Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class A-S Percentage
Interest and (ii) the Class A-S Regular Interest Principal Distribution Amount for such Distribution Date.


 


“Class A-S Regular
Interest”: The uncertificated interest corresponding to the Class A-S Certificates and the Class EC Certificates (to
the extent of the Class A-S-Exchange Percentage Interest of the Class A-S Regular Interest), constituting a “regular interest”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class A-S Regular
Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal
and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in
respect of the Class A-S Regular Interest with respect to such Distribution Date.


 


“Class A-S Regular
Interest Pass-Through Rate”: The Class A-S Pass-Through Rate.


 


“Class A-S Regular
Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal
distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class A-S Regular Interest on such Distribution
Date.


 


“Class A-S Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A-S Percentage Interest of the Class
A-S Regular Interest and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent distributions
on the Class A-S Percentage Interest in the Class A-S Regular Interest.


 


“Class B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 hereto. The Class B Certificates represent undivided beneficial
interests in the Class B Specific Grantor Trust Assets.


 


“Class B Component”:
The Component having such designation.


 


“Class B Exchange
Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class EC
Certificates, a percentage interest equal to 100.0% minus the Class B Percentage Interest.


 


“Class B Interest
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B Percentage
Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of
the Class B Regular Interest on such Distribution Date.


 



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“Class B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 4.233%.


 


“Class B Percentage
Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class B Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class B Certificates, and the
denominator of which is the Certificate Balance of the Class B Regular Interest.


 


“Class B Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class B Percentage
Interest and (ii) the Class B Regular Interest Principal Distribution Amount for such Distribution Date.


 


“Class B Regular
Interest”: The uncertificated interest corresponding to the Class B Certificates and the Class EC Certificates (to
the extent of the Class B-Exchange Percentage Interest of the Class B Regular Interest), constituting a “regular interest”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class B Regular
Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal
and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in
respect of the Class B Regular Interest with respect to such Distribution Date.


 


“Class B Regular
Interest Pass-Through Rate”: The Class B Pass-Through Rate.


 


“Class B Regular
Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal
distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class B Regular Interest on such Distribution
Date.


 


“Class B Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class B Percentage Interest of the Class B
Regular Interest and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent distributions
on the Class B Percentage Interest in the Class B Regular Interest.


 


“Class C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 hereto. The Class C Certificates represent undivided beneficial
interests in the Class C Specific Grantor Trust Assets.


 


“Class C Exchange
Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class EC
Certificates, a percentage interest equal to 100.0% minus the Class C Percentage Interest.


 


“Class C Interest
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C Percentage
Interest and (ii) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of
the Class C Regular Interest on such Distribution Date.


 



    	-25-



    	 



    

 


“Class C
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


 


“Class C Percentage
Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class C Certificates,
a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class C Certificates, and the
denominator of which is the Certificate Balance of the Class C Regular Interest.


 


“Class C Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the Class C Percentage
Interest and (ii) the Class C Regular Interest Principal Distribution Amount for such Distribution Date.


 


“Class C Regular
Interest”: The uncertificated interest corresponding to the Class C Certificates and the Class EC Certificates (to
the extent of the Class C-Exchange Percentage Interest of the Class C Regular Interest), constituting a “regular interest”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.


 


“Class C Regular
Interest Available Funds”: With respect to any Distribution Date, an amount equal to the total amount of all principal
and/or interest distributions, as well as any other distributions (including Yield Maintenance Charges), properly made on or in
respect of the Class C Regular Interest with respect to such Distribution Date.


 


“Class C Regular
Interest Pass-Through Rate”: The Class C Pass-Through Rate.


 


“Class C Regular
Interest Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal
distributed pursuant to Section 4.01(b) of this Agreement in respect of the Class C Regular Interest on such Distribution
Date.


 


“Class C Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class C Percentage Interest of the Class C
Regular Interest and (ii) amounts held from time to time in the Exchangeable Distribution Account that represent distributions
on the Class C Percentage Interest in the Class C Regular Interest.


 


“Class D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 hereto.


 


“Class D Component”:
The Component having such designation.


 


“Class D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.788%.


 


“Class E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 hereto.


 



    	-26-



    	 



    

 


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


 


“Class EC Certificate”:
Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially
the form set forth in Exhibit A-10 hereto. The Class EC Certificates represent undivided beneficial interests in the
Class EC Specific Grantor Trust Assets.


 


“Class EC Component”:
Any of the Class EC Component A-S, Class EC Component B or Class EC Component C.


 


“Class EC Component
A-S”: The portion of the Class A-S Regular Interest evidenced by the Class EC Certificates equal to the Class A-S-Exchange
Percentage Interest of the Class A-S Regular Interest.


 


“Class EC Component
A-S Principal Amount”: The product of the Class A-S-Exchange Percentage Interest and the Certificate Balance of the Class
A-S Regular Interest.


 


“Class EC Component
B”: The portion of the Class B Regular Interest evidenced by the Class EC Certificates equal to the Class B-Exchange
Percentage Interest of the Class B Regular Interest.


 


“Class EC Component
B Principal Amount”: The product of the Class B-Exchange Percentage Interest and the Certificate Balance of the Class
B Regular Interest.


 


“Class EC Component
C”: The portion of the Class C Regular Interest evidenced by the Class EC Certificates equal to the Class C-Exchange
Percentage Interest of the Class C Regular Interest.


 


“Class EC Component
C Principal Amount”: The product of the Class C-Exchange Percentage Interest and the Certificate Balance of the Class
C Regular Interest.


 


“Class EC Interest
Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the
Class A-S-Exchange Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of
this Agreement in respect of the Class A-S Regular Interest on such Distribution Date, (ii) the product of (a) the Class B-Exchange
Percentage Interest and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect
of the Class B Regular Interest on such Distribution Date and (iii) the product of (a) the Class C-Exchange Percentage Interest
and (b) the amount of interest distributable pursuant to Section 4.01(b) of this Agreement in respect of the Class
C Regular Interest on such Distribution Date.


 


“Class EC Percentage
Interest”: Any of the Class A-S-Exchange Percentage Interest, the Class B-Exchange Percentage Interest or the Class C-Exchange
Percentage Interest.


 


“Class EC Principal
Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) the product of (a) the
Class A-S-Exchange Percentage Interest and (b) the Class A-S Regular Interest Principal Distribution Amount for such


 



    	-27-



    	 



    

 


Distribution
Date, (ii) the product of (a) the Class B-Exchange Percentage Interest and (b) the Class B Regular Interest Principal Distribution
Amount for such Distribution Date and (iii) the product of (a) the Class C-Exchange Percentage Interest and (b) the Class C Regular
Interest Principal Distribution Amount for such Distribution Date.


 


“Class EC Regular
Interests”: The Class A-S, Class B and Class C Regular Interests.


 


“Class EC Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class EC Components and (ii) amounts held
from time to time in the Exchangeable Distribution Account that represent distributions on the Class EC Components.


 


“Class F
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-15 hereto.


 


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


 


“Class G
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-16 hereto.


 


“Class G
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


 


“Class H
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-17 hereto.


 


“Class H
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.


 


“Class R
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-18 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Balance or Notional Amount.


 


“Class X
Certificates”: The Class X-A Certificates, the Class X-B Certificates and/or the Class X-D Certificates, as
the context requires.


 


“Class X
Strip Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to (i) the
WAC Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class X-A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 hereto.


 



    	-28-



    	 



    

 


“Class X-A Components”:
The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-AB Component
and Class A-S Component, each of which constitutes a separate class of “regular interests”, within the meaning
of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time to time
and a notional amount equal to its Component Notional Amount from time to time.


 


“Class X-A
Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-A Components.


 


“Class X-A
Pass-Through Rate”: For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


 


“Class X-B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 hereto.


 


“Class X-B Component”:
The Class B Component, which constitutes a separate class of “regular interests”, within the meaning of Code Section
860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time to time and a notional amount
equal to its Component Notional Amount from time to time.


 


“Class X-B
Notional Amount”: With respect to the Class X-B Certificates as of any date of determination, the Component Notional
Amount of the Class X-B Component.


 


“Class X-B
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-B Component for such
Distribution Date.


 


“Class X-D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 hereto.


 


“Class X-D Component”:
The Class D Component, which constitutes a separate class of “regular interests”, within the meaning of Code Section
860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate from time to time and a notional amount
equal to its Component Notional Amount from time to time.


 


“Class X-D
Notional Amount”: With respect to the Class X-D Certificates as of any date of determination, the Component Notional
Amount of the Class X-D Component.


 


“Class X-D
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-D Component for such
Distribution Date.


 



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“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”:
Clearstream Banking, société anonyme, and its successors in interest.


 


“Closing Date”:
April 26, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender Agreement”:
With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar
agreement governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s). The only Co-Lender Agreements
related to the Trust as of the Closing Date are the Sheraton Denver Downtown Fee Co-Lender Agreement, the 79 Madison Avenue Co-Lender
Agreement, the Austin Block 21 Co-Lender Agreement, the 600 Broadway Co-Lender Agreement, the 5 Penn Plaza Co-Lender Agreement
and the Park Place Co-Lender Agreement.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated pursuant thereto.


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum
of (in the case of a Loan Combination, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised
Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account
in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such
determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and
as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties
(provided, that in the case of an Outside Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account
solely to the extent relevant information is received by the Master Servicer), plus (z) any other escrows or reserves (in addition
to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of
the date of such determination. The Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s
or the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.


 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled
“Wells Fargo Bank, National Association, as Master Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee,
for the benefit of the registered holders of Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates,
Series 2016-GC37” and which must be an Eligible Account.


 



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“Collection
Period”: With respect any Distribution Date, the period beginning on the day immediately following the Determination
Date occurring in the month preceding the month in which that Distribution Date occurs (or, in the case of the Collection Period
for the initial Distribution Date, with respect to any particular Mortgage Loan or Companion Loan, beginning on the day immediately
following the Due Date for such Mortgage Loan or Companion Loan in the month preceding the month in which that Distribution Date
occurs (or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding
month)) and ending on and including the Determination Date occurring in the month in which that Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Loan”:
Any mortgage loan that is part of a Loan Combination but is not an asset of the Trust. The only Companion Loans related to the
Trust as of the Closing Date are the Sheraton Denver Downtown Fee Companion Loan, the 79 Madison Avenue Companion Loan, the Austin
Block 21 Companion Loan, the 600 Broadway Companion Loans, the 5 Penn Plaza Companion Loans and the Park Place Companion Loans.


 


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


 


“Companion Loan
Holder Representative”: With respect to each Serviced Companion Loan, any representative appointed by the related Companion
Loan Holder.


 


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


 


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion
Loan or any related REO Property as to which any Serviced 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 Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a
written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining
to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion
Loan Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion
Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 


“Companion Loan
Rating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation” in
this Agreement.


 


“Compensating
Interest Payments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this
Agreement to cover Prepayment Interest Shortfalls.


 



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“Component”:
With respect to the Class X-A Certificates, the Class A-1 Component, Class A-2 Component, Class A-3 Component,
Class A-4 Component, Class A-AB Component and Class A-S Component; with respect to the Class X-B Certificates, the
Class B Component; and with respect to the Class X-D Certificates, the Class D Component.


 


“Component Notional
Amount”: With respect to each Component and any date of determination, an amount equal to the Lower-Tier Principal Balance
of the Corresponding Lower-Tier Regular Interest for that Component.


 


“Condemnation
Proceeds”: All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property
(including with respect to the Outside Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage; provided
that, in the case of an Outside Serviced Mortgage Loan, “Condemnation Proceeds” under this Agreement shall be limited
to any related proceeds of the type described above in this definition that are received by the Trust Fund in connection with such
Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“Confidential
Information”: With respect to each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
the Certificate Administrator, and the Trustee, all material non-public information obtained in the course of and as a result of
such Person’s performance of its duties under this Pooling and Servicing Agreement with respect to any Mortgage Loan (or
Serviced Loan Combination), any Mortgagor and any Mortgaged 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 the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as applicable, or (iii) is or becomes generally available to the public other than as a result of a disclosure
by the Master Servicer Servicing Personnel, the Special Servicer Servicing Personnel, the Operating Advisor Personnel, the Certificate
Administrator Personnel or the Trustee Personnel.


 


“Consent Fees”:
With respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent or approval (or review
thereof) required or requested pursuant to the terms of the Loan Documents that does not involve a modification evidenced by a
signed writing, assumption, extension, waiver or amendment of the terms of the Loan Documents.


 


“Consultation
Termination Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has an
outstanding Certificate Balance, without regard to the allocation of any Cumulative Appraisal Reduction Amounts, that is equal
to or greater than 25% of the initial Certificate Balance of that Class of Certificates or (ii) is deemed to occur pursuant to
Section 6.09(d) or Section 6.09(h) of this Agreement; provided, however, that a Consultation Termination Event
shall in no event exist at any time that the aggregate Certificate Balance of each Class of Certificates (other than the Control
Eligible Certificates) (without regard to the allocation of Appraisal Reduction Amounts) has been reduced to zero.


 



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With respect
to Excluded Mortgage Loans, a Consultation Termination Event shall be deemed to exist.


 


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


 


“Control Termination
Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has an outstanding
Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts then allocable to such Class in accordance
with Section 3.10(a) of this Agreement) that is at least equal to 25% of the initial Certificate Balance of such Class of
Certificates or (ii) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this Agreement; provided,
however, that a Control Termination Event shall in no event exist at any time that the aggregate Certificate Balance of each Class
of Certificates (other than the Control Eligible Certificates) (without regard to the allocation of Appraisal Reduction Amounts)
has been reduced to zero. With respect to Excluded Mortgage Loans, a Control Termination Event shall be deemed to exist.


 


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in
accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of such
Class or if no Class of Control Eligible Certificates meets the preceding requirement, the Class E Certificates; provided,
however, that (at any time that the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-AB and Class D Certificates and the Class EC Regular Interests has been reduced to zero without regard to the allocation of Appraisal
Reduction Amounts) (a) in the case of any Class of Control Eligible Certificates to which the designation of “Controlling
Class” would otherwise shift by operation of this definition, where the Certificate Balance of such Class of Control Eligible
Certificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts) prior to such
shift, then designation of “Controlling Class” shall not shift and shall remain with the Class of Control Eligible
Certificates currently designated as the Controlling Class, and (b) in the case of any Class of Control Eligible Certificates which
is then designated the “Controlling Class”, if the Certificate Balance of such Class of Control Eligible Certificates
is reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts), then the designation of “Controlling
Class” shall shift to the Class of Control Eligible Certificates that is the most subordinate and that also has a remaining
Certificate Balance. The Controlling Class as of the Closing Date will be the Class H Certificates.


 


“Controlling
Class Certificateholder”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling
Class as determined by the Certificate Administrator from time to time.


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by at least
a majority of the Controlling Class Certificateholders by Certificate Balance, as identified by notice to the Certificate Administrator
by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered to the Special
Servicer, the Master Servicer, the Operating Advisor, the Asset Representations


 



    	-33-



    	 



    

 


Reviewer and the Trustee; provided that,
(i) absent such selection, or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt
of notice from the Controlling Class Certificateholders that own Certificates representing more than 50% of the Certificate
Balance of the Controlling Class that a Controlling Class Representative is no longer so designated, the Controlling Class Representative
shall be the Controlling Class Certificateholder that owns Certificates representing the largest aggregate Certificate Balance
of the Controlling Class as identified (in writing with contact information) to the Certificate Administrator (who shall notify
the Master Servicer and the Special Servicer). If, upon the occurrence of any of the events or circumstances specified in clauses
(i), (ii) or (iii) above, the Controlling Class Certificateholder that owns Certificates representing the
largest aggregate Certificate Balance of the Controlling Class has not been identified to the Certificate Administrator (and thereby
the Master Servicer and the Special Servicer), then the Master Servicer and the Special Servicer shall have no obligation to obtain
the consent of, or consult with, any Controlling Class Representative until notified of the identity of such largest Controlling
Class Certificateholder or otherwise notified of the identity of the Controlling Class Representative as provided in this Agreement.
No Person may exercise any of the consent or consultation rights and powers of the Controlling Class Representative with respect
to an Excluded Mortgage Loan.


 


The initial Controlling
Class Representative on the Closing Date shall be Eightfold Real Estate Capital, L.P., and the Certificate Registrar and the
other parties to this Agreement shall be entitled to assume Eightfold Real Estate Capital, L.P. is the Controlling Class Representative
on behalf of the Controlling Class Certificateholders, until the Certificate Administrator, the Master Servicer, the Special Servicer
and each other Controlling Class Certificateholder receives (a) written notice of a replacement Controlling Class Representative
or (b) written notice that Eightfold Real Estate Capital, L.P. is no longer the Holder (or Certificate Owner) of a majority
of the applicable Controlling Class.


 


“Corporate Trust
Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust
business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located
at 1761 East St. Andrew Place, Santa Ana, California, 92705-4934, Attention: Trust Administration – CI1637, (ii) the Certificate
Administrator is located, for certificate transfer purposes, at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310,
Attention - Citibank Agency & Trust, CGCMT 2016-GC37, and for all other purposes, except as specifically set forth herein,
388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Citibank Agency & Trust, CGCMT 2016-GC37.


 


“Corrected Loan”:
Any Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition of “Specially
Serviced Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Loan or a related Mortgaged
Property becoming an REO Property).


 


“Corresponding
Certificates”: As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Component.


 



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“Corresponding
Component”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class EC Regular
Interest or Lower-Tier Regular Interest.


 


“Corresponding
Lower-Tier Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Regular Certificates,
Class EC Regular Interest or Component.


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a
successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall
be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees,
certificateholders, 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 whose
principal purpose 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®” shall be deemed to refer to such other association or organization as shall be selected by
the Master Servicer and reasonably acceptable to the Certificate Administrator, the Special Servicer and, for so long as no Control
Termination Event has occurred and is continuing, the Controlling Class Representative.


 


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


 


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


 


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


 


“CREFC®
Bond Level File”: The data file in the “CREFC® Bond Level File” format substantially in the
form of and containing the information called for therein, or such


 



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other form for the presentation of such information as may be
approved from time to time by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


“CREFC®
Delinquent Loan Status Report”: 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 no later than 90 days after its adoption, such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities
transactions generally.


 


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


 


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


 


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


 



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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.00050% per
annum.


 


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


 


“CREFC®
Investor Reporting Package (IRP)”: Collectively: (a)  the following seven data files (and any other files as
may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting
Package (IRP) from time to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic
Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC®
Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan
File;


 


(b)          the following
ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC® as part
of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Delinquent Loan
Status Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) CREFC®
REO Status Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® Comparative
Financial Status Report, (vi) CREFC® Servicer Watchlist/Portfolio Review Guidelines, (vii) CREFC®
Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment Worksheet, (ix) CREFC® Advance
Recovery Report, and (x) CREFC® Total Loan Report;


 


(c)          the following
fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC® as part of
the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal Reduction Template,
(ii) CREFC® 


 






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Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv)
CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation
Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance
to Certificate Administrator Template, (viii) CREFC® Significant Insurance Event Template, (ix) CREFC®
Loan Modification Report Template; (x) CREFC® Loan Liquidation Report Template, (xi) CREFC®
REO Liquidation Report Template; (xii) CREFC® Payment Posting Instructions Template; (xiii) CREFC®
Modification Posting Instructions Template; (xiv) CREFC® Assumption Modification Posting Instructions Template,
and (xv) CREFC® Capitalized Amounts/Non-Recoverable Trust Expense Template; and


 


(d)          such other reports
and data files as CREFC® may designate, or has designated, as part of the “CREFC® Investor
Reporting Package (CREFC® IRP)” from time to time.


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Modification Posting Instructions Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Modification Posting Instructions Template” available as of the Closing Date
on the CREFC®


 



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Website, or such other form for the presentation of such information and containing such additional
information as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; provided that
a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized
and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized


 



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Group. There are no Cross-Collateralized Groups
included as assets of the Trust as of the Closing Date.


 


“Cross-Collateralized
Mortgage Loan”: Any Mortgage Loan that is part of a Cross-Collateralized Group.


 


“Cross-Over
Date”: The first Distribution Date as of which (without regard to any distribution of the Principal Distribution Amount
on such Distribution Date) the Certificate Balances of the Class D, Class E, Class F, Class G and Class H Certificates and all
of the Class EC Regular Interests have been reduced to zero due to the application of Realized Losses.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination by the Special Servicer, the sum of (i) all Appraisal Reduction
Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate
Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Cumulative
Appraisal Reduction Amount. None of the Master Servicer (except if such Cumulative Appraisal Reduction Amount consists solely of
Collateral Deficiency Amounts calculated with respect to one or more Outside Serviced Mortgage Loans), the Trustee nor the Certificate
Administrator shall calculate or verify Cumulative Appraisal Reduction Amounts.


 


“Cure/Contest
Period”: As defined in Section 11.01(b)(vii).


 


“Custodial Agreement”:
The custodial agreement, if any, from time to time in effect between the Custodian named therein and the Trustee, 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 Trustee.


 


“Custodian”:
Any Custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Trustee is Custodian, named pursuant
to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the Certificate Administrator or the Master Servicer
or any Affiliate or agent of the Trustee, the Certificate Administrator or the Master Servicer, but may not be the Depositor or
any Affiliate thereof. The Trustee shall be the initial Custodian.


 


“Cut-Off Date”:
With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that
has its first Due Date in May 2016, the date that would have been its Due Date in April 2016 under the terms of that Mortgage Loan
if a Monthly Payment were scheduled to be due in that month).


 


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


 


“DBJPM 2016-C1
Pooling and Servicing Agreement”: The Pooling and Servicing Agreement, dated as of April 1, 2016, between Deutsche Mortgage
& Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer and as certificate
administrator, Midland Loan Services, a Division of PNC Bank, National Association,


 



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as special servicer, Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, and Wilmington Trust, National Association, as trustee, as the
same may be amended from time to time in accordance with the terms thereof, pursuant to which the DBJPM 2016-C1 Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2016-C1 were issued.


 


“DBRS”:
DBRS, Inc. or its successors in interest.


 


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable), for any twelve-month
period covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income
produced by the related Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (which do not
include Balloon Payments) due under such Mortgage Loan (or Serviced Loan Combination, if applicable) during such period; provided
that with respect to the Mortgage Loans (and with respect to any Serviced Loan Combination that includes a Mortgage Loan) identified
on the Mortgage Loan Schedule as paying interest only for a specified period of time set forth in the related Loan Documents and
then paying principal and interest, the related Monthly Payment will be calculated (for purposes of this definition only) to include
interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).


 


“Default”:
An event of default under any Mortgage Loan (or Serviced Loan Combination, if applicable) or an event which, with the passage of
time or the giving of notice, or both, would constitute an event of default under such Mortgage Loan (or Serviced Loan Combination,
if applicable).


 


“Default Interest”:
With respect to any Mortgage Loan or Serviced Companion Loan, all interest other than Excess Interest accrued in respect of such
Mortgage Loan or Serviced Companion Loan as provided in the related Note or Mortgage as a result of a default (exclusive of late
payment charges) that is in excess of interest at the related Mortgage Rate.


 


“Default Rate”:
With respect to each Mortgage Loan or Serviced Companion Loan, the per annum rate at which interest accrues on such Mortgage
Loan or Serviced Companion Loan, as the case may be, following any event of default on such Mortgage Loan or Serviced Companion
Loan, as the case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.


 


“Defaulted Loan”:
A Serviced Loan (i) that is delinquent at least sixty days in respect of its Monthly Payments or delinquent in respect of
its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage or Note and without regard to any acceleration of payments under the related Mortgage and Note or (ii) as
to which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Note.


 


“Defaulted Mortgage
Loan”: A Mortgage Loan that is a Defaulted Loan.


 



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“Defaulted Serviced
Loan Combination”: Any Serviced Loan Combination with respect to which the related Serviced Mortgage Loan or Serviced
Companion Loan is a Defaulted Loan.


 


“Defeasance Loan”:
Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.


 


“Defective Mortgage
Loan”: As defined in Section 2.03(a) of this Agreement.


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer
retained by it (other than a Mortgage 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 X 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.


 


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


 


“Depositor”:
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, and its successors and assigns.


 


“Depositor’s Rule
17g-5 Website”: A website to be maintained (or caused to be maintained) by the Depositor in order to comply with Exchange
Act Rule 17g-5.


 


“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.


 


“Designated Servicing
Documents”: With respect to any Serviced Mortgage Loan or Serviced Loan Combination, if applicable, collectively the
following documents:


 


(1)          (A)
a copy of the executed Note for such Mortgage Loan (or, alternatively, if the original executed Note has been lost, a copy of a
lost note affidavit and indemnity with a copy of such Note), and (B) in the case of a Serviced Loan Combination, a copy of the
executed Note for the related Companion Loan;


 


(2)          a
copy of the related Loan Agreement, if any;


 






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(3)          a
copy of the Mortgage;


 


(4)          a
copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or Serviced Loan Combination, if any;


 


(5)          any
pre-funding insurance review documentation and insurance certificates (for insurance policies other than environmental policy);


 


(6)          a
copy of any related title insurance policy or a marked up commitment therefor;


 


(7)          a
copy of any environmental insurance policy or a copy of the insurance certificate therefor;


 


(8)          legal
description of the related Mortgaged Property;


 


(9)          a
copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate from
the Loan Agreement and the Mortgage);


 


(10)        a
copy of the agreement governing post-closing obligations (if such item is a document separate from the Loan Agreement and the Mortgage),
if any;


 


(11)        a
copy of the closing statement and/or sources and uses statement;


 


(12)        the
related Mortgage Loan Seller’s asset summary, if any (provided that the delivery of such item shall not result in any liability
to the related Mortgage Loan Seller);


 


(13)        the
related Mortgagor tax ID;


 


(14)        a
PIP Schedule (if such item is a document separate from the Loan Agreement and the Mortgage), if any;


 


(15)        a
copy of an approved operating budget, if applicable;


 


(16)        a
copy of the related Ground Lease relating to such Mortgage Loan (or Serviced Loan Combination, if applicable), if any; and


 


(17)        in
the case of a Serviced Loan Combination, a copy of the related Co-Lender Agreement.


 


“Designated Site”:
The internet website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers, initially
located at www.intralinks.com.


 


“Determination Date”:
The sixth day of each calendar month (or, if the sixth day of that month is not a Business Day, the next Business Day), commencing
in May 2016.


 






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


 


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


 


(i)         (A)
the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
on behalf of the Certificateholders or in blank, and further showing a complete, unbroken chain of endorsement from the originator
(if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost,
a lost note affidavit and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination,
the executed Note for each related Serviced Companion Loan;


 


(ii)        the
Mortgage, together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned
from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s
office (if in the possession of the applicable Mortgage Loan Seller);


 


(iii)       any
related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments
thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of
recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the applicable Mortgage
Loan Seller);


 


(iv)       final
written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable,
any Note of a related Serviced Companion Loan) or the related Mortgage have been modified, in each case (unless the particular
item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument
being modified is a recordable document;


 


(v)        the
policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced Loan
Combination, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be
a “marked-up” pro forma title policy marked as binding and executed by an authorized representative of the title insurer
or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title
insurer) to issue such title insurance policy;


 


(vi)       the
Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination, if applicable), if any, and any ground lessor
estoppel;


 


(vii)      the
related Loan Agreement, if any;


 






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(viii)      the
guaranty under such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(ix)        the
lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(x)         the
environmental indemnity from the related Mortgagor, if any;


 


(xi)        the
related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage)
and, if applicable, any intervening assignments thereof;


 


(xii)       any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such
Mortgage Loan (or the related Serviced Loan Combination, if applicable) or in favor of any assignee prior to the Trustee (or, in
each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for filing), if in the possession
of the applicable Mortgage Loan Seller;


 


(xiii)    
in the case of any Mortgage Loan or the related Serviced Loan Combination as to which there exists a related mezzanine loan, the
related intercreditor agreement;


 


(xiv)      any
related environmental insurance policy;


 


(xv)       any
letter of credit relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof;


 


(xvi)      any
related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee for the benefit
of the Certificateholders the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request
be made of the related franchisor to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the
notice requesting the issuance of such replacement comfort letter) and/or estoppel letters relating to such Mortgage Loan or the
related Serviced Loan Combination and any related assignment thereof; and


 


(xvii)      in
the case of a Mortgage Loan that is part of a Loan Combination, the related Co-Lender Agreement;


 


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


 


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


 






    	-46-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)          a
copy of all zoning reports;


 


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


 


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


 


(n)          a
copy of all UCC searches;


 


(o)          a
copy of all litigation searches;


 


(p)          a
copy of all bankruptcy searches;


 


(q)          a
copy of the origination settlement statement;


 


(r)           a
copy of any Insurance Summary Report;


 


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


 


(t)          a
copy of any escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not included
in the origination settlement statement;


 






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


 


(v)          unless
already included as part of the environmental reports, a copy of any closure letter (environmental); and


 


(w)         unless
already included as part of the environmental reports, a copy of any environmental remediation agreement for the related Mortgaged
Property or Mortgaged Properties,


 


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


 


“Diligence File Certification”:
As defined in Section 2.01(i) of this Agreement.


 


“Directing Holder”:
(a) With respect to all of the Serviced Loans other than a Serviced Outside Controlled Loan Combination and any Excluded Mortgage
Loan, the Controlling Class Representative, and (b) with respect to any Serviced Outside Controlled Loan Combination, the related
Outside Controlling Note Holder.


 


“Directly Operate”:
With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided
to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section
1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers
in the ordinary course of a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund,
or the performance of any construction work on the REO 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; provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be
considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental
terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital


 






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expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable Special
Servicer Fees”: With respect to any Serviced Loan or related REO Property, any compensation and other remuneration (including,
without limitation, in the form of commissions, brokerage fees and rebates) received or retained by the Special Servicer or any
of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any Manager, any guarantor
or indemnitor in respect of a Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in an REO Property
related to a Serviced Loan Combination, if applicable) in connection with the disposition, workout or foreclosure of any Serviced
Loan, the management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any
other special servicing duties under this Agreement, other than (1) any Special Servicing Compensation or Additional Special Servicing
Compensation which is payable to the Special Servicer under this Agreement and that would otherwise be set forth in a report that
is part of the CREFC® Investor Reporting Package (IRP), and (2) any Permitted Special Servicer/Affiliate Fees.


 


“Dispute Resolution
Consultation”: As defined in Section 2.03(g) of this Agreement.


 


“Dispute Resolution
Cut-off Date”: As defined in Section 2.03(g) of this Agreement.


 


“Disqualified Non-U.S.
Tax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S.
Tax Person that holds the 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 Registrar 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 Registrar an opinion of a nationally recognized tax counsel to the effect
that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.


 


“Disqualified Organization”:
Any of (a) the United States, a State or any political subdivision thereof, any possession of the United States, or any agency
or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject
to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any
such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing,
(c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on
unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R
Certificates (except certain farmers’ cooperatives described in Code Section 521), (d) rural electric and telephone cooperatives
described in Code Section 1381(a)(2) or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of
Counsel to the effect that any Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify
as a REMIC for federal income tax purposes at any time that the Certificates are outstanding. For purposes of


 






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this definition,
the terms “United States,” “State” and “International Organization” shall have the meanings
set forth in Code Section 7701 or successor provisions.


 


“Distribution Account”:
Collectively, the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC Distribution Account, each of which may be subaccounts
of a single Eligible Account.


 


“Distribution Date”:
The fourth Business Day following each Determination Date, commencing in May 2016. The first Distribution Date shall be May 12,
2016.


 


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


 


“Document Defect”:
As defined in Section 2.03(a) of this Agreement.


 


“Due Date”:
With respect to any Mortgage Loan or Companion Loan, for any calendar month: (i) up to and including the calendar month in which
its Maturity Date occurs, the day of such month set forth in the related Note on which the Monthly Payment thereon is scheduled
to be first due (without regard to any grace period); (ii) after the calendar month in which its Maturity Date occurred, the day
of such month that would have been the Due Date in accordance with clause (i) of this definition without regard to the occurrence
of the Maturity Date; and (iii) if such Mortgage Loan or Companion Loan, as applicable, has become an REO Mortgage Loan or REO
Companion Loan, as applicable, the day of such month that would have been the Due Date in accordance with clause (i) of this definition
without regard to the occurrence of such event.


 


“Due Diligence Service
Provider”: As defined in Section 11.13(l) of this Agreement.


 


“Due Period”:
With respect to any Distribution Date and any Mortgage Loan (including an REO Mortgage Loan) or Companion Loan, the period beginning
on the day immediately following the Due Date in the month preceding the month in which such Distribution Date occurs (or, in the
case of the Distribution Date occurring in May 2016, beginning on the day after the date that would have been the Due Date if such
Mortgage Loan or Companion Loan had a Due Date in such preceding month) and ending on and including the Due Date in the month in
which such Distribution Date occurs.


 


“Early Termination Notice
Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans (including REO Mortgage Loans)
is less than 1.0% of the sum of the aggregate Cut-Off Date Balance of the Mortgage Pool initially included in the Trust Fund.


 


“EDGAR”: The
Commission’s Electronic Data Gathering and Retrieval System.


 


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


 


“Eligible Account”:
Any of (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company
(including the Trustee and the


 






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Certificate Administrator), the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch and Moody’s
in its highest rating category at all times (or, in the case of the REO Account, Collection Account, Loan Combination Custodial
Account, Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt
obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) of which are rated at least
“AA-” by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations
of such depository institution or trust company are rated no less than “F1” by Fitch) and “A2” by Moody’s
or, if applicable, the short-term rating equivalent thereof, which is at least “F1” by Fitch and “P-1”
by Moody’s), (ii) an account or accounts maintained with PNC Bank, National Association, Wells Fargo Bank, National Association
or Citibank, N.A. so long as PNC Bank, National Association’s, Wells Fargo Bank, National Association’s or Citibank,
N.A.’s, as applicable, long-term unsecured debt rating or deposit account rating shall be at least “A-” by Fitch
and “A2” by Moody’s (if the deposits are to be held in the account for more than 30 days) or PNC Bank, National
Association’s, Wells Fargo Bank, National Association’s or Citibank, N.A.’s, as applicable, short-term deposit
account or short-term unsecured debt rating shall be at least “F1” by Fitch and “P-1” by Moody’s
(if the deposits are to be held in the account for 30 days or less), (iii) a segregated trust account or accounts maintained with
the corporate trust department of a federal or state chartered depository institution or trust company that, in either case, has
corporate trust powers, acting in its fiduciary capacity, which institution or trust company has a combined capital and surplus
of at least $50,000,000, is (in the case of a state chartered depository institution or trust company) subject to regulations substantially
similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state authority, and the long-term
unsecured debt obligations of which are rated at least “A2” by Moody’s, (iv) such other account or accounts that,
but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses
(i) - (iii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum
ratings set forth in the applicable clause is not satisfied with respect to such account, or (v) such other account or accounts
not listed in clauses (i) - (iii) above with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency.
Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar
instrument.


 


“Eligible Asset Representations
Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations reviewer on a
transaction rated by any of Moody’s, Fitch, KBRA, S&P, DBRS or Morningstar and that has not been a special servicer,
operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P, DBRS
or Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction
citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as
applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties set
forth in Section 2.10, (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, an originator, the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Holder or any of their respective
Affiliates, (d) has not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting,
brokerage, borrower advisory or similar services with


 






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respect to any Mortgage Loan or any related Companion Loan prior to the Closing
Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement or the Directing Holder
or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection
with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible Operating
Advisor”: An institution (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s,
Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on a transaction for which
Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings of, one
or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor,
as applicable, as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties
set forth in Section 2.09(a) of this Agreement, (iii) that is not (and is not affiliated with) the Depositor, the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative,
or a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization
of a Companion Loan, or any of their respective Affiliates and (iv) that has not been paid any fees, compensation or other remuneration
by any Special Servicer or successor Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation
of the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer.


 


“Enforcing Party”:
In connection with any Repurchase Request, (i) in the event one or more Requesting Certificateholders has delivered a Final Dispute
Resolution Election Notice with respect thereto pursuant to Section 2.03(g) of this Agreement, with respect to the mediation
or arbitration that arises out of such Final Dispute Resolution Election Notice, such Requesting Certificateholders, or (ii) in
all other cases, the Enforcing Servicer.


 


“Enforcing Servicer”:
The Master Servicer (in the case of Mortgage Loans that are not Specially Serviced Loans) or the Special Servicer (in the case
of Mortgage Loans that are Specially Serviced Loans). If the Master Servicer is the Enforcing Servicer, the Master Servicer may
(but shall not be obligated to) consult with the Special Servicer and (for so long as no Consultation Termination Event has occurred)
the Directing Holder regarding any Proposed Course of Action.


 


“Environmental Report”:
The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller
in connection with the origination or acquisition of the related Mortgage Loan.


 


“ERISA”: The
Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 






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“ERISA Restricted Certificate”:
Any Class E, Class F, Class G or Class H 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 with respect to ERISA Restricted
Certificates contained in Section 5.03(m) of this Agreement if, as of the date of a proposed transfer of such Certificate,
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.


 


“Escrow Account”:
As defined in Section 3.04(b) of this Agreement.


 


“Escrow Payment”:
Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement
for the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated
improvements and similar items in respect of the related Mortgaged Property.


 


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System, and its successors in interest.


 


“Excess Interest”:
With respect to each ARD Mortgage Loan, additional interest accrued on such ARD Mortgage Loan after the Anticipated Repayment Date
allocable to the difference between the Revised Rate and the Mortgage Rate, plus any compound interest thereon, to the extent permitted
by applicable law and the related Loan Documents. The Excess Interest on any ARD Mortgage Loan shall not be an asset of any Trust
REMIC, but rather shall be an asset of the Grantor Trust. There are no ARD Mortgage Loans included in the Trust Fund and, accordingly,
no Excess Interest is payable to the Trust and all references in this Agreement to “Excess Interest” shall be disregarded.


 


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


 


“Excess Interest Distribution
Account”: If there are any ARD Mortgage Loans included in the Trust Fund, the trust account or subaccount created and
maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement in trust for the Holders of any
Excess Interest Certificates (if applicable), which (subject to changes in the identities of the Certificate Administrator and/or
the Trustee) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas,
as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2016-GC37 – Excess Interest Distribution Account”. Any such account shall be an Eligible Account.
The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of any Excess Interest Certificates
(if applicable). The Excess Interest Distribution Account shall not be an asset of the Lower Tier REMIC or the Upper Tier REMIC,
but rather shall be an asset of the Grantor Trust. There are no ARD Mortgage Loans included in the Trust Fund and, accordingly,
no Excess Interest Distribution


 






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Account will be established with respect to the Trust and all references in this Agreement to “Excess
Interest Distribution Account” shall be disregarded.


 


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


 


“Excess Liquidation
Proceeds”: With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage Loan or related
REO Property (net of any related Liquidation Expenses and any amounts payable to a related Serviced Companion Loan Holder pursuant
to the related Co-Lender Agreement), over (ii) the amount that would have been received if a Principal Payment in full had been
made, and all other outstanding amounts had been paid, with respect to such Mortgage Loan on the Due Date immediately following
the date on which such proceeds were received. With respect to any Outside Serviced Mortgage Loan, Excess Liquidation Proceeds
shall mean such Outside Serviced Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined
in accordance with the applicable Outside Servicing Agreement and the related Co-Lender Agreement that are received by the Trust.


 


“Excess Liquidation
Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the identities
of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on
behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2016-GC37, Excess Liquidation Proceeds Reserve Account.”
Any such account shall be an Eligible Account.


 


“Excess Modification
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum of (A) the excess
of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any of the terms of a
Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid or unreimbursed Advances and Additional
Trust Fund Expenses (including, without limitation, interest on unreimbursed Advances to the extent not otherwise paid or reimbursed
by the related Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but excluding (1) Special Servicing
Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or previously incurred hereunder with
respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and reimbursed from such Modification
Fees (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such Modification Fees) and (B) Advances
and Additional Trust Fund Expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A),
which Advances and Additional Trust Fund Expenses have been recovered from the related Mortgagor as Penalty Charges, specific reimbursements
or otherwise. All Excess Modification Fees earned by the Special Servicer shall offset any future Workout Fees or Liquidation Fees
payable with respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) or REO Property; provided that if the Serviced Mortgage Loan (or


 






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Serviced Loan Combination, if applicable) ceases being a Corrected Loan, and is subject
to a subsequent modification, any Excess Modification Fees earned by the Special Servicer prior to such Serviced Mortgage Loan
(or Serviced Loan Combination, if applicable) ceasing to be a Corrected Loan shall no longer be offset against future Liquidation
Fees and Workout Fees unless such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceased to be a Corrected
Loan within 18 months of it becoming a modified Serviced Mortgage Loan (or modified Serviced Loan Combination, if applicable).
If such Mortgage Loan (or Serviced Loan Combination) ceases to be a Corrected Loan, the Special Servicer shall be entitled to a
Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or
amendment or future liquidation of the Specially Serviced Loan or related REO Property (including in connection with a repurchase,
sale, refinance, discounted or full payoff or other liquidation); provided that any Excess Modification Fees earned and
paid to the Special Servicer in connection with such subsequent modification, waiver, extension or amendment (or, as contemplated
by the preceding proviso, a prior modification, waiver, extension or amendment) shall be applied to offset such Liquidation Fee
or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the Master
Servicer or the Special Servicer (after taking into account any offset described above applied during such 12-month period) with
respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) shall be subject to a cap equal to the greater
of (i) 1% of the outstanding principal balance of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) after
giving effect to such transaction, and (ii) $25,000.


 


“Excess Penalty Charges”:
With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and any Collection Period, the sum of
(A) the excess of (i) any and all Penalty Charges collected in respect of such Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) during such Collection Period, over (ii) all unpaid or unreimbursed Advances and Additional Trust Fund Expenses
(including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by the related Mortgagor, but
excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust
(and, if applicable, the related Serviced Companion Loan Holder) with respect to such Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable) and reimbursed from such Penalty Charges (which such Advances and Additional Trust Fund Expenses shall
be reimbursed from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) Advances and expenses
previously paid or reimbursed from Penalty Charges as described in the immediately preceding clause (A), which Advances and expenses
have been recovered from the related Mortgagor or otherwise.


 


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


 


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


 






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“Excess Servicing Fee
Rate”: With respect to each Mortgage Loan (including an REO Mortgage Loan), a rate per annum equal to the Servicing
Fee Rate (minus the applicable fee rate, if any, set forth under the column labeled “Subservicing Fee Rate (%)” on
the Mortgage Loan Schedule) minus 0.0025%; provided that such rate shall be subject to reduction at any time following any
resignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor is appointed in accordance
with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant to Section 7.01 of this Agreement,
to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master
Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02 of this Agreement.


 


“Excess Servicing Fee
Right”: With respect to each 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, the Master Servicer shall be the owner
of such Excess Servicing Fee Right.


 


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


 


“Exchange Date”:
As defined in Section 5.12(g) of this Agreement.


 


“Exchangeable Certificates”:
The Class A-S, Class B and Class C Certificates, collectively.


 


“Exchangeable Distribution
Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section
3.05(d) of this Agreement in trust for the Holders of the Exchangeable Certificates, which (subject to any changes in the identity
of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on
behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2016-GC37, Exchangeable Distribution Account.” Any
such account shall be an Eligible Account. The Exchangeable Distribution Account shall not be an asset of any Trust REMIC formed
hereunder, but rather shall be an asset of the Grantor Trust.


 


“Exchangeable Proportion”:
Class A-S, Class B and Class C Certificates that evidence equal Tranche Percentage Interests in the related Class EC Regular Interests.


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative or
any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Mortgage Loan. Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”,
the Controlling Class Certificateholder or Controlling Class Representative, as the case may be, shall provide notice in the form
of Exhibit M-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee and the Certificate Administrator, which such notice shall be physically delivered in accordance with Section 12.04 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling


 






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Class
Mortgage Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit M-1F hereto, which notice shall provide the CitiDirect Login User ID associated with such Excluded
Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class
Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.


 


“Excluded Controlling
Class Mortgage Loan”: Any Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the
Controlling Class Representative or any Controlling Class Certificateholder, as applicable, is a Borrower Party. For the avoidance
of doubt, if a Mortgage Loan or a Loan Combination is not an Excluded Controlling Class Mortgage Loan, such Mortgage Loan or Loan
Combination also is not an Excluded Mortgage Loan.


 


“Excluded Information”:
With respect to any Excluded Controlling Class Mortgage Loan or Excluded Special Servicer Mortgage Loan, as applicable, any information
and reports solely relating to such Mortgage Loan(s) and/or the related Mortgaged Properties, including, without limitation, any
Asset Status Reports, Final Asset Status Reports or summaries thereof, or any Appraisals, inspection reports (related to Specially
Serviced Loans conducted by the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable), any Officer’s
Certificates delivered by the Master Servicer, the Special Servicer (or the Excluded Mortgage Loan Special Servicer, as applicable)
or the Trustee pursuant to Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination, the
Operating Advisor Annual Reports (provided that the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable,
shall be entitled to access and view any Operating Advisor Annual Report relating to itself, even if such report also includes
information about any Excluded Special Servicer Mortgage Loan), any determination of the Special Servicer’s or the Excluded
Mortgage Loan Special Servicer’s, as applicable, net present value calculation, any Appraisal Reduction Amount calculations,
environmental assessments, seismic reports and property condition reports and such other information and reports designated as
Excluded Information (other than such information with respect to such Mortgage Loan(s) that is aggregated with information of
other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer or the Excluded Mortgage Loan Special Servicer,
as applicable, or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling
Class Mortgage Loan or Excluded Special Servicer Mortgage Loan, as applicable) shall not be considered “Excluded Information”.
Each of the Master Servicer, the Special Servicer or the Operating Advisor shall deliver any Excluded Information for posting to
the Certificate Administrator’s Website to the Certificate Administrator in accordance with Section 3.32 hereof. For
the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the
“Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information
being delivered in the manner provided in Section 3.32 hereof.


 


“Excluded Mortgage Loan”:
A Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the Controlling Class Representative
or a Controlling Class Certificateholder (or Controlling Class Certificateholders in the aggregate) of more than


 






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50% of the Controlling
Class (by Certificate Balance) is a Borrower Party (or are Borrower Parties, as applicable). For the avoidance of doubt, any Excluded
Mortgage Loan is also an Excluded Controlling Class Mortgage Loan.


 


“Excluded Mortgage Loan
Special Servicer”: With respect to any Excluded Special Servicer Mortgage Loan, a Special Servicer that is not a Borrower
Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in this Agreement.


 


“Excluded Special Servicer
Mortgage Loan”: As of any date of determination, any Mortgage Loan or Loan Combination with respect to which the related
Special Servicer, to its knowledge, is a Borrower Party.


 


“FDIC”: The
Federal Deposit Insurance Corporation, and its successors in interest.


 


“Final Asset Status
Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data
or supporting information provided by the Special Servicer to the Operating Advisor or the related Directing Holder or any related
Serviced Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any communications
(other than the related Asset Status Report) between the Special Servicer and the related Directing Holder and/or any related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative), with respect to such Specially Serviced Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless any related Outside Controlling Note Holder
(if a Serviced Outside Controlled Loan Combination is involved) or, prior to the occurrence and continuance of a Control Termination
Event, the Controlling Class Representative (if any other Serviced Loan(s) (other than any Excluded Mortgage Loan) are involved),
as applicable, has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has
exhausted all of its rights of approval and consent pursuant to this Agreement, or has been deemed to have approved or consented
to such action, or unless the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.


 


“Final Dispute Resolution
Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Final Recovery Determination”:
With respect to any defaulted Mortgage Loan or Serviced Loan Combination that is a Specially Serviced Loan (or, in the case of
an Outside Serviced Mortgage Loan, the equivalent under the applicable Outside Servicing Agreement) or REO Mortgage Loan, as the
case may be, a determination that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,
REO Proceeds and other payments or recoveries that the Special Servicer, or the related Outside Special Servicer with respect to
an Outside Serviced Mortgage Loan (if it is a “Specially Serviced Loan” (or an analogous concept) under the applicable
Outside Servicing Agreement) or any related REO Property, has determined in accordance with the Servicing Standard will ultimately
be recoverable; provided that with respect to each Outside Serviced Mortgage Loan, the Final Recovery Determination shall
be made by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement.


 






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


 


“Form 8-K Disclosure
Information”: As defined in Section 10.07 of this Agreement.


 


“General Special Servicer”:
As defined in Section 6.08(i) of this Agreement.


 


“Global Certificates”:
Any Certificate registered in the name of the Depository or its nominee.


 


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


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor
Trust Provisions, consisting of (a) the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the
Class C Specific Grantor Trust Assets and the Class EC Specific Grantor Trust Assets, beneficial ownership of which is represented
by the Exchangeable Certificates, and (b) any Excess Interest Grantor Trust Assets, beneficial ownership of which is represented
by any Excess Interest Certificates.


 


“Grantor Trust Certificates”:
The Exchangeable Certificates and any Excess Interest Certificates, collectively.


 


“Grantor Trust Provisions”:
Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).


 


“Ground Lease”:
The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property.


 


“GSMC”: Goldman
Sachs Mortgage Company, a New York limited partnership, and its successors in interest.


 


“GSMC Loan Purchase
Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2016, by and between GSMC and the Depositor.


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified
pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or
any other environmental laws now or hereafter existing, and specifically including, without limitation, asbestos and asbestos-containing
materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances


 






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classified
as being “in inventory,” “usable work in process” or similar classification which would, if classified
as unusable, be included in the foregoing definition.


 


“Holder”:
With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier Regular Interest or Class EC Regular Interest,
the Trustee for the benefit of the Certificateholders.


 


“Indemnified Party”:
As defined in Section 8.05(c) or Section 12.13(d), as applicable, of this Agreement, as the context requires.


 


“Indemnifying Party”:
As defined in Section 8.05(c), Section 10.12 or Section 12.13(d), as applicable, of this Agreement, as the
context requires.


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Master Servicer, the Special Servicer, the Controlling Class Representative, any Mortgagor,
any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof, and (ii) is not
connected with any such Person as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be Independent of the Mortgage Loan Sellers,
the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable,
its Companion Loan Holder Representative) or any Affiliate thereof merely because such Person is (A) compensated for services by,
or (B) the beneficial owner of 1% or less of any class of securities issued by, the Depositor, the Mortgage Loan Sellers, the Trustee,
the Master Servicer, the Special Servicer, the Controlling Class Representative, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder
Representative) or any Affiliate thereof, as the case may be, provided that such ownership constitutes less than 1% of the
total assets owned by such Person.


 


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the
meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except that the ownership tests set
forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class or
35% or more of the aggregate value of all Classes of Certificates), provided that such Trust REMIC does not receive or derive
any income from such Person and the relationship between such Person and the Trust REMIC is at arm’s length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall be considered
to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor) addressed to the Master Servicer, the Trustee and the Certificate Administrator
has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) if the Master Servicer, on behalf of itself, the Trustee and the Certificate


 






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Administrator has
received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that
the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise
herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes
of Code Section 860D(a)) or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property
(provided that such income would otherwise so qualify).


 


“Initial Purchasers”:
Citigroup Global Markets Inc., Goldman, Sachs & Co., Academy Securities, Inc. and Morgan Stanley & Co. LLC.


 


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


 


“Inquiries”:
As defined in Section 4.02(a) of this Agreement.


 


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


 


“Insurance Proceeds”:
Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan (including
an Outside Serviced Mortgage Loan) (including any amounts paid by the Master Servicer pursuant to Section 3.07 of this Agreement);
provided that, in the case of an Outside Serviced Mortgage Loan, “Insurance Proceeds” under this Agreement
shall be limited to any related proceeds of the type described above in this definition that are received by the Trust Fund in
connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement or,
if no allocation is provided in the related Co-Lender Agreement, as allocated pursuant to the applicable Outside Servicing Agreement.


 


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


 


“Interest Accrual Amount”:
(a) With respect to any Distribution Date and any Class of Principal Balance Certificates (exclusive of the Class EC Certificates)
or any Class EC Regular Interest, an amount equal to interest for the related Interest Accrual Period accrued at the applicable
Pass-Through Rate for such Class or Class EC Regular Interest on the related Certificate Balance outstanding immediately prior
to such Distribution Date; and (b) with respect to any Distribution Date and a Class of the Class X Certificates, an amount equal
to the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the respective


 






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Components for such
Class for such Interest Accrual Period. Calculations of interest for each Interest Accrual Period shall be made on 30/360 Basis.


 


“Interest Accrual Period”:
With respect to any Distribution Date, the calendar month prior to the month in which such Distribution Date occurs.


 


“Interest Distribution
Amount”: With respect to any Distribution Date and any Class of Principal Balance Certificates (exclusive of the Class
EC Certificates), any class of Interest-Only Certificates or any Class EC Regular Interest, an amount equal to (A) the sum of (i)
the Interest Accrual Amount with respect to such Class or Class EC Regular Interest for such Distribution Date and (ii) the Interest
Shortfall, if any, with respect to such Class or Class EC Regular Interest for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class or Class EC Regular Interest on such Distribution Date pursuant to Section 4.01(j).


 


“Interest Reserve Account”:
The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23 of this
Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit
of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2016-GC37, Interest Reserve Account” and which shall be an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Principal Balance Certificates (exclusive of the Class EC Certificates),
any Class of Interest-Only Certificates or any Class EC Regular Interest, subject to increase as provided in the penultimate sentence
of the first paragraph of Section 4.01(f) of this Agreement, the sum of (a) the portion of the Interest Distribution Amount
for such Class or Class EC Regular Interest remaining unpaid as of the close of business on the preceding Distribution Date (if
any), and (b) to the extent permitted by applicable law, (i) other than in the case of the Interest-Only Certificates, one month’s
interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class or Class EC Regular Interest for the
subject Distribution Date, and (ii) in the case of a Class of Interest-Only Certificates, one month’s interest on that amount
remaining unpaid at the WAC Rate for the subject Distribution Date.


 


“Interested Person”:
As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Controlling Class Representative, any Mortgage Loan Seller, any Mortgagor,
any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged by the Special
Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible Officer of the Trustee
or the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect to a Defaulted Serviced
Loan Combination, the related Other Depositor, the master servicer, the special servicer (or any independent contractor engaged
by such special servicer), or the trustee for the related Other Securitization Trust, the related Serviced Companion Loan Holder
or its Companion Loan Holder Representative, any holder of a related mezzanine loan, or any Person


 






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actually known to a Responsible
Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities.


 


“Interest-Only Certificates“:
The Class X-A, Class X-B and Class X-D Certificates, collectively.


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued
or executed by a Mortgagor, 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 3.07(a) of this Agreement.


 


“Investment Company
Act”: The Investment Company Act of 1940, as it may be amended from time to time.


 


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


 


“Investor Certification”:
A certificate representing that such Person executing the certificate is a Certificateholder, a Certificate Owner or a prospective
purchaser of a Certificate (or any investment advisor or manager of the foregoing), the Controlling Class Representative (to the
extent the Controlling Class Representative is not a Certificateholder or Certificate Owner of a Certificate), or a Serviced Companion
Loan Holder or its Companion Loan Holder Representative, and that (i) for purposes of obtaining certain information and notices
(including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A)
(1) in the case of a Person that is neither the Controlling Class Representative nor a Controlling Class Certificateholder, such
Person is or is not a Borrower Party or an agent, principal, partner, member, joint venturer, limited partner, employee, representative,
director, trustee, advisor or investor in or of a Borrower Party or (2) in the case of the Controlling Class Representative or
a Controlling Class Certificateholder, such Person is or is not a Borrower Party as to any identified Excluded Controlling Class
Mortgage Loan, and (B) except in the case of a prospective purchaser of a Certificate, a Serviced Companion Loan Holder or its
Companion Loan Holder Representative, such Person has received a copy of the Prospectus, which certificate shall be substantially
in the form of Exhibit M-1A, Exhibit M-1B, Exhibit M-1C or Exhibit M-1D to this Agreement or in the
form of an electronic certification contained on the Certificate Administrator’s Website and/or (ii) for purposes of exercising
Voting Rights (which does not apply to a prospective purchaser of a Certificate, a Serviced Companion Loan Holder or its Companion
Loan Holder Representative), (A) (1) such Person is not a Borrower Party or an agent of any Mortgagor or (2) such person is a Borrower
Party as to any identified Excluded Controlling Class Mortgage Loan, (B) such Person is or is not the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor


 






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or an Affiliate of any of the foregoing
and (C) such Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit M-2A or Exhibit M-2B to this Agreement or in the form of an electronic certification (which may be a click-through confirmation)
contained on the Certificate Administrator’s Website or the Master Servicer’s website. The Certificate Administrator
may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. For
the avoidance of doubt if a Borrower Party is the Controlling Class Representative or a Controlling Class Certificateholder, such
Person (A) shall be prohibited from having access to the Excluded Information solely with respect to the related Excluded Controlling
Class Mortgage Loan and (B) shall not be permitted to exercise voting or control, consultation and/or special servicer appointment
rights as a member of the Controlling Class solely with respect to the related Excluded Controlling Class Mortgage Loan.


 


“Investor Q&A Forum”:
As defined in Section 4.02(a) of this Agreement.


 


“Investor Registry”:
As defined in Section 4.02(a) of this Agreement.


 


“IRS”: The
Internal Revenue Service.


 


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


 


“KGS”: KGS-Alpha
Real Estate Capital Markets, LLC, a Delaware limited liability company, and its successors in interest.


 


“KGS Loan Purchase Agreement”:
The Mortgage Loan Purchase Agreement, dated as of April 1, 2016, by and between KGS and the Depositor.


 


“KGS Holdings”:
KGS Holdings, L.P., a Delaware limited partnership, and its successors in interest.


 


“KGS Holdings Guaranty”:
The letter agreement dated as of April 1, 2016, by KGS Holdings, for the benefit of the Depositor and its successors and permitted
assigns, relating to certain obligations of KGS under the KGS Loan Purchase Agreement.


 


“Liquidation Event”:
With respect to any Mortgage Loan (or Serviced Loan Combination), any of the following events: (i) such Mortgage Loan (or Serviced
Loan Combination) is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan (or Serviced
Loan Combination); (iii) such Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to
Section 6 of the related Loan Purchase Agreement; (iv) such Mortgage Loan is purchased or otherwise acquired by the Special Servicer,
the Master Servicer, the Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder
pursuant to Section 9.01 of this Agreement;


 






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(v) such Mortgage Loan (or Serviced Loan Combination) is purchased by the holder
of a mezzanine loan or a Companion Loan pursuant to the related intercreditor, co-lender or similar agreement; (vi) the taking
of a Mortgaged Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (vii) such Mortgage Loan
(or Serviced Loan Combination) is purchased by any Person in accordance with Section 3.17 of this Agreement; or (viii) in
the case of an Outside Serviced Mortgage Loan, such Mortgage Loan is liquidated by any party pursuant to terms analogous to those
set forth in the preceding clauses contained in the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement.
With respect to any REO Property (and the related REO Mortgage Loan or REO Companion Loan), any of the following events: (i) a
Final Recovery Determination is made with respect to such REO Property; (ii) such REO Property is purchased or otherwise acquired
by the Master Servicer, the Special Servicer, Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining
Certificateholder pursuant to Section 9.01 of this Agreement; (iii) the taking of a REO Property (or portion thereof) by
exercise of the power of eminent domain or condemnation; (iv) such REO Property is purchased by the holder of a mezzanine loan
pursuant to the related intercreditor agreement; or (v) such REO Property is purchased by another party in accordance with Section
3.17 of this Agreement.


 


“Liquidation Expenses”:
All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate
Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property acquired in respect
thereof or final payoff of a Corrected Loan (including, without limitation, legal fees and expenses, committee or referee fees,
and, if applicable, brokerage commissions, and conveyance taxes associated with such Mortgage Loan or Mortgaged Property).


 


“Liquidation Fee”:
(i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff (or unscheduled
partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from the related
Mortgagor, (ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) repurchased or substituted, or with respect to which a Loss of Value Payment is made, as contemplated by Section
2.03 of this Agreement, and (iii) with respect to any Specially Serviced Loan or any REO Property (other than an REO Property
related to an Outside Serviced Mortgage Loan) as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds
or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to the related payment
or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges); provided that the Liquidation
Fee with respect to such Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees
paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition
of “Excess Modification Fees” in this Agreement, but only to the extent those fees have not previously been deducted
from a Workout Fee or Liquidation Fee; provided, however, that, except as contemplated by the preceding proviso with
respect to offset in connection with Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than
$25,000; provided, further, that (a) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan
or Serviced Loan Combination or any Mortgaged Property purchased, repurchased or substituted for pursuant to clauses (iii) through
(v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the


 






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applicable Mortgage
Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 120 days following its receipt of notice
or discovery of the Material Defect that gave rise to the particular repurchase or substitution obligation, and (B) clause (v),
the mezzanine loan holder (based on a purchase option set forth under the related intercreditor agreement) or the Subordinate Companion
Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement or this Agreement) does not purchase such
Serviced Mortgage Loan or Serviced Loan Combination within 90 days of the date that the first purchase option related to the subject
Servicing Transfer Event first becomes exercisable under the related intercreditor agreement, the related Co-Lender Agreement or
this Agreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence of the definition of Liquidation Event
(unless with respect to clause (iv), the mezzanine loan holder (based on a purchase option set forth under the related intercreditor
agreement) or the Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement
or this Agreement) does not purchase such REO Property within 90 days of the date that the first purchase option related to the
subject Servicing Transfer Event first becomes exercisable under the related intercreditor agreement, the related Co-Lender Agreement
or this Agreement, as applicable), (b) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced
Loan Combination or any Mortgaged Property with respect to which a Loss of Value Payment is made as contemplated by Section
2.03(a) of this Agreement unless the applicable Mortgage Loan Seller does not make the particular Loss of Value Payment with
respect to such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of the Material Defect
that gave rise to the payment of the particular Loss of Value Payment, and (c) the Liquidation Fee with respect to each Serviced
Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than 120 days following the Mortgage Loan Seller’s
receipt of notice or discovery of a Material Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding
principal balance of such Serviced Mortgage Loan or REO Mortgage Loan; provided, further that if a Serviced Mortgage
Loan or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a)(ii) of the
definition of Specially Serviced Loan as a result of a payment default at maturity and the related Liquidation Proceeds or payment
are received within 90 days following the related default in connection with the full and final payoff or refinancing of the related
Serviced Mortgage Loan or Serviced Loan Combination, if applicable, the Special Servicer will not be entitled to collect a Liquidation
Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with such liquidation.


 


“Liquidation Fee Rate”:
A rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0%; provided, however, that except as contemplated in the definition of “Liquidation Fee”, no Liquidation Fee will be less than $25,000.


 


“Liquidation Proceeds”:
The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full or discounted payoff
(or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout)
with respect to a Specially Serviced Loan (ii) a Liquidation Event or (iii) the transfer of any Loss of Value Payments from the
Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(c) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with
such Loss of Value Payment, the full amount of such Loss of Value


 






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Payment shall be deemed to constitute “Liquidation Proceeds”
from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage
Loan Seller).


 


“Loan Agreement”:
With respect to any Mortgage Loan or Serviced Loan Combination, the loan agreement, if any, between the related originator(s) and
the Mortgagor, pursuant to which such Mortgage Loan or Serviced Loan Combination was made.


 


“Loan Combination”:
An aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more other mortgage loans (each
of which is referred to as a “Companion Loan”) that are not assets of the Trust, which Mortgage Loan and related
Companion Loan(s) are: (i) each evidenced by one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all secured
by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties. The term “Loan Combination”
shall include any successor REO Mortgage Loan and the related successor REO Companion Loan(s) (or the related deemed Companion
Loan(s), if applicable)). The only Loan Combinations related to the Trust as of the Closing Date are the Sheraton Denver Downtown
Fee Loan Combination, the 79 Madison Avenue Loan Combination, the Austin Block 21 Loan Combination, the 600 Broadway Loan Combination,
the 5 Penn Plaza Loan Combination and the Park Place Loan Combination.


 


“Loan Combination Custodial
Account”: With respect to any Serviced Loan Combination, the respective segregated account or sub-account created and
maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders of such Serviced
Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled
“Wells Fargo Bank, National Association, as Master Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee,
for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 2016-GC37, and the related Serviced Companion Loan Holder, as their interests may appear.”


 


“Loan Combination Special
Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Serviced
Loan Combination or any related REO Property.


 


“Loan Documents”:
With respect to any Mortgage Loan, or Serviced Loan Combination, the documents executed or delivered in connection with the origination
or any subsequent modification of such Mortgage Loan or Serviced Loan Combination, as applicable, or subsequently added to the
related Mortgage File, and any related Co-Lender Agreement and/or intercreditor agreement.


 


“Loan Number”:
With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books and records of the Depositor
or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


 


“Loan Purchase Agreement”:
The CGMRC Loan Purchase Agreement, the GSMC Loan Purchase Agreement, the Rialto Loan Purchase Agreement, the BNYM Loan


 






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Purchase
Agreement, the KGS Loan Purchase Agreement or the RAIT Loan Purchase Agreement, as applicable.


 


“Loan-to-Value Ratio”:
With respect to any Mortgage Loan or Serviced Loan Combination, as of any date of determination, the fraction, expressed as a percentage,
the numerator of which is the then unpaid principal balance of such Mortgage Loan or Serviced Loan Combination, as applicable,
and the denominator of which is the Appraised Value of the related Mortgaged Property as determined by an Appraisal thereof.


 


“Lock-Box Account”:
With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating to a Mortgage Loan
or Serviced Loan Combination to receive rental or other income generated by the Mortgaged Property. Any Lock-Box Account shall
be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain
thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Loan Combination and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.


 


“Lock-Box Agreement”:
With respect to any Mortgage Loan or Serviced Loan Combination, the lock-box or other similar agreement, if any, between the related
originator(s) and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have been established.


 


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


 


“Loss of Value Reserve
Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated
as such pursuant to Section 3.05(g) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but
not part of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier REMIC Distribution
Account”: The account or accounts created and maintained as a separate account (or separate sub-account within the same
account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be
entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for
the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 2016-GC37, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier REMIC Distribution
Account shall be an asset of the Lower-Tier REMIC.


 


“Lower-Tier Principal
Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination. As of
the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier Principal
Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance of each Lower-Tier
Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect of such Lower-Tier
Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement, and shall be further permanently
reduced on such Distribution Date by all Realized


 






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Losses deemed to have been allocated thereto on such Distribution Date pursuant
to Section 4.01(e) of this Agreement, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest
shall equal the Certificate Balance of the Corresponding Certificates. The Lower-Tier Principal Balance of any Lower-Tier Regular
Interest may be increased on a particular Distribution Date as and to the extent contemplated by the penultimate sentence of the
first paragraph of Section 4.01(f) of this Agreement.


 


“Lower-Tier Regular
Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class
LC, Class LD, Class LE, Class LF, Class LG and Class LH Interests.


 


“Lower-Tier REMIC”:
A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other than the Excess Interest),
any related REO Property (or a beneficial interest in the applicable portion of the “REO Property” under the applicable
Outside Servicing Agreement related to any Outside Serviced Mortgage Loan) acquired in respect thereof and all proceeds of such
REO Property, other property of the Trust Fund related thereto and amounts (other than Excess Interest and any interest or other
income earned thereon) held in respect thereof from time to time in the Collection Account, any Serviced Loan Combination Custodial
Account, the Interest Reserve Account and the related REO Account, and amounts held from time to time in the Lower-Tier REMIC Distribution
Account and the Excess Liquidation Proceeds Reserve Account, in each case excluding amounts allocable to the Companion Loans and
any interest or other income earned on such amounts allocable to the Companion Loans.


 


“Lower-Tier Residual
Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the
Lower-Tier REMIC and evidenced by the Class R Certificates.


 


“MAI”: Member
of the Appraisal Institute.


 


“Major Decision”:
Collectively:


 


(a)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Serviced Loans as come into and continue in default;


 


(b)          any
modification, consent to a modification or waiver of a monetary term (other than Penalty Charges which the Master Servicer or the
Special Servicer, as applicable, is permitted to waive pursuant to this Agreement) or material non-monetary term (including, without
limitation, (i) waiver of a Mortgage Loan event of default, (ii) a modification of the type of defeasance collateral required under
the related Loan Documents such that defeasance collateral other than direct, noncallable obligations of the United States of America
would be permitted, (iii) a modification that would permit a principal prepayment instead of defeasance if the related Loan documents
do not otherwise permit such principal prepayment and (iv) a modification with respect to the timing of payments and acceptance
of discounted payoffs but excluding waiver of


 






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Penalty Charges) of a Serviced Loan or any extension of the Maturity Date or Anticipated
Repayment Date, as applicable, of any Serviced Loan;


 


(c)          any
sale of a Serviced Mortgage Loan that is a Defaulted Mortgage Loan (and any related Serviced Pari Passu Companion Loan) or REO
Property (other than in connection with (i) the termination of the Trust Fund and (ii) the repurchase of, or substitution for,
any Mortgage Loan by the applicable Mortgage Loan Seller for a Material Defect) for less than the applicable Purchase Price;


 


(d)          any
determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;


 


(e)          any
release of collateral or any acceptance of substitute or additional collateral for a Serviced Loan, or any consent to either of
the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise permitted pursuant to the
specific terms of the related Serviced Loan and for which there is no lender discretion;


 


(f)          any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or, if lender
consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor
or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without
the consent of the lender under the related loan agreement or related to an immaterial easement, right of way or similar agreement;


 


(g)          approving
any change of the property manager at the request of the related Mortgagor;


 


(h)          releases
of any holdback amounts, escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” holdbacks,
escrows or reserves, other than those required pursuant to the specific terms of the related Serviced Loan and for which there
is no lender discretion;


 


(i)           any
acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Serviced Loan other than pursuant to the specific terms of such Serviced Loan and
for which there is no lender discretion;


 


(j)           the
determination of the Master Servicer pursuant to clause (c) of definition of “Specially Serviced Loan” or the Special
Servicer pursuant to clause (b) or clause (c) of the definition of “Specially Serviced Loan”;


 


(k)          following
a default or an event of default with respect to a Serviced Loan, any acceleration of a Serviced Loan, or initiation of judicial,
bankruptcy or similar proceedings under the related Loan Documents or with respect to the related Mortgagor or Mortgaged Property,
other than a foreclosure action or the exercise of customary remedies set forth in the Loan Documents;


 






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(l)           any
modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine lender
or subordinate debt holder related to a Serviced Loan, or an action to enforce rights with respect thereto;


 


(m)         any
determination of an Acceptable Insurance Default;


 


(n)          any
proposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or amount of
insurance coverage required to be obtained and maintained by the related Mortgagor;


 


(o)          any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property to the extent that the
lender has discretion under the terms of the Loan Documents;


 


(p)         
consents involving leasing activities (to the extent lender approval is required under the related Loan Documents) if such lease
(a) involves a ground lease or lease of an outparcel or affects an area greater than or equal to the lesser of (i) 20% of leasable
space or (ii) 20,000 square feet; (b) involves a tenant or space specifically identified by name or space location in the related
Loan Documents as requiring the consent of the lender for the associated activity, (c) such transaction is not a routine leasing
matter for a customary lease of space for parking, office, retail, warehouse, industrial and/or manufacturing purposes or (d) such
transaction relates to a Specially Serviced Loan;


 


(q)          the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a Mortgagor;


 


(r)           approving
any waiver regarding the receipt of financial statements (other than immaterial timing waivers pursuant to which such financial
statements are delivered no less often than quarterly and within 60 days after the end of the calendar quarter);


 


(s)           approving
consents with respect to rights-of-way easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s
ability to make payments with respect to the related Mortgage Loans; and


 


(t)           any
approval of a budget submitted by a Mortgagor with respect to a Mortgage Loan (to the extent lender approval is required under
the related Loan Documents);


 


provided, for the avoidance
of doubt, that any modification, waiver, consent or amendment by the Master Servicer or the Special Servicer that is set forth
in any of clauses (a) through (t) above in this definition shall constitute a Major Decision regardless of
the fact that such action is being taken in connection with a defeasance; and, provided, further, that, in the case
of a Serviced Outside Controlled Loan Combination, “Major Decision” shall have the meaning as such term or any analogous
term is assigned in the related Co-Lender Agreement. For the avoidance of doubt, the Controlling Class Representative shall have
no consent or consultation rights with respect to Major Decisions with respect to any Excluded Mortgage Loan.


 






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“Manager”:
With respect to any Mortgage Loan or Serviced Loan Combination, any property manager for the related Mortgaged Properties.


 


“Master Servicer”:
Wells Fargo Bank, National Association, a national banking association, or its successor in interest, or any successor Master Servicer
appointed as herein provided.


 


“Master Servicer Decision”:As
defined in Section 3.24(a) of this Agreement.


 


“Master Servicer Remittance
Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date.


 


“Master Servicer Servicing
Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance of the duties of
the Master Servicer under this Agreement.


 


“Material Breach”:
As defined in Section 2.03(a) of this Agreement.


 


“Material Defect”:
With respect to any Mortgage Loan, a Material Breach or a Material Document Defect, as the case may be, with respect to such Mortgage
Loan.


 


“Material Document Defect”:
As defined in Section 2.03(a) of this Agreement.


 


“Maturity Date”:
With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect to each Serviced
Companion Loan, the Maturity Date for the related Mortgage Loan.


 


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


 


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


 


“Modification Fees”:
With respect to any Serviced Loan, any and all fees collected from the related Mortgagor with respect to a modification, extension,
waiver or amendment that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing)
agreed to by the Master Servicer or the Special Servicer, other than (a) any Assumption Fees, Consent Fees or assumption application
fees and (b) any fee in connection with a defeasance of such Serviced Loan.


 


“Modified Asset”:
Any Serviced Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special Servicer pursuant
to Section 3.24 of this Agreement in a manner that:


 


(a)          affects
the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments
current with respect to such Serviced Loan);


 


(b)          except
as expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage on any material
portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the


 






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delivery of substitute
real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property
to be released, as determined by an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor and upon
which the Special Servicer may conclusively rely); or


 


(c)          in
the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Serviced Loan or
materially reduces the likelihood of timely payment of amounts due thereon.


 


“Monthly Payment”:
With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan or REO Companion
Loan), and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related Mortgage Rate, which is
payable by the related Mortgagor on such Due Date under the related Note or Notes, exclusive of any Balloon Payment. The Monthly
Payment with respect to any Due Date for (i) an REO Mortgage Loan or REO Companion Loan or (ii) any Mortgage Loan or Serviced Companion
Loan that is delinquent at its respective Maturity Date and with respect to which the Special Servicer has not entered into an
extension, shall be the monthly payment that would otherwise have been payable on such Due Date had the related Note not been discharged
or the related Maturity Date had not been reached, as the case may be, determined as set forth in the preceding sentence and on
the assumption that all other amounts, if any, due thereunder are paid when due. The Monthly Payment for any Serviced Loan Combination
is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion Loan(s).


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC or its successors in interest.


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing the Note(s) evidencing a Mortgage Loan or Loan Combination.


 


“Mortgage File”:
With respect to any Mortgage Loan or the related Serviced Loan Combination, subject to Section 2.01(b), collectively the
following documents:


 


(1)          (A)
the original executed Note for such Mortgage Loan, endorsed on its face or by allonge thereto (without recourse, representation
or warranty, express or implied) to the order of “Deutsche Bank Trust Company Americas, as Trustee, on behalf of the registered
Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2016-GC37”
or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable
Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with
a copy of such


 






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Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination, a copy of the executed Note for each
related Serviced Companion Loan;


 


(2)          an
original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case
(unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon
or certified by the applicable recorder’s office;


 


(3)          an
original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals
or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from the
applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office;


 


(4)          an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment
of Leases (if such item is a document separate from the Mortgage), in favor of “Deutsche Bank Trust Company Americas, as
Trustee, on behalf of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2016-GC37 [and the holder of the related Serviced Companion Loan, as their interests may appear]” or
in blank, or a copy of such assignment if the related Mortgage Loan Seller or its designee, rather than the Trustee, is responsible
for recording such assignment;


 


(5)          the
original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination, if applicable),
in favor of “Deutsche Bank Trust Company Americas, as Trustee, on behalf of the registered Holders of Citigroup Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2016-GC37 [and the holder of the related Serviced
Companion Loan, as their interests may appear]”;


 


(6)          originals
or copies of final written modification agreements in those instances where the terms or provisions of the Note for such Mortgage
Loan (or, if applicable, any Note of a Serviced Loan Combination) or the related Mortgage have been modified, in each case (unless
the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon if
the instrument being modified is a recordable document;


 


(7)          the
original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan
(or the related Serviced Loan Combination, if applicable) or, if such policy has not been issued or located, an irrevocable, binding
commitment (which may be a “marked-up” pro forma title policy marked as binding and executed by an authorized representative
of the title insurer or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative
of the title insurer) to issue such title insurance policy;


 






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(8)          an
original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination, if applicable),
if any, and any ground lessor estoppel;


 


(9)          an
original or copy of the related Loan Agreement, if any;


 


(10)        an
original of any guaranty under such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(11)        an
original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced
Loan Combination, if any;


 


(12)        an
original or copy of the environmental indemnity from the related Mortgagor, if any;


 


(13)        an
original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document separate
from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;


 


(14)        an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is
not included in the assignment described in clause (5)), in favor of “Deutsche Bank Trust Company Americas, as Trustee, on
behalf of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 2016-GC37 [and the holder of the related Serviced Companion Loan, as their interests may appear]”;


 


(15)        any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of such
Mortgage Loan (or the related Serviced Loan Combination, if applicable) or in favor of any assignee prior to the Trustee, and an
original UCC-3 assignment thereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof, certified
to be the copy of such assignment submitted or to be submitted for filing);


 


(16)        in
the case of any Mortgage Loan or the related Serviced Loan Combination as to which there exists a related mezzanine loan, the original
or a copy of the related intercreditor agreement;


 


(17)        an
original or copy of any related environmental insurance policy;


 


(18)        a
copy of any letter of credit relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment
thereof (with the original to be delivered to the Master Servicer);


 


(19)        copies
of any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of
such comfort letter or (ii) if the related comfort letter contemplates


 






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that a request be made of the related franchisor to issue
a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement
comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion in
the Mortgage File within the time period set forth in the penultimate paragraph of Section 2.01(b)), with the original of
any replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer) and/or estoppel
letters relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof; and


 


(20)        in
the case of a Loan Combination, an original or a copy of the related Co-Lender Agreement;


 


provided that, whenever the term “Mortgage
File” is used to refer to documents actually received by the Trustee or a Custodian appointed thereby, such term shall not
be deemed to include such documents and instruments required to be included therein unless they are actually so received.


 


Notwithstanding anything to the contrary contained
herein, with respect to an Outside Serviced Mortgage Loan, the preceding document delivery requirements shall be deemed satisfied
by the delivery by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (i) with respect to clause
(1) above, executed originals of the related documents, and (ii) with respect to clauses (2) through (20) above, a copy of the
mortgage file related to the applicable Outside Serviced Companion Loan delivered under the applicable Outside Servicing Agreement.


 


“Mortgage Loan”:
Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from time to time held in
the Trust Fund, the mortgage loans originally so transferred, assigned and held being identified on the Mortgage Loan Schedule
as of the Cut-Off Date. Such term shall include any Specially Serviced Mortgage Loan, REO Mortgage Loan or defeased Mortgage Loan
and each Outside Serviced Mortgage Loan (but not the Companion Loans).


 


“Mortgage Loan Schedule”:
The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as Exhibit B, which list
shall set forth the following information with respect to each Mortgage Loan:


 


(i)         the
Loan Number;


 


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


 


(iii)       the
Cut-Off Date Balance;


 


(iv)       the
original Mortgage Rate;


 


(v)        the
(A) remaining term to stated maturity and (B) Stated Maturity Date;


 


(vi)       in
the case of a Balloon Loan, the remaining amortization term;


 






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(vii)       the
Servicing Fee Rate (separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing Fee
Rate, and in the case of a Serviced Loan Combination, separately identifying the Servicing Fee Rate applicable to the related Serviced
Companion Loan in such Serviced Loan Combination, and in the case of an Outside Serviced Mortgage Loan, separately identifying
the primary servicing fee rate payable to the Outside Servicer);


 


(viii)      the
Mortgage Loan Seller(s);


 


(ix)        whether
the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;


 


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


 


(xi)        the
Anticipated Repayment Date, if applicable;


 


(xii)       the
Revised Rate, if applicable; and


 


(xiii)      such
Mortgage Loan is part of a Serviced Loan Combination, in which case the information required by clauses (iii), (iv), (v), (vi)
and (vii) above shall also be set forth for the Serviced Companion Loan in the related Serviced Loan Combination.


 


“Mortgage Loan Seller”:
Each of CGMRC, Rialto, KGS, GSMC, BNYM and RAIT, and their respective successors in interest.


 


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


 


“Mortgage Pool”:
All of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include the Companion
Loans or any related REO Companion Loans.


 


“Mortgage Rate”:
With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO Companion Loan),
the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion Loan, is deemed
to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in the related Note or Co-Lender Agreement,
in each case without giving effect to the Default Rate, any Excess Interest or any Revised Rate with respect to such Mortgage Loan
or Serviced Companion Loan, as the case may be.


 


“Mortgaged Property”:
The underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property (including with
respect to an Outside Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain Mortgage Loans and
any related Companion Loan(s), a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in
a portion of the property and a fee simple


 






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estate in the remainder, in a parcel of land improved by a commercial property, together
with any personal property, fixtures, leases and other property or rights pertaining thereto.


 


“Mortgagor”:
The obligor or obligors on a Note evidencing a Mortgage Loan and any related Note(s) in favor of any related Companion Loan Holder(s),
including, without limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the original
obligor under such Note evidencing a Mortgage Loan and any such Note(s) in favor of any related Companion Loan Holder(s).


 


“Mortgagor Accounts”:
As defined in Section 3.07(a) of this Agreement.


 


“Net Condemnation Proceeds”:
The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan (including an REO Mortgage Loan
or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect thereto and (ii) amounts required to be
applied to the restoration or repair of the related Mortgaged Property; provided that, in the case of an Outside Serviced
Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall be limited to any related Condemnation Proceeds
that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth
in the related Co-Lender Agreement.


 


“Net Insurance Proceeds”:
Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released
to the Mortgagor in accordance with the express requirements of the Mortgage or Note or other Loan Documents included in the Mortgage
File or in accordance with the Servicing Standard, or with respect to the environmental insurance policy, applied to pay any costs,
expenses, penalties, fines or similar items; provided that, in the case of an Outside Serviced Mortgage Loan, “Net
Insurance Proceeds” under this Agreement shall be limited to any related Insurance Proceeds that are received by the Trust
Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“Net Liquidation Proceeds”:
The Liquidation Proceeds received by the Trust Fund with respect to any Mortgage Loan or Serviced Loan Combination (including an
REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with respect thereto.


 


“Net Mortgage Rate”:
With respect to any Mortgage Loan (including an REO Mortgage Loan), the per annum rate equal to the related Mortgage Rate
minus the related Administrative Cost Rate.


 


“Net Mortgage Pass-Through
Rate“: (a) With respect to any Mortgage Loan (including an REO Mortgage Loan) that accrues interest on a 30/360 Basis,
for any Distribution Date, the Net Mortgage Rate in effect for such Mortgage Loan during the one-month accrual period applicable
to the Due Date for such Mortgage Loan that occurs in the same month as that Distribution Date; and (b) with respect to any Mortgage
Loan (including an REO Mortgage Loan) that accrues interest on an Actual/360 Basis, for any Distribution Date, the annualized rate
at which interest would have to accrue in respect of such Mortgage Loan on a 30/360 Basis in order to produce the aggregate amount
of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise
would have accrued) in


 






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respect of such Mortgage Loan (adjusted to the related Net Mortgage Rate and, if applicable, exclusive of
any Excess Interest) during the one-month accrual period applicable to the Due Date for such Mortgage Loan that occurs in the same
month as that Distribution Date. However, with respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, when
determining: (i) the related Net Mortgage Pass-Through Rate for the Distribution Date in January (except during a leap year) or
February of any year subsequent to 2016 (in any event unless that Distribution Date is the final Distribution Date), the “aggregate
amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise
would have accrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed to exclude related Withheld
Amounts to be transferred to the Interest Reserve Account in such month; or (ii) the related Net Mortgage Pass-Through Rate for
the Distribution Date in March (or in February if the final Distribution Date occurs in such particular month of February) in any
year subsequent to 2016, the “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary
principal prepayment affecting same, that otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence,
shall be deemed to include related Withheld Amounts to be deposited in the Lower-Tier REMIC Distribution Account for distribution
on such Distribution Date. In addition, the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan for any Distribution
Date shall be determined without regard to: (i) any modification, waiver or amendment of the terms of such Mortgage Loan, whether
agreed to by the Master Servicer, the Special Servicer, an Outside Servicer or an Outside Special Servicer or resulting from a
bankruptcy, insolvency or similar proceeding involving the related borrower; (ii) the occurrence and continuation of a default
under such Mortgage Loan; (iii) the passage of the related maturity date or, in the case of an ARD Loan, the related Anticipated
Repayment Date; and (iv) the related Mortgaged Property becoming an REO Property.


 


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


 


“Net REO Proceeds”:
With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds received by the Trust Fund
with respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds of a liquidation thereof),
net of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.16(b) of this Agreement; provided that, in the case of an REO Property that relates to an Outside Serviced
Mortgage Loan, “Net REO Proceeds” under this Agreement shall be limited to any REO Proceeds that are received by the
Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender
Agreement.


 


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


 


“Nonrecoverable Advance”:
Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts shall constitute a
Nonrecoverable Advance only when the Person making such determination in accordance with


 






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the procedures specified in Sections
3.20 and 4.06, the definition of Nonrecoverable P&I Advance or the definition of Nonrecoverable Property Advance,
as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed
Reimbursement Amounts, would not ultimately be recoverable from late collections or any other recovery on or in respect of the
related Mortgage Loan or Serviced Loan Combination or REO Property, as applicable, or (b) has determined that such Workout-Delayed
Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that
made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future
general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable P&I
Advance”: With respect to any Mortgage Loan, any P&I Advance previously made or proposed to be made in respect of
such Mortgage Loan or a related REO Mortgage Loan by the Master Servicer or the Trustee, which P&I Advance such party or the
Special Servicer has determined pursuant to and in accordance with Section 4.06 of this Agreement, would not or will not
be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any other recovery
on or in respect of such Mortgage Loan or REO Mortgage Loan, as the case may be.


 


“Nonrecoverable Property
Advance”: Any Property Advance previously made or proposed to be made in respect of a Serviced Mortgage Loan, Serviced
Loan Combination or REO Property by the Master Servicer or the Trustee, which Property Advance the advancing party or the Special
Servicer has determined pursuant to and in accordance with Section 3.20 of this Agreement, would not or will not, as applicable,
be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, or any other recovery
on or in respect of such Serviced Mortgage Loan, Serviced Loan Combination or REO Property, as the case may be. Any Property Advance
that is not required to be repaid by the related Mortgagor under the terms of the related Loan Documents shall be deemed to be
a Nonrecoverable Advance for purposes of the Master Servicer’s or the Trustee’s entitlement to reimbursement for such
Advance. In the case of an Outside Serviced Mortgage Loan or any related REO Property, the term “Nonrecoverable Property
Advance” shall have the meaning assigned thereto in the Outside Servicing Agreement.


 


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


 


“Non-Reduced Certificates”:
As of any date of determination, any Class of Certificates (other than the Class R and Class X Certificates) then outstanding for
which (a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate
payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such Class of Certificates
as of such date of determination, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such date of
determination and (z) any Realized Losses previously allocated to such Class of Certificates as of such date of determination,
is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of Certificates less
(ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class
of Certificates as of such date of determination; provided that for purposes of this


 






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definition, the Class A-S Certificates
and the Class EC Component A-S will be considered as if they together constitute a single “Class” of Certificates,
the Class B Certificates and the Class EC Component B will be considered as if they together constitute a single “Class”
of Certificates, the Class C Certificates and the Class EC Component C will be considered as if they together constitute a single
“Class” of Certificates, and the Class EC Certificates will be Non-Reduced Certificates only with respect to each Class
EC Component that is part of a “Class” of Non-Reduced Certificates determined as described in this proviso.


 


“Non-Specially Serviced
Loan”: A Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.


 


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


 


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


 


“Note” or
“Mortgage Note”: With respect to any Mortgage Loan or Companion Loan as of any date of determination, the note
or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or Companion
Loan, as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such date.


 


“Notice of Termination”:
Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or any Holder of a Class R Certificate
pursuant to Section 9.01(c).


 


“Notifying Party”:
As defined in Section 3.01(i).


 


“Notional Amount”:
For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A Notional Amount, (b) with respect
to the Class X-B Certificates, the Class X-B Notional Amount, and (c) with respect to the Class X-D Certificates, the Class X-D
Notional Amount.


 


“NRSRO”: A
nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.


 


“NRSRO Certification”:
A certification executed by an NRSRO in favor of the Rule 17g-5 Information Provider substantially in the form attached as Exhibit
M-5 hereto that states that: (i) such NRSRO is a Rating Agency; or (ii) such NRSRO has provided the Depositor with the appropriate
certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act, such NRSRO has access to the Depositor’s Rule
17g-5 website regarding the Certificates and such NRSRO will keep such information confidential, except to the extent such information
has been made available to the general public. Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the
Certificate Administrator’s Website.


 


“OCC”: The
Office of the Comptroller of the Currency, and its successors in interest.


 






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“Offering Circular”:
The offering circular dated April 13, 2016 relating to the Private Certificates.


 


“Officer’s Certificate”:
With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case of the Master Servicer
or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as the case may be.


 


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


 


“Operating Advisor Annual
Report”: As defined in Section 3.29(d)(ii) of this Agreement.


 


“Operating Advisor Consulting
Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to $12,000 or such lesser
amount as the related Mortgagor agrees to pay with respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable),
payable pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; provided, that the Operating Advisor
Consulting Fee shall be payable only to the extent such fee is actually received from the related Mortgagor as a separately indentifiable
fee; provided, further that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting
Fee with respect to any Major Decision; and provided, further that the Master Servicer or Special Servicer, as applicable,
may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such
full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer,
as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction).


 


“Operating Advisor Fee”:
With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) or any successor REO Mortgage Loan and any Distribution
Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case
of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution
Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest
Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis
respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated
for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating
Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC.


 


“Operating Advisor Fee
Rate”: With respect to each Interest Accrual Period, a rate equal to 0.00240% per annum.


 


“Operating Advisor Personnel”:
The divisions and individuals of the Operating Advisor who are involved in the performance of the duties of the Operating Advisor
under this Agreement.


 






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“Operating Advisor Standard”:
As defined in Section 3.29(b) of this Agreement.


 


“Operating Advisor Termination
Event”: As defined in Section 7.06(a) of this Agreement.


 


“Opinion of Counsel”:
A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable to the Trustee and the Certificate
Administrator, except that any opinion of counsel relating to (a) qualification of a Trust REMIC or the imposition of tax under
the REMIC Provisions on any income or property of any such Trust REMIC, (b) compliance with the REMIC Provisions (including application
of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust under
the Grantor Trust Provisions or (d) a resignation of the Master Servicer or Special Servicer pursuant to Section 6.04, must
be an opinion of counsel who is Independent of the Depositor, the Special Servicer, the Master Servicer, the Operating Advisor
and the Asset Representations Reviewer.


 


“Other 17g-5 Information
Provider”: The applicable other “17g-5 information provider” under an Other Pooling and Servicing Agreement
relating to a Serviced Companion Loan.


 


“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.


 


“Opting-Out Party”:
As defined Section 6.09(h) of this Agreement.


 


“Other Crossed Loans”:
As defined in Section 2.03(a) of this Agreement.


 


“Other Depositor”:
With respect to a Serviced Companion Loan or a Serviced Loan Combination, the “depositor” (within the meaning of Item
1101(e) of Regulation AB) of the related Other Securitization Trust.


 


“Other Exchange Act
Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the
Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling
and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with respect
to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Other Securitization
Trust that is not subject to the reporting requirements of the Exchange Act, 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 PSA Asset Review”:
With respect to any Serviced Companion Loan, any review of representations and warranties with respect to such Serviced Companion
Loan conducted by the related Other Asset Representations Reviewer.


 






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“Other Pooling and Servicing
Agreement”: With respect to a Serviced Companion Loan or the related Serviced Loan Combination, the pooling and servicing
agreement or other comparable agreement governing the creation of the related Other Securitization Trust and the issuance of securities
backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced Companion Loan or Serviced Loan
Combination or the related Mortgage Loan. As of the Closing Date, there is no Other Pooling and Servicing Agreement relating to
the Trust.


 


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


 


“Other Servicer”:
The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan.


 


“Other Special Servicer”:
The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan.


 


“Other Trustee”:
The applicable other “trustee” or, if applicable, the other “certificate administrator” or, if applicable,
the other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.


 


“Outside Certificate
Administrator”: With respect to an Outside Serviced Mortgage Loan, the certificate administrator under the applicable
Outside Servicing Agreement.


 


“Outside Controlling
Note Holder”: With respect to any Loan Combination that is, and only for so long as such Loan Combination is, a Serviced
Outside Controlled Loan Combination, at any time the holder of the related controlling note (regardless of whether such note evidences
a Pari Passu Companion Loan or a Subordinate Companion Loan) or such holder’s designated representative; provided that if, with respect to any Serviced Outside Controlled Loan Combination, the related controlling note is included in a securitization
trust, the Outside Controlling Note Holder shall be the party designated under the pooling and servicing agreement, trust and servicing
agreement or comparable agreement governing the securitization of the related controlling note as authorized to exercise the rights
of the holder of the related controlling note; and provided, further, that the right of any such designated party to exercise some
or all of such rights may terminate or shift to another designated party upon the occurrence of certain trigger events if and to
the extent set forth in the pooling and servicing agreement, trust and servicing agreement or comparable agreement governing the
securitization of the related controlling note. There is no Outside Controlling Note Holder related to the Trust as of the Closing
Date and references in this Agreement to “Outside Controlling Note Holder” shall be disregarded.


 


“Outside Custodian”:
With respect to an Outside Serviced Mortgage Loan, the custodian under the applicable Outside Servicing Agreement.


 


“Outside Depositor”:
With respect to an Outside Serviced Mortgage Loan, the depositor under the applicable Outside Servicing Agreement.


 






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“Outside Operating Advisor”:
With respect to an Outside Serviced Mortgage Loan, the operating advisor under the applicable Outside Servicing Agreement.


 


“Outside Paying Agent”:
With respect to an Outside Serviced Mortgage Loan, the paying agent under the applicable Outside Servicing Agreement.


 


“Outside Securitization
Trust”: With respect to any Outside Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item
1101(f) of Regulation AB) that holds a related Outside Serviced Companion Loan (or any portion thereof or interest therein) and
is created under the related Outside Servicing Agreement.


 


“Outside Service Providers”:
With respect to any Outside Serviced Mortgage Loan, the related Outside Trustee, Outside Custodian, Outside Certificate Administrator,
Outside Paying Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any of the foregoing.


 


“Outside Serviced Co-Lender
Agreement”: The Co-Lender Agreement for an Outside Serviced Loan Combination. The only Outside Serviced Co-Lender Agreements
related to the Trust as of the Closing Date are the Sheraton Denver Downtown Fee Co-Lender Agreement, the 79 Madison Avenue Co-Lender
Agreement, the Austin Block 21 Co-Lender Agreement, the 600 Broadway Co-Lender Agreement, the 5 Penn Plaza Co-Lender Agreement
and the Park Place Co-Lender Agreement.


 


“Outside Serviced Companion
Loan”: Any Companion Loan that is part of an Outside Serviced Loan Combination. The only Outside Serviced Companion Loans
related to the Trust as of the Closing Date are the Sheraton Denver Downtown Fee Companion Loan, the 79 Madison Avenue Companion
Loan, the Austin Block 21 Companion Loan, the 600 Broadway Companion Loans, 5 Penn Plaza Companion Loans and the Park Place Companion
Loans.


 


“Outside Serviced Loan
Combination”: Any Loan Combination that is not serviced under this Agreement, but instead is being serviced pursuant
to the pooling and servicing agreement or other comparable agreement governing the securitization of a related Companion Loan (whether
by itself or with other mortgage assets), or pursuant to any successor servicing agreement contemplated by the related Co-Lender
Agreement. The only Outside Serviced Loan Combinations related to the Trust as of the Closing Date are the Sheraton Denver Downtown
Fee Loan Combination, the 79 Madison Avenue Loan Combination, the Austin Block 21 Loan Combination, the 600 Broadway Loan Combination,
the 5 Penn Plaza Loan Combination and the Park Place Loan Combination.


 


“Outside Serviced Loan
Combination Noteholders”: With respect to an Outside Serviced Loan Combination, the holder of the related Outside Serviced
Mortgage Loan and the holder(s) of the related Outside Serviced Companion Loan(s), collectively.


 


“Outside Serviced Mortgage
Loan”: Any Mortgage Loan that is part of an Outside Serviced Loan Combination. The only Outside Serviced Mortgage Loans
related to the Trust as of the Closing Date are the Sheraton Denver Downtown Fee Mortgage Loan, the 79 Madison Avenue Mortgage
Loan, the Austin Block 21 Mortgage Loan, the 600 Broadway Mortgage Loan, the 5 Penn Plaza Mortgage Loan and the Park Place Mortgage
Loan.


 






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“Outside Servicer”:
With respect to an Outside Serviced Mortgage Loan, the master servicer under the applicable Outside Servicing Agreement.


 


“Outside Servicing Agreement”:
With respect to an Outside Serviced Mortgage Loan or the related Outside Serviced Loan Combination, the pooling and servicing agreement
or other comparable agreement governing the creation of an Outside Securitization Trust that includes a related Outside Serviced
Companion Loan, the issuance of securities backed by the assets of such Outside Securitization Trust and the servicing of such
Outside Serviced Mortgage Loan, such Outside Serviced Loan Combination and the related Outside Serviced Companion Loan(s), or any
successor servicing agreement with respect to such Outside Serviced Mortgage Loan, such Outside Serviced Loan Combination and the
related Outside Serviced Companion Loan(s) contemplated by the related Co-Lender Agreement. The only Outside Servicing Agreements
related to the Trust as of the Closing Date are (i) the CGCMT 2016-GC36 Pooling and Servicing Agreement, pursuant to which the
Sheraton Denver Downtown Fee Mortgage Loan, the Austin Block 21 Mortgage Loan, the 5 Penn Plaza Mortgage Loan and the Park Place
Mortgage Loan (each of which is an Outside Serviced Mortgage Loan) are being serviced, (ii) the CGCMT 2016-P3 Pooling and Servicing
Agreement, pursuant to which the 79 Madison Avenue Mortgage Loan (which is an Outside Serviced Mortgage Loan) is being serviced,
and (iii) the DBJPM 2016-C1 Pooling and Servicing Agreement, pursuant to which the 600 Broadway Mortgage Loan (which is an Outside
Serviced Mortgage Loan) is being serviced.


 


“Outside Special Servicer”:
With respect to an Outside Serviced Mortgage Loan, the special servicer under the applicable Outside Servicing Agreement.


 


“Outside Trustee”:
With respect to an Outside Serviced Mortgage Loan, the trustee under the applicable Outside Servicing Agreement.


 


“Ownership Interest”:
Any record or beneficial interest in a Class R Certificate.


 


“P&I Advance”:
As to any Mortgage Loan (including any Outside Serviced Mortgage Loan and any REO Mortgage Loan), any advance made by the Master
Servicer or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment or reimbursement of a
P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication, payment or reimbursement
of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.


 


“Pari Passu Companion
Loan”: A Companion Loan that is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu
Companion Loans related to the Trust as of the Closing Date are the Sheraton Denver Downtown Fee Companion Loan, the 79 Madison
Avenue Companion Loan, the Austin Block 21 Companion Loan, the 600 Broadway Companion Loans, the 5 Penn Plaza Companion Loans and
the Park Place Companion Loans.


 


“Pari Passu Indemnified
Items”: As defined in Section 3.01(j)(ii) of this Agreement.


 


“Pari Passu Indemnified
Party”: As defined in Section 3.01(j)(ii) of this Agreement.


 






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“Pari Passu Loan Combination”:
A Loan Combination that includes a Pari Passu Companion Loan. The only Pari Passu Loan Combinations related to the Trust as of
the Closing Date are Sheraton Denver Downtown Fee Loan Combination, the 79 Madison Avenue Loan Combination, the Austin Block 21
Loan Combination, the 600 Broadway Loan Combination, the 5 Penn Plaza Loan Combination and the Park Place Loan Combination.


 


“Park Place
Co-Lender Agreement”: With respect to the Park Place Loan Combination, the related co-lender agreement, dated as of
February 1, 2016, by and between the holder of the Park Place Mortgage Loan and the Park Place Companion Loan Holders,
relating to the relative rights of the holder of the Park Place Mortgage Loan and the Park Place Companion Loan Holders, as
amended by a resizing amendment to co-lender agreement dated as of March 31, 2016, as the same may be further amended from
time to time in accordance with the terms thereof.


 


“Park Place Companion
Loans”: With respect to the Park Place Loan Combination, the related promissory notes made by the related Mortgagor and
secured by the Park Place Mortgage and designated as promissory notes A-1 and A-2-2, which are not included in the Trust and are
pari passu in right of payment with the Park Place Mortgage Loan to the extent set forth in the related Loan Documents and as provided
in the Park Place Co-Lender Agreement.


 


“Park Place Companion
Loan Holder”: The holder of a Park Place Companion Loan.


 


“Park Place Loan Combination”:
The Park Place Mortgage Loan, together with the Park Place Companion Loans, each of which is secured by the Park Place Mortgage.
References herein to the Park Place Loan Combination shall be construed to refer to the aggregate indebtedness secured under the
Park Place Mortgage.


 


“Park Place Mortgage”:
The Mortgage securing the Park Place Mortgage Loan and the Park Place Companion Loans.


 


“Park Place Mortgage
Loan”: With respect to the Park Place Loan Combination, the Mortgage Loan included in the Trust, which is (i) secured
by the Mortgaged Property identified on the Mortgage Loan Schedule as “Park Place” , (ii) evidenced by promissory note
A-2-1 and (iii) pari passu in right of payment with the Park Place Companion Loans to the extent set forth in the related Loan
Documents and as provided in the Park Place Co-Lender Agreement.


 


“Pass-Through Rate”:
Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through
Rate, the Class A-AB Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through
Rate, the Class A-S Pass-Through Rate, the Class A-S Regular Interest Pass-Through Rate, the Class B Pass-Through Rate, the Class
B Regular Interest Pass-Through Rate, the Class C Pass-Through Rate, the Class C Regular Interest Pass-Through Rate, the Class
D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate and the Class
H Pass-Through Rate. The Class EC Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the
interest distributable on the Class EC Components. The Class R Certificates do not have Pass-Through Rates.


 






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“Paying Agent”:
The paying agent appointed pursuant to Section 5.06 of this Agreement.


 


“Penalty Charges”:
With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable) (or successor REO Mortgage Loan or successor REO
Companion Loan), any amounts actually collected thereon from the Mortgagor that represent default charges, penalty charges, late
fees and/or Default Interest (in the case of any Split Mortgage Loan or Serviced Companion Loan, to the extent allocable thereto
pursuant to the related Co-Lender Agreement, and, in the case of a Serviced Companion Loan, to the extent not payable to the Serviced
Companion Loan Holder, and, in the case of an Outside Serviced Mortgage Loan, to the extent remitted by the related Outside Servicer
to the Master Servicer).


 


“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 Certificate (other than a Class R Certificate), the percentage interest is equal to the initial denomination
as of the Closing Date of such Certificate divided by the initial Certificate Balance or Notional Amount, as applicable, of such
Class of Certificates. For these purposes on any date of determination, the “initial denomination as of the Closing Date”
of any Exchangeable Certificate or any Class EC Certificate received in an exchange will be determined as if such Certificate was
part of the related Class on the Closing Date, the “initial denomination as of the Closing Date” of any Exchangeable
Certificate or any Class EC Certificate surrendered in an exchange will be determined as if such Certificate was not part of the
related Class on the Closing Date and the initial Certificate Balance of the related Class of Exchangeable Certificates or Class
EC Certificates will be determined as if such Class consisted only of the Certificates comprising the Class on that date of determination
and such Certificates had been outstanding as of the Closing Date. With respect to any Class R Certificate, the percentage interest
is set forth on the face thereof.


 


“Performing Party”:
As defined in Section 10.12 of this Agreement.


 


“Performing Serviced
Companion Loan”: A Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.


 


“Performing Serviced
Loan”: A Performing Serviced Mortgage Loan, a Performing Serviced Companion Loan or a Performing Serviced Loan Combination,
as the context may require.


 


“Performing Serviced
Loan Combination”: A Serviced Loan Combination that is not a Specially Serviced Loan or REO Loan.


 


“Performing Serviced
Mortgage Loan”: A Serviced Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or REO Loan.


 


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator
in Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section
3.07(c), shall) mature on the


 


 



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Distribution Date) and a maximum maturity of 365 days, regardless of whether issued by the Depositor,
the Master Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates and having at all times the
required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a Rating Agency Confirmation:


 


(i)         obligations
of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality
thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without
limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates
of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed
Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates),
the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority
(guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined
fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest,
such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with
that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(ii)        Federal
Housing Administration debentures;


 


(iii)       obligations
of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National
Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations);
provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount
of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and
(C) such investments must not be subject to liquidation prior to their maturity;


 


(iv)       federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any
bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term
debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) the short-term obligations of which are rated in the highest
short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s,
(B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in
the highest short-term rating category by each Rating Agency and the


 






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long-term obligations of which are rated at least “Aa3”
by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which are rated “Aaa” by Moody’s
(or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of
a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments
have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(v)         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, (A) if it has a term of three months or less, (1) the short-term obligations of which are
rated in the highest short-term debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) the short-term obligations
of which are rated in the highest short-term rating category by Moody’s or the long-term obligations of which are rated at
least “A2” by Moody’s, (B) if it has a term of more than three months and not in excess of six months, the short-term
obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of
which are rated at least “Aa3” by Moody’s and (C) if it has a term of more than six months, the short-term obligations
of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated
“Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such
lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however, that the
investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot
vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 


(vi)        debt
obligations, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term
debt rating category of Fitch and KBRA (if then rated by KBRA) and (2) the short-term obligations of which are rated in the highest
short-term rating category by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s,
(B) if it has a term of more than three months and not in excess of six months, the short-term obligations of which are rated in
the highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aa3”
by Moody’s and (C) if it has a term of more than six months, the short-term obligations of which are rated in the highest
short-term rating category by each Rating Agency and the long-term obligations of which are rated


 






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“Aaa” by Moody’s
(or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as is the subject of
a Rating Agency Confirmation by such Rating Agency); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments
have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;


 


(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), (A) if it has a term of one month or less, the short-term obligations
of which are rated at least “F1” by Fitch and “P-1” by Moody’s (or, in the case of Moody’s,
the long-term obligations of which are rated at least “A2” by Moody’s) and in the highest short-term debt rating
category of KBRA (if then rated by KBRA); (B) if it has a term of more than one month and not in excess of three months, (1) the
short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term
debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated
at least “P-1” by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s
and (3) the short-term debt obligations of which are rated in the highest short-term debt rating category by KBRA (if then rated
by KBRA); (C) if it has a term of more than three months and not in excess of six months, (1) the short-term debt obligations of
which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are
rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1” by
Moody’s and the long-term debt obligations of which are rated at least “Aa3” by Moody’s and (3) the short-term
debt obligations of which are rated in the highest short-term rating category by KBRA (if then rated by KBRA); and (D) if it has
a term of more than six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or
“F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term
debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of which are
rated at least “Aaa” by Moody’s and (3) the short-term debt obligations of which are rated in the highest short-term
rating category by KBRA (if then rated by KBRA) (or, in the case of any such Rating Agency as set forth in clauses (A) through
(D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however,
that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot
vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 






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(viii)      the
Wells Fargo Advantage Heritage Money Market Fund or any other money market fund (in each case, the “Fund”) so
long as the Fund is rated by Fitch and Moody’s in its highest money market fund ratings category (or, if not rated by such
Rating Agency, otherwise acceptable to such Rating Agency and KBRA, as confirmed in a Rating Agency Confirmation);


 


(ix)        any
other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect
to which Rating Agency Confirmation has been obtained from each Rating Agency; and


 


(x)         such
other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the
failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) –
(ix) above, with respect to which a Rating Agency Confirmation has been
obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect
to such demand, money market or time deposit, demand obligation or any other obligation, security or investment;


 


provided, however, that such instrument
continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the
nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument or security evidences
a right to receive only interest payments, (ii) the right to receive principal and interest payments 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, (iii)
the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed at
a price below the purchase price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC
or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds)
treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at the
expense of the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status
of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are subject to prepayment or call may not be purchased
at a price in excess of par.


 


Notwithstanding the foregoing,
to the extent that the Loan Documents with respect to a particular Mortgage Loan require the funds in the related Mortgagor Accounts
to be invested in investments other than those itemized in clauses (i) through (ix) above, the Master Servicer shall invest the
funds in such Mortgagor Accounts in accordance with the terms of the related Loan Documents.


 


“Permitted Special Servicer/Affiliate
Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions
and fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such
party with respect to any Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.


 


“Permitted Transferee”:
With respect to a Class R Certificate, any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other
Person so


 






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designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such
Person or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate
to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding,
(c) a Disqualified Non-U.S. Tax Person, (d) 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 or (e) 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.


 


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


 


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


 


“Plan Investor”:
As defined in Section 5.03(m) of this Agreement.


 


“Preliminary Dispute
Resolution Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Prepayment Assumption”:
The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided, that it is assumed that
any ARD Mortgage Loan is prepaid in full on its Anticipated Repayment Date.


 


“Prepayment Interest
Excess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination that was subject
to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such
Mortgage Loan or Serviced Loan Combination after the related Due Date in such Collection Period, the amount of interest (net of
the related Servicing Fee and any related Excess Interest and Default Interest) that accrued on the amount of such Principal Prepayment
during the period commencing from such Due Date to, but not including, the date as of which such Principal Prepayment was applied
to the unpaid principal balance of the Mortgage Loan or Serviced Loan Combination (or any later date through which interest accrues),
to the extent collected from the related Mortgagor (without regard to any related Yield Maintenance Charge actually collected)
and, in the case of an Outside Serviced Mortgage Loan, remitted to the Trust Fund.


 


“Prepayment Interest
Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination that was subject
to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such
Mortgage Loan or Serviced Loan Combination (with such prepayment allocated between the related Mortgage Loan and Serviced Companion
Loan in accordance with the related Co-Lender Agreement) prior to the related Due Date in such Collection Period, the amount of
interest (net of the related Servicing Fee and any related Excess Interest and Default Interest) to the extent not collected from
the related Mortgagor (without regard to any Yield Maintenance Charge that may be collected), that would have accrued on the amount
of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to the
unpaid


 






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principal balance of such Mortgage Loan or Serviced Loan Combination through the end of the one-month accrual period applicable
to such Due Date, inclusive.


 


“Primary Collateral”:
With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated as directly securing
such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien
may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.


 


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition
(or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate
Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer
exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect
from time to time. The Certificate Administrator shall notify in writing the Master Servicer with regard to any determination of
the Prime Rate in accordance with the parenthetical in the preceding sentence.


 


“Principal Balance Certificates”:
The Certificates (other than the Class X and Class R Certificates), collectively.


 


“Principal Distribution
Amount”: For any Distribution Date, an amount equal to the sum of the following amounts:


 


(A)          the
Scheduled Principal Distribution Amount for such Distribution Date;


 


(B)          the
Unscheduled Principal Distribution Amount for such Distribution Date;


 


(C)          the
Principal Shortfall, if any, for the prior Distribution Date; and


 


provided that the Principal Distribution
Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (i) Nonrecoverable
Advances (including any servicing advance with respect to an Outside Serviced Mortgage Loan under the related Outside Servicing
Agreement), together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal
collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would
have otherwise been included in the Principal Distribution Amount for such Distribution Date and (ii) Workout-Delayed Reimbursement
Amounts that were paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period
during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution
Date (provided that, in the case of clause (i) and (ii) above, if any of the amounts that were reimbursed from principal
collections on the Mortgage Loans (including the REO Mortgage Loans) for a prior Distribution Date are subsequently recovered on
the related Mortgage Loan (including an REO Mortgage Loan), such recovery will increase the Principal Distribution Amount for the
Distribution Date related to the Collection Period in which such recovery occurs).


 






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The principal component of the
amounts set forth above shall be determined in accordance with Section 1.02 hereof.


 


“Principal Prepayment”:
Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Loan Combination which is received in advance of its
scheduled Due Date 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 related Mortgaged Property through defeasance.


 


“Principal Shortfall”:
For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for such Distribution Date exceeds
(ii) the aggregate amount actually distributed with respect to principal on the Principal Balance Certificates on such Distribution
Date in respect of such Principal Distribution Amount.


 


“Private Certificates”:
The Class D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates.


 


“Privileged Information”:
Any (i) correspondence or other communications between the related Directing Holder (and, in the case of a Serviced Loan Combination,
the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative)) and the Special Servicer related to any
Specially Serviced Loan or the exercise of the consent or consultation rights of such Directing Holder under this Agreement and/or
any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative) under the related Co-Lender Agreement,
(ii) strategically sensitive information that the Special Servicer has reasonably determined (and has identified as privileged
or confidential information) could compromise the Trust Fund’s position in any ongoing or future negotiations with the related
Mortgagor or other interested party, and (iii) any information subject to attorney-client privilege.


 


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


 


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the
Special Servicer, the Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, any Additional Servicer
designated by the Master Servicer or the Special Servicer, the Directing Holder (but, in


 






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the case of the Controlling Class Representative,
only for so long as a Consultation Termination Event does not exist), the Operating Advisor, any Affiliate of the Operating Advisor
designated by the Operating Advisor, the Asset Representations Reviewer, any affiliate of the Asset Representations Reviewer designated
by the Asset Representations Reviewer, any Companion Loan Holder that delivers an Investor Certification (subject to the next sentence
and the proviso to this sentence), any Person who provides the Certificate Administrator with an Investor Certification (subject
to the next sentence and the proviso to this sentence) and any NRSRO (including any Rating Agency) that delivers a NRSRO Certification
to the Certificate Administrator; provided that in no event shall an Excluded Controlling Class Holder be entitled to Excluded
Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower Party (but this
exclusion shall not apply to any other Mortgage Loan). In no event shall a Borrower Party or an agent, principal, partner, member,
joint venturer, limited partner, employee, representative, director, trustee, advisor or investor in or of a Borrower Party be
considered a Privileged Person; provided that the foregoing shall not be applicable to, nor limit, an Excluded Controlling Class
Holder’s right to access information with respect to any Mortgage Loan other than Excluded Information with respect to a
related Excluded Controlling Class Mortgage Loan. For the avoidance of doubt, the Controlling Class Representative and each Controlling
Class Certificateholder shall, at any given time, be considered a Privileged Person with respect to any Mortgage Loans or Serviced
Loan Combinations for which it is not then a Borrower Party. If the Special Servicer acquires knowledge that it is a Borrower Party
with respect to any Mortgage Loan or Serviced Loan Combination, the Special Servicer shall nevertheless remain a Privileged Person,
provided, that the Special Servicer (i) shall not, directly or indirectly, provide any information related to any Excluded Special
Servicer Mortgage Loan (which shall include, without limitation, any Excluded Information related to such Excluded Special Servicer
Mortgage Loan) to any Person or entity, including (A) any related Borrower Party, (B) any employees or personnel of the Special
Servicer or any Affiliate involved in the management of any investment in the related Borrower Party or the related Mortgaged Property
or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a direct or indirect ownership interest in the
related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.


 


“Property Advance”:
As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection Expenses, together with
all other customary, reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’ fees and
fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection with
the servicing and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if a default is imminent thereunder
or a default, delinquency or other unanticipated event has occurred with respect thereto, or in connection with the administration
of any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), including, but not limited to, the
cost of (a) compliance with the obligations of the Master Servicer, the Special Servicer or the Trustee, if any, set forth in Sections
2.03, 3.04 and 3.07 of this Agreement, (b) the preservation, insurance, restoration, protection and management
of a related Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement
or judicial proceedings with respect to a related Mortgaged Property, including


 






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foreclosures, (e) any Appraisal or any other appraisal
or update thereof expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation
of any such REO Property; provided that, notwithstanding anything to the contrary, “Property Advances” shall
not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee, such as costs for office space, office
equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, or costs
and expenses incurred by any such party in connection with its purchase of any Mortgage Loan or REO Property pursuant to any provision
of this Agreement or an intercreditor agreement; and provided, further, that, no Property Advances shall be made
with regard to a Subordinate Companion Loan if the related Mortgage Loan is no longer held by the Trust. Each reference to the
payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or
reimbursement of interest thereon at the Advance Rate from and including the date of the making of such Advance to but excluding
the date of payment or reimbursement. If and when used with respect to an Outside Serviced Mortgage Loan or any related REO Property,
the term “Property Advance” shall have the meaning assigned thereto or to the term “Servicing Advance”
in the applicable Outside Servicing Agreement.


 


“Property Protection
Expenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant to Sections
3.04, 3.07, 3.10(f), 3.10(g) and 3.17(b) or indicated herein as being a cost or expense of the
Lower-Tier REMIC to be advanced by the Master Servicer or the Trustee, as applicable.


 


“Proposed Course of
Action Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Prospectus”:
The prospectus dated April 13, 2016, relating to the Public Certificates.


 


“PSA Party Repurchase
Request”: As defined in Section 2.03 of this Agreement.


 


“PTCE”: Prohibited
Transaction Class Exemption.


 


“Public Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC and Class C Certificates.


 


“Public Documents”:
As defined in Section 4.02(a) of this Agreement.


 


“Public Global Certificates”:
A Global Certificate relating to a Class of Public Certificates.


 


“Purchase Price”:
With respect to any Mortgage Loan (or REO Property), a price equal to the following: (a) the outstanding principal balance of such
Mortgage Loan (or the related REO Mortgage Loan) as of the time of purchase less any portion of any Loss of Value Payment then
on deposit in the Loss of Value Reserve Fund allocable to pay principal of such Mortgage Loan (or REO Property); plus (b) all accrued
and unpaid interest on the principal balance of such Mortgage Loan (or the related REO Mortgage Loan), other than Default Interest
or Excess Interest, at the related Mortgage Rate in effect from time to time through the Due Date


 






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in the Collection Period of purchase;
plus (c) all related unreimbursed Property Advances (including any Property Advances and Advance Interest Amounts with respect
thereto that were reimbursed out of general collections on the Mortgage Loans) (or, in the case of an Outside Serviced Mortgage
Loan, the pro rata portion of any similar amounts allocable to such Mortgage Loan and payable with respect thereto pursuant
to the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances (or,
in the case of an Outside Serviced Mortgage Loan, all such amounts with respect to P&I Advances related to such Outside Serviced
Mortgage Loan and, with respect to outstanding Property Advances, the pro rata portion of any similar interest amounts payable
with respect thereto pursuant to the related Co-Lender Agreement); plus (e) to the extent not otherwise covered by clause (d) above, any unpaid Special Servicing Fees and any other unpaid Additional Trust Fund Expenses outstanding or previously incurred
in respect of the related Mortgage Loan, including all expenses incurred by the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator and the Trustee in respect of the Material Defect giving rise to the repurchase; provided, however, that such expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting
an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate
Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(g) hereof; plus (f)
to the extent not otherwise included in the amount described in clause (e) above, any Liquidation Fee if and to the extent
payable in accordance with the terms and conditions of this Agreement; plus (g) any related Asset Representations Reviewer Asset
Review Fee to the extent not previously paid by the related Mortgage Loan Seller. With respect to any REO Property that relates
to a Serviced Loan Combination, the Purchase Price for the Trust Fund’s interest in such REO Property shall be the amount
calculated in accordance with the first sentence of this definition in respect of the related REO Mortgage Loan and, solely for
purposes of calculating fair prices under the final sentence of Section 3.17(k) of this Agreement, such amount shall be
calculated as if the REO Mortgage Loan consisted of the REO Mortgage Loan and the related REO Companion Loan(s), if applicable.


 


“Qualified Bidder”:
As defined in Section 7.01(b) of this Agreement.


 


“Qualified Institutional
Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified Insurer”:
As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies not referred to in clause (ii)
below, 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 Fitch (or, if not rated by Fitch, an equivalent rating such
as that listed above by at least two NRSROs (which may include S&P, DBRS, Moody’s and/or A.M. Best)) and “A3”
by Moody’s (or, if not rated by Moody’s, then either (x) an equivalent rating such as that listed above by at least
two NRSROs (which may include S&P and/or Fitch) or one NRSRO (which may include S&P and/or Fitch) and A.M. Best or (y)
Moody’s has issued a Rating Agency Confirmation with respect to such insurance company) or (ii) in the case of the fidelity
bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c) of this Agreement, a company
that shall have a claims-paying ability rated at least as follows by at least one of the following NRSROs: “A (low)”
by DBRS, “A-“ by S&P, “A-“ by Fitch, “A3” by Moody’s or “A:X” by A.M.
Best, or (iii) in either


 






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case, an insurance company not satisfying the ratings criteria of any Rating Agency set forth in clause
(i) or (ii), as applicable, but with respect to which the Master Servicer or the Special Servicer, as applicable, has
received a Rating Agency Confirmation from such Rating Agency. “Qualified Insurer” shall also mean any entity that
satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations
under the related insurance policy are guaranteed or backed by an entity that satisfies the ratings criteria set forth in such
clause (construed as if such entity were an insurance company referred to therein).


 


“Qualified Mortgage”:
A Mortgage Loan that is a “qualified mortgage” within the meaning of Code Section 860G(a)(3) (but without regard to
the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a “qualified
mortgage”, or any substantially similar successor provision).


 


“Qualified Substitute
Mortgage Loan”: A mortgage loan that must, on the date of substitution: (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not
received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during
which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have
the same Due Date as and a grace period no longer than that of the deleted Mortgage Loan; (iv) accrue interest on the same basis
as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining
term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted
Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of (a) the loan-to-value ratio of
the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%, in each case using the “value” for the Mortgaged Property
as determined using an Appraisal; (vii) comply (except in a manner that would not be adverse to the interests of the Certificateholders)
as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable
Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with respect
to the related Mortgaged Property and which will be delivered as a part of the related Servicing File; (ix) have a then-current
debt service coverage ratio at least equal to the greater of (a) the debt service coverage ratio of the deleted Mortgage Loan as
of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Code Section
860G(a)(4) as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have
a maturity date or an amortization schedule that extends to a date that is after the date that is three years prior to the Rated
Final Distribution Date; (xii) have prepayment restrictions comparable to those of the deleted Mortgage Loan; (xiii) not be substituted
for a deleted Mortgage Loan unless the Trustee and the Certificate Administrator have received a prior Rating Agency Confirmation
(the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have
been approved, so long as a Consultation Termination Event has not occurred and is not continuing, by the Controlling Class Representative;
(xv) prohibit defeasance within two years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would
result in the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC other than a tax on income
expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii)
have an engineering report with


 






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respect to the related Mortgaged Property that will be delivered as a part of the related Servicing
File; and (xviii) be current in the payment of all scheduled payments of principal and interest then due. In the event that more
than one mortgage loan is substituted for a deleted Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (i)
above shall be determined on the basis of aggregate principal balances and (y) each such proposed Qualified Substitute Mortgage
Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii) above, except that the rates
described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on
a weighted average basis; provided that no individual Mortgage Rate (net of the Administrative Cost Rate) shall be lower
than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the WAC Rate) of any Class of Principal
Balance Certificates or Class EC Regular Interest having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage
Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the replacement Mortgage
Loan(s) meet(s) all of the requirements of the above definition and shall send such certification to the Certificate Administrator
and the Trustee and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


“RAIT”: RAIT
Funding, LLC, a Delaware limited liability company, and its successors in interest.


 


“RAIT Loan Purchase
Agreement”: The Mortgage Loan Purchase Agreement, dated as of April 1, 2016, by and between RAIT and the Depositor


 


“Rated Final Distribution
Date”: The Distribution Date occurring in April 2049.


 


“Rating Agency”:
Each of Moody’s, Fitch and KBRA or their successors in interest. If no such rating agency nor any successor thereof remains
in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating organization
or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the
Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of Moody’s, Fitch and KBRA
herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) of the party so
designated. References herein to the highest long-term unsecured debt rating category of Moody’s, Fitch or KBRA shall mean
“Aaa” with respect to Moody’s and “AAA” with respect to Fitch and KBRA, and, in the case of any other
rating agency, shall mean such highest rating category without regard to any plus or minus or numerical qualification.


 


“Rating Agency Confirmation”:
With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed
action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification
of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided that upon
receipt of a written waiver or other acknowledgment from any applicable Rating Agency indicating its decision not to review or
declining to review the matter for which the Rating Agency Confirmation is sought (such written notice, a “Rating Agency
Declination”), or as otherwise provided in Section 3.30 of this


 






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Agreement, the requirement for the Rating Agency Confirmation
from the applicable Rating Agency with respect to such matter shall be deemed to have been satisfied.


 


“Rating Agency Declination”:
As defined in the definition of “Rating Agency Confirmation” in this Agreement.


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (A) the aggregate Certificate Balance of all Classes of Principal
Balance Certificates (other than the Exchangeable Certificates and the Class EC Certificates) and the Class EC Regular Interests,
after giving effect to distributions of principal on such Distribution Date, exceeds (B) the aggregate Stated Principal Balance
of the Mortgage Loans (including any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer,
the Special Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement
Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) after
giving effect to any and all reductions thereon on such Distribution Date. The allocation of Realized Losses may be reversed as
provided in the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement.


 


“Record Date”:
With respect to each Distribution Date and each Class of Certificates, the last Business Day of the month preceding the month in
which that Distribution Date occurs.


 


“Registered Rating Agency”:
(a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s Website; or (b) any NRSRO other
than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information Provider’s Website and (ii) with
respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification pursuant to Section 12.13(h) of
this Agreement.


 


“Regular Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class D, Class E, Class F, Class G
and Class H Certificates, collectively.


 


“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.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S Global
Certificates”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Regulation S Investor”:
With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation
S.


 






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“Relevant Distribution
Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any Significant
Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous concept) under the
related Other Pooling and Servicing Agreement.


 


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


 


“Remaining Certificateholder”:
Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than the Class R Certificates) or
an assignment of the voting rights thereof; provided, however, that the Certificate Balances of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates and the Class EC Regular Interests and the Notional Amounts of the
Class X-A, Class X-B and Class X-D Certificates have been reduced to zero.


 


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


 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through
860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations)
and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Rents from Real Property”:
With respect to any REO Property, gross income of the character described in Code Section 856(d), which income, subject to the
terms and conditions of that Section of the Code in its present form, does not include:


 


(1)          except
as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO
Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such
property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real
Property);


 


(2)          any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);


 


(3)          any
amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO
Property;


 






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(4)          any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
(whether or not such charges are separately stated); and


 


(5)          rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property
and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under,
or in connection with, the lease.


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16 of this
Agreement on behalf of the Trustee in trust for the Certificateholders and the Serviced Companion Loan Holders, which (subject
to any change in the identities of the Special Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the
benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 2016-GC37 and the Companion Loan Holder REO Account, as their interests may appear.” Any such account or accounts
shall be an Eligible Account.


 


“REO Companion Loan”:
Any Serviced Companion Loan if the related Mortgaged Property has become an REO Property.


 


“REO Extension”:
As defined in Section 3.16(a) of this Agreement.


 


“REO Loan”:
An REO Mortgage Loan, REO Companion Loan or REO Loan Combination, as the context may require.


 


“REO Loan Combination”:
Any Serviced Loan Combination as to which the related Mortgaged Property has become an REO Property.


 


“REO Mortgage Loan”:
Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an REO Property consisting of
the Trust’s beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure of any
of the Outside Serviced Mortgage Loans under the applicable Outside Servicing Agreement; for the avoidance of doubt, any such beneficial
interest will not be serviced by the Special Servicer under this Agreement).


 


“REO Proceeds”:
With respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) and the related REO
Mortgage Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO Property, REO Mortgage
Loan or REO Companion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced Mortgage Loan that
has become an REO Mortgage Loan and in the case of the related REO Property, “REO Proceeds” under this Agreement shall
be limited to any proceeds of the type described above in this definition that are received by the Trust Fund in connection with
such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 






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“REO Property”:
A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced Companion Loan Holder
through foreclosure, deed-in-lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures an Outside
Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Outside Servicing Agreement
on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Mortgage Loan and of the related
Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable
law in connection with a default or imminent default of such Outside Serviced Mortgage Loan.


 


“Reportable Event”:
As defined in Section 10.07 of this Agreement.


 


“Reporting Servicer”:
As defined in Section 10.09 of this Agreement.


 


“Repurchase”:
As defined in Section 2.03(a) of this Agreement.


 


“Repurchase Communication”:
For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication, whether oral or written,
which need not be in any specific form.


 


“Repurchase Request”:
A Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication of a request or demand
for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach with respect to such Mortgage Loan.


 


“Repurchase Request
Rejection”: As defined in Section 2.03(a) of this Agreement.


 


“Repurchase Request
Withdrawal”: As defined in Section 2.03(a) of this Agreement.


 


“Request for Release”:
A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.


 


“Requesting Certificateholder”:
(i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate Owner that, in each case,
is exercising its rights under Section 2.03(g) of this Agreement to refer a matter involving a Repurchase Request to either
mediation or arbitration.


 


“Requesting Holders”:
As defined in Section 3.10(a) of this Agreement.


 


“Requesting Party”:
As defined in Section 3.30(a) of this Agreement.


 


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


 


“Resolution Failure”:
As defined in Section 2.03(f) of this Agreement.


 






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


 


“Responsible Officer”:
When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and, in the event that the
Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent, as applicable) assigned
to the Corporate Trust Office with direct responsibility for the administration of this Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the
particular subject and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct
responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom
a particular matter is referred by the Certificate Administrator because of such officer’s knowledge of and familiarity with
the particular subject. When used with respect to any Certificate Registrar (other than the Trustee or the Certificate Administrator),
any officer or assistant officer thereof.


 


“Restricted Group”:
Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer; the Special
Servicer; any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more than 5% of
the total unamortized principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any and all Affiliates
of any of the aforementioned Persons.


 


“Restricted Party”:
As defined in the definition of “Privileged Information Exception” in this Agreement.


 


“Restricted Period”:
As defined in Section 5.02(c)(i) of this Agreement.


 


“Retained Defeasance
Rights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.


 


“Review Materials”:
As defined in Section 11.01(b)(i).


 


“Review Package”:
A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard)
of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and
copies of all relevant documentation.


 


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


 






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“RFT”: RAIT
Financial Trust, a real estate investment trust, and its successors in interest.


 


“RFT Guaranty”:
The letter agreement dated as of April 1, 2016, by RFT, for the benefit of the Depositor and its successors and permitted assigns,
relating to certain obligations of RAIT under the RAIT Loan Purchase Agreement.


 


“Rialto”:
Rialto Mortgage Finance, LLC, a Delaware limited liability company, and its successors in interest.


 


“Rialto Loan Purchase
Agreement”: The mortgage loan purchase agreement, dated as of April 1, 2016, by and between Rialto and the Depositor.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A Global Certificates”:
As defined in Section 5.02(c)(ii) of this Agreement.


 


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


 


“Rule 15Ga-1 Notice”:
As defined in Section 2.03(a) of this Agreement.


 


“Rule 15Ga-1 Notice
Provider”: As defined in Section 2.03(a) of this Agreement.


 


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


 


“Rule 17g-5 Information
Provider”: The Certificate Administrator acting in such capacity under this Agreement.


 


“Rule 17g-5 Information
Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider pursuant to
Section 12.06 and Section 12.13 of this Agreement, initially located at www.sf.citidirect.com, under the “NRSRO”
tab for the related transaction.


 


“S&P”:
Standard & Poor’s Ratings Services, or its successors in interest.


 


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


 


“Sarbanes-Oxley Certification”:
As defined in Section 10.05 of this Agreement.


 


“Scheduled Principal
Distribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal portions
of:


 


(A)          all
Monthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans)
due or deemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and distributable
to Certificateholders on a preceding


 






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Distribution Date, prior to the related Collection Period, in each case to the extent either
(i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master
Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date) or (ii) advanced by the Master
Servicer or the Trustee, as applicable, pursuant to Section 4.06 in respect of such Distribution Date); and


 


(B)          all
Balloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related
Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day
immediately preceding the related Master Servicer Remittance Date), and to the extent not included in clause (A) above for
the subject Distribution Date and not previously received or advanced and distributable to Certificateholders on a preceding Distribution
Date.


 


For purposes of clarification,
the Scheduled Principal Distribution Amount from time to time shall include all late payments of principal made by the Mortgagors
with respect to the Mortgage Loans, including late payments in respect of a delinquent Balloon Payment, received during the periods
or by the times described above in this definition, except to the extent those late payments are otherwise applied to reimburse
the Master Servicer or the Trustee, as the case may be, for prior P&I Advances, pursuant to Section 3.06(a) and Section
3.06A(a).


 


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


 


“Senior Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B Certificates, collectively.


 


“Sequential Pay Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and
Class H Certificates, collectively.


 


“Service(s)” or
“Servicing”: In accordance with Regulation AB, the act of servicing, managing or administering the Mortgage Loans
or any other assets of the Trust by an entity (other than the Certificate Administrator and the 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 market.


 


“Serviced AB Loan Combination”:
An AB Loan Combination that is being serviced pursuant to this Agreement. There is no Serviced AB Loan Combination relating to
the Trust and all references in this Agreement to “Serviced AB Loan Combination” shall be disregarded.


 






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“Serviced Companion
Loan”: A Companion Loan that is part of a Serviced Loan Combination. There are no Serviced Companion Loans related to
the Trust as of the Closing Date.


 


“Serviced Companion
Loan Holder”: The holder of a Serviced Companion Loan.


 


“Serviced 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 Serviced Companion Loan (or a portion thereof or interest therein).


 


“Serviced Loan”:
A Serviced Mortgage Loan or Serviced Companion Loan.


 


“Serviced Loan Combination”:
A Loan Combination that is being serviced pursuant to this Agreement. There is no Serviced Loan Combination related to the Trust
as of the Closing Date.


 


“Serviced Loan Combination
Remittance Date”: With respect to any Serviced Loan Combination: (i) the date specified as the applicable “remittance
date” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance date”
(or analogous concept) is so specified in the related Co-Lender Agreement, then the earlier of (A) the Master Servicer Remittance
Date or (B) the Business Day immediately following the “determination date” (or analogous concept) set forth in the
related Other Pooling and Servicing Agreement.


 


“Serviced Mortgage Loan”:
A Mortgage Loan that is not an Outside Serviced Mortgage Loan.


 


“Serviced Outside Controlled
Mortgage Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced Mortgage Loan included
in the Trust, which is evidenced by a non-controlling promissory note made by the related Mortgagor. There is no Serviced Outside
Controlled Mortgage Loan related to the Trust and references in this Agreement to “Serviced Outside Controlled Mortgage Loan”
shall be disregarded.


 


“Serviced Outside Controlled
Companion Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced Companion Loan
evidenced by a controlling promissory note made by the related Mortgagor which is not included in the Trust. There is no Serviced
Outside Controlled Companion Loan related to the Trust and references in this Agreement to “Serviced Outside Controlled Companion
Loan” shall be disregarded.


 


“Serviced Outside Controlled
Loan Combination”: A Serviced Loan Combination with respect to which the related “controlling note” (regardless
of whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not included in the Trust. There
is no Serviced Outside Controlled Loan Combination related to the Trust and references in this Agreement to “Serviced Outside
Controlled Loan Combination” shall be disregarded.


 






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“Serviced Pari Passu
Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Pari Passu Loan Combination. There are no Serviced
Pari Passu Companion Loans related to the Trust as of the Closing Date.


 


“Serviced Pari Passu
Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.


 


“Serviced Pari Passu
Loan Combination”: A Pari Passu Loan Combination that is being serviced pursuant to this Agreement. There are no Serviced
Pari Passu Loan Combinations related to the Trust as of the Closing Date.


 


“Serviced Subordinate
Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Loan Combination. There are no Serviced Subordinate
Companion Loans related to the Trust and references in this Agreement to “Serviced Subordinate Companion Loan” shall
be disregarded.


 


“Serviced Subordinate
Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan. There are no Serviced Subordinate Companion
Loan Holders related to the Trust and references in this Agreement to “Serviced Subordinate Companion Loan Holder”
shall be disregarded.


 


“Servicer”:
As defined in Section 10.02(b) of this Agreement.


 


“Servicer Indemnified
Party”: As defined in Section 8.05(c) of this Agreement.


 


“Servicer Termination
Event”: As defined in Section 7.01 of this Agreement.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.


 


“Servicing Fee”:
With respect to each Mortgage Loan and Serviced Companion Loan (including each Specially Serviced Loan and each Outside Serviced
Mortgage Loan) or any successor REO Mortgage Loan or successor REO Companion Loan and for any Distribution Date, the amount accrued
during the related Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial Distribution Date,
the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance
of such Mortgage Loan or such Serviced Companion Loan, as the case may be, as of the close of business on the Distribution Date
in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same
interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan or Serviced
Loan Combination is computed and shall be prorated for partial periods.


 


For the avoidance of doubt, notwithstanding
Section 3.05 or Section 3.12 of this Agreement, (1) the Servicing Fee shall be payable from the Lower-Tier REMIC
and (2) the portion thereof payable with respect to each Outside Serviced Mortgage Loan to the applicable Outside Servicer shall
be paid under the applicable Outside Servicing Agreement, shall not be payable to the Master Servicer and will previously have
been deducted by the applicable Outside Servicer prior to remittance to the Trust and shall not be withdrawn from the Collection
Account.


 






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“Servicing Fee Rate”:
With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage Loan with respect
thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Servicing Fee Rate
(%)” and “Subservicing Fee Rate (%)”on the Mortgage Loan Schedule.


 


“Servicing File”:
Any documents (other than documents required to be part of the related Mortgage File but including copies of such documents required
to be part of the related Mortgage File) related to the origination or the servicing of the Mortgage Loans that are in the possession
of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental reports,
engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master Servicer
or the Special Servicer; provided that no information that is proprietary to the related Mortgage Loan Seller or any draft
documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses or data,
or internal worksheets, memoranda, communications or evaluations shall be required to be delivered as part of the Servicing File.
Notwithstanding anything to the contrary contained herein, with respect to each Outside Serviced Mortgage Loan, the Servicing File
shall consist solely of any related documents or records generated by the Master Servicer or Special Servicer hereunder or received
by either of them from the applicable Outside Servicer or Outside Special Servicer.


 


“Servicing Function
Participant” Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Master Servicer, the Special Servicer and the Trustee, that is performing
activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage
Loans by unpaid principal balance calculated in accordance with the provisions of Regulation AB.


 


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


 


“Servicing Standard”:
With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans and any REO Properties
that such party is obligated to service and administer pursuant to this Agreement on behalf of the Trust Fund and the Trustee (as
the trustee for the Certificateholders or, with respect to each Serviced Loan Combination, on behalf of the Certificateholders
and the related Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders or, with respect to each
Serviced Loan Combination, such Certificateholders and the related Serviced Companion Loan Holder(s), constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan)) in accordance with the terms of this Agreement and, to the extent consistent with the foregoing, in accordance with


 






    	-110-



    	 



    

 


the
following: (i) in accordance with the higher of the following standards of care: (A) with the same care, skill, prudence and diligence
with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans
with similar borrowers and comparable REO properties for other third-party portfolios (giving due consideration to the customary
and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO
properties); and (B) with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers comparable mortgage loans and REO properties owned by the Master Servicer or the Special
Servicer, as the case may be; and in either case, exercising reasonable business judgment and acting in accordance with applicable
law, the terms of the respective Serviced Loans and, if applicable, the related Co-Lender Agreement; (ii) with a view to: the timely
recovery of all payments of principal and interest, including Balloon Payments, under the Serviced Loans or, in the case of (1)
a Specially Serviced Loan or (2) a Mortgage Loan or Serviced Loan Combination as to which the related Mortgaged Property is an
REO Property, the maximization of recovery on that Mortgage Loan or Serviced Loan Combination to the Certificateholders (as a collective
whole as if such Certificateholders constituted a single lender) (or, if any Serviced Companion Loan is involved, with a view to
the maximization of recovery on the related Serviced Loan Combination to the Certificateholders and the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders and Serviced Companion Loan Holder(s) constituted a single
lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate
Companion Loan))) of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of
anticipated collections that will be distributable to the Certificateholders (or, in the case of any Serviced Loan Combination,
to the Certificateholders and the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard
to (A) any relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this
Agreement; (B) the ownership of any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property
or any security backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof; (C) the obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally or with respect
to any particular transaction; and (E) the ownership, servicing or management for others of any other mortgage loan or real property
not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; provided that the foregoing standards shall apply with respect to an Outside Serviced Mortgage Loan and any related REO Property only to
the extent that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect thereto
pursuant to this Agreement.


 


“Servicing Transfer
Event”: With respect to any Serviced Mortgage Loan or any Serviced Loan Combination, the occurrence of any of the events
described in clauses (a) through (g) of the definition of “Specially Serviced Loan.”


 


“Sheraton Denver Downtown
Fee Co-Lender Agreement”: With respect to the Sheraton Denver Downtown Fee Loan Combination, the related co-lender agreement,
dated as of February 1, 2016, by and between the holder of the Sheraton Denver Downtown Fee Mortgage


 






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Loan and the Sheraton Denver
Downtown Fee Companion Loan Holder, relating to the relative rights of the holder of the Sheraton Denver Downtown Fee Mortgage
Loan and the Sheraton Denver Downtown Fee Companion Loan Holder, as the same may be amended from time to time in accordance with
the terms thereof.


 


“Sheraton Denver Downtown
Fee Companion Loan”: With respect to the Sheraton Denver Downtown Fee Loan Combination, the related promissory note made
by the related Mortgagor and secured by the Sheraton Denver Downtown Fee Mortgage and designated as promissory note A-1, which
is not included in the Trust and is pari passu in right of payment with the Sheraton Denver Downtown Fee Mortgage Loan to the extent
set forth in the related Loan Documents and as provided in the Sheraton Denver Downtown Fee Co-Lender Agreement.


 


“Sheraton Denver Downtown
Fee Companion Loan Holder”: The holder of the Sheraton Denver Downtown Fee Companion Loan.


 


“Sheraton Denver Downtown
Fee Loan Combination”: The Sheraton Denver Downtown Fee Mortgage Loan, together with the Sheraton Denver Downtown Fee
Companion Loan, each of which is secured by the Sheraton Denver Downtown Fee Mortgage. References herein to the Sheraton Denver
Downtown Fee Loan Combination shall be construed to refer to the aggregate indebtedness secured under the Sheraton Denver Downtown
Fee Mortgage.


 


“Sheraton Denver Downtown
Fee Mortgage”: The Mortgage securing the Sheraton Denver Downtown Fee Mortgage Loan and the Sheraton Denver Downtown
Fee Companion Loan.


 


“Sheraton Denver Downtown
Fee Mortgage Loan”: With respect to the Sheraton Denver Downtown Fee Loan Combination, the Mortgage Loan included in
the Trust, which is (i) secured by the Sheraton Denver Downtown Fee Mortgaged Property, (ii) evidenced by promissory note A-2 and
(iii) pari passu in right of payment with the Sheraton Denver Downtown Fee Companion Loan to the extent set forth in the related
Loan Documents and as provided in the Sheraton Denver Downtown Fee Co-Lender Agreement.


 


“Sheraton Denver Downtown
Fee Mortgaged Property”: The Mortgaged Property identified on the Mortgage Loan Schedule as “Sheraton Denver Downtown
Fee”.


 


“Significant Obligor”:
Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect to the Trust, or (ii)
with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which the applicable Other Depositor has notified
the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) as
to such Other Securitization Trust. The only Significant Obligor with respect to the Trust is the Sheraton Denver Downtown Fee
Mortgaged Property.


 


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any
calendar year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring
on or immediately following the date by which the related Mortgagor is required to deliver quarterly financial statements to the
lender under the related Loan Agreement in


 






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connection with such calendar quarter (which date is set forth in Section 10.11(a) for any Significant Obligor with respect to the Trust).


 


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


 


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


 


“Special Notice”:
As defined in Section 5.07(b).


 


“Special Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its successor in interest,
or any successor Special Servicer appointed as provided herein (including with respect to any Excluded Special Servicer Mortgage
Loan, if any, the related Excluded Mortgage Loan Special Servicer appointed pursuant to Section 6.08(j) of this Agreement,
as applicable and as the context may require).


 


“Special Servicer Servicing
Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance of the duties of
the Special Servicer under this Agreement.


 


“Special Servicing Compensation”:
With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an
Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due
to the Special Servicer.


 


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


 


“Special Servicing Fee
Rate”: With respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan), a rate equal to (a) 0.25% per annum or (b) if the rate in clause (a) would result in a Special
Servicing Fee that would be less than $3,500 in any given month (as prorated for a partial period), then the Special Servicing
Fee Rate for such month for such Specially Serviced Loan or REO Property shall be such higher per annum rate as would result in
a Special Servicing Fee equal to $3,500 for such month (as prorated for a partial period) with respect to such Specially Serviced
Loan or REO Property.


 


“Specially Serviced
Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the following
events has occurred:


 






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(a)          the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without
regard to any grace period):


 


(i)          except
in the case of a Balloon Loan delinquent in respect of its Balloon Payment, for 60 days beyond the date on which the subject
payment was due, or


 


(ii)         solely
in the case of a delinquent Balloon Payment, (A) for 60 days beyond the date on which such Balloon Payment was due (except
as described in clause B below) or (B) in the case of a Serviced Loan delinquent with respect to the Balloon Payment
as to which the related Mortgagor delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer)
or the Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a written and fully executed or otherwise
binding commitment (subject only to customary closing conditions) for refinancing from an acceptable lender reasonably satisfactory
in form and substance to the Special Servicer prior to the date 60 days after the Balloon Payment was due, for 120 days
beyond the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was
due during which the refinancing is scheduled to occur); or


 


(b)          there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default)
that (i) in the judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the
consent of the related Directing Holder (unless, if the Controlling Class
Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing) materially impairs
the value of the related Mortgaged Property as security for the Serviced Loan or otherwise materially adversely affects the interests
of Certificateholders in the Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders
and the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination), and (ii) continues unremedied for the
applicable grace period under the terms of the Serviced Loan (or, if no grace period is specified and the default is capable of
being cured, for 30 days); provided that such 30 day grace period does not apply to a default that gives rise to immediate
acceleration of the related Serviced Loan without the application of a grace period under the terms of the related Loan Documents;
and provided, further, that any default requiring a Property Advance will be deemed to materially and adversely affect
the interests of the Certificateholders in the subject Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination,
the interests of the Certificateholders and the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination); or


 


(c)          the
Master Servicer (with the consent of the Special Servicer, which shall in turn obtain the consent of the related Directing Holder
(unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and
is continuing, in which event the consent of the Special Servicer will not be required)) or the Special Servicer (with the consent
of the related Directing Holder


 



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(unless, if the Controlling Class Representative is the related Directing Holder, a Control Termination
Event has occurred and is continuing)) has determined that (i) a default (other than an Acceptable Insurance Default) under
the Serviced Loan is reasonably foreseeable, (ii) such default will materially impair the value of the related Mortgaged Property
as security for such Serviced Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced
Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced
Companion Loan Holder(s) in such Serviced Loan Combination), and (iii) the default is likely to continue unremedied for the
applicable grace period under the terms of such Serviced Loan or, if no grace period is specified and the default is capable of
being cured, for 30 days; provided that any default that results in acceleration of the Serviced Loan without the application
of any grace period under the related Loan Documents shall be deemed not to have a grace period; or


 


(d)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or 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 related Mortgagor and such decree or order shall have remained
in force and not dismissed for a period of 60 days (or a shorter period if the Master Servicer or the Special Servicer (and,
in the case of the Special Servicer, with the consent of the related Directing Holder, unless a Control Termination Event has occurred
and is continuing) determines in accordance with the Servicing Standard that the circumstances warrant that the related Serviced
Loan (or REO Mortgage Loan or REO Companion Loan) be transferred to special servicing); or


 


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


 


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


 


(g)          the
Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related
Mortgaged Property;


 


provided, however, that a
Serviced Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced Loan
or any related REO Property or, so long as at such time no circumstance identified in clauses (a) through (g) above exists
that would cause the Serviced Loan to continue to be characterized as a Specially Serviced Loan, when:


 


(w)          with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive
full and timely Monthly Payments


 



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under the terms of such Serviced Loan (as such terms may be changed or modified in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


 


(x)          with
respect to the circumstances described in clauses (c), (d), (e) and (f) of this definition, such circumstances cease to exist
in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described
in clauses (d), (e) and (f), no later than the entry of an order or decree dismissing such proceeding;


 


(y)          with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special
Servicer in its reasonable, good faith judgment; and


 


(z)          with
respect to the circumstances described in clause (g) of this definition, such proceedings are terminated.


 


The Special Servicer
may conclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely on the Special
Servicer’s determination as to whether a Servicing Transfer Event has occurred giving rise to a Serviced Loan’s becoming
a Specially Serviced Loan. If any Serviced Mortgage Loan that is part of a Serviced Loan Combination becomes a Specially Serviced
Loan, then the related Serviced Companion Loan shall also become a Specially Serviced Loan. If the Serviced Companion Loan that
is included in a Serviced Loan Combination becomes a Specially Serviced Loan, then the related Serviced Mortgage Loan that is part
of such Serviced Loan Combination shall also become a Specially Serviced Loan.


 


“Specially Serviced
Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


 


“Specified Mortgage
Loans”: The Mortgage Loans identified on Exhibit GG to this Agreement.


 


“Split Mortgage
Loan”: Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets of the Trust
as of the Closing Date are the Sheraton Denver Downtown Fee Mortgage Loan, the 79 Madison Avenue Mortgage Loan, the Austin Block
21 Mortgage Loan, the 600 Broadway Mortgage Loan, the 5 Penn Plaza Mortgage Loan and the Park Place Loan Mortgage Loan.


 


“Sponsor”:
Each of CGMRC, Rialto, KGS, GSMC, BNYM and RAIT, and their respective successors in interest.


 


“Startup Day”:
The day designated as such pursuant to Section 2.12(c) of this Agreement.


 


“Stated Principal
Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (a) the Cut-Off Date


 



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Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage Loan, the
unpaid principal balance of such Mortgage Loan (as of the date of substitution) after application of all scheduled payments of
principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of (i) any
and all amounts (without duplication) attributable to such Mortgage Loan that are part of the Scheduled Principal Distribution
Amount and/or the Unscheduled Principal Distribution Amount for each and every Distribution Date coinciding with or preceding such
date of determination and (ii) any adjustment to the principal balance of such Mortgage Loan as a result of a reduction of
principal by a bankruptcy court or as a result of a modification reducing the principal balance of such Mortgage Loan as of the
Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination. The Stated Principal
Balance of a Mortgage Loan with respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust
Fund and, if such Mortgage Loan is part of a Loan Combination, the related Companion Loan Holder, is equal to the Stated Principal
Balance thereof outstanding on the date on which such title is acquired less any and all amounts attributable to such Mortgage
Loan that are part of the Unscheduled Principal Distribution Amount and the principal portion of any P&I Advances with respect
to such REO Mortgage Loan for each and every Distribution Date coinciding with or preceding such date of determination but after
the date on which such title is acquired. With respect to any Serviced Companion Loan (including an REO Companion Loan), as of
any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Serviced Companion Loan
as of the Cut-off Date, minus (i) all amounts remitted to the related Serviced Companion Loan Holder on or prior to the most
recent Distribution Date coinciding with or preceding such date of determination that are allocable to principal of such Serviced
Companion Loan and (ii) any adjustment to the principal balance of such Serviced Companion Loan as a result of a reduction
of principal by a bankruptcy court or as a result of a modification reducing the principal amount due on such Serviced Companion
Loan as of the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination.
Notwithstanding the foregoing, the Stated Principal Balance of a Mortgage Loan or Serviced Companion Loan that has been paid in
full or a Specially Serviced Loan with respect to which the Special Servicer has made a Final Recovery Determination (or, in the
case of an Outside Serviced Mortgage Loan, with respect to which the Outside Special Servicer has made an equivalent determination)
shall be zero from and after the Distribution Date related to the Collection Period in which such payment or determination is made.
The Stated Principal Balance of a Serviced Loan Combination (including an REO Loan Combination), as of any date of determination,
shall equal the sum of the then Stated Principal Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the
related Serviced Companion Loan (including an REO Companion Loan).


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


 


“Subordinate
Certificates”: The Class A-S, Class B, Class C, Class EC, Class D, Class X-D, Class E, Class F, Class
G and Class H Certificates, collectively.


 






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“Subordinate
Companion Loan”: A Companion Loan that is subordinate in right of payment to the related Split Mortgage Loan. There are
no Subordinate Companion Loans related to the Trust and all references in this Agreement to "Subordinate Companion Loans"
shall be disregarded.


 


“Subordinate
Companion Loan Holder”: The holder of a Subordinate Companion Loan. There are no Subordinate Companion Loan Holders related
to the Trust and all references in this Agreement to “Subordinate Companion Loan Holders” shall be disregarded.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount
equal to the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution
over the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments
of principal and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute
Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the
Substitution Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase
Prices of the Mortgage Loan or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified
Substitute Mortgage Loans.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the
servicing functions required to be performed by the Master Servicer, the Special Servicer, a Servicing Function Participant or
an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in the Servicing
Criteria. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will be the Sub-Servicer
for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer, as the
case may be, and any Sub-Servicer relating to servicing and administration of Mortgage Loans as provided in Section 3.01(c)
of this Agreement.


 


“Successful
Bidder”: As defined in Section 7.01(b) of this Agreement.


 


“Supplemental
Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto
as Exhibit P, which list sets forth the following information with respect to each Mortgage Loan:


 


(i)          the
Mortgagor’s name;


 


(ii)         property
type;


 


(iii)        the
original balance;


 


(iv)        the
origination date;


 






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(v)         the
original and remaining amortization term;


 


(vi)        whether
such Mortgage Loan has a guarantor;


 


(vii)       whether
such Mortgage Loan is secured by a letter of credit;


 


(viii)      the
original balance of any reserve or escrowed funds and the monthly amount of any reserve or escrowed funds;


 


(ix)        the
grace period with respect to both default interest and late payment charges;


 


(x)         whether
such Mortgage Loan is insured by RVI, lease enhancement policy or environmental policies;


 


(xi)        whether
an operation and maintenance plan exists and, if so, what repairs are required;


 


(xii)       whether
a cash management agreement or lock-box agreement is in place;


 


(xiii)      the
number of units, pads, rooms or square feet of the Mortgaged Property;


 


(xiv)      the
amount of the Monthly Payment due on the first Due Date following the Closing Date;


 


(xv)       the
interest accrual basis;


 


(xvi)      Administrative
Cost Rate;


 


(xvii)     whether
the Mortgage Loan is secured by a Ground Lease;


 


(xviii)    whether
the related Mortgage Loan is a Defeasance Loan; and


 


(xix)      whether
such Mortgage Loan is part of any Serviced Loan Combination, in which case the information required by clauses (xiv) and (xv) above
shall also be set forth for the Companion Loan in such Serviced Loan Combination.


 


Such list may be in the
form of more than one list, collectively setting forth all of the information required.


 


“Tax Returns”:
The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or
any successor forms, to be filed on behalf of each Trust REMIC under the REMIC Provisions, and the federal income tax return to
be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E,
part I of


 



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subchapter J of the Code, together with any and all other information, reports or returns that may be required
to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.


 


“Temporary Regulation S
Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


 


“Test”:
As defined in Section 11.01(b)(iv).


 


“Third Party
Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report or property condition report, if any.


 


“Tranche Percentage
Interest”: The percentage ownership interest in a Class EC Regular Interest evidenced by an Exchangeable Certificate
or a Class EC Certificate, as applicable, which is equal to: (a) in the case of any Exchangeable Certificate in relation to the
Class EC Regular Interest with the same letter designation as such Certificate, the ratio, expressed as a percentage, of (i) the
principal balance of that Certificate to (ii) the Certificate Balance of that Class EC Regular Interest; and (b) in the case
of any Class EC Certificate in relation to any Class EC Regular Interest, the ratio, expressed as a percentage, of (i) the portion
of the principal balance of the Class EC Component with the same letter designation as that Class EC Regular Interest evidenced
by that Certificate to (ii) the Certificate Balance of that Class EC Regular Interest.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


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


 


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


 


“Treasury Regulations”:
Applicable final or temporary regulation of the U.S. Department of the Treasury.


 


“Trust”:
The trust created by this Agreement.


 


“Trust Fund”:
The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the
Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the


 



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extent
of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with
respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements, the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned
to the Trustee pursuant to Section 2.01 of this Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the
Loss of Value Reserve Fund.


 


“Trust Reimbursement
Amount”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust Reimbursement
Amount No.1”: As defined in Section 3.06(a) of this Agreement.


 


“Trust Reimbursement
Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust REMIC”:
Each of the Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trustee”:
Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as trustee, or its successor in interest,
or any successor trustee appointed as herein provided.


 


“Trustee Personnel”:
The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.


 


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on, in the case of the initial Distribution Date, the
Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of
such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided
that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest
payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. For the avoidance
of doubt, the Trustee/Certificate Administrator Fee shall be payable from the Lower-Tier REMIC.


 






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“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.00750% per annum.


 


“Underwriter
Exemption”: Prohibited Transaction Exemption 91-23 and Prohibited Transaction Exemption 89-88, both as most recently
amended by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.


 


“Underwriters”:
Citigroup Global Markets Inc., Goldman, Sachs & Co. and Academy Securities, Inc.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not been
recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect of
which the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all Principal
Prepayments received on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced Mortgage
Loans, all Principal Prepayments received during the period that renders them includable in the Available Funds for such Distribution
Date); and (b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage Loans and, to the extent of
the Trust's interest therein, any REO Properties during the related Collection Period (or, in the case of an Outside Serviced Mortgage
Loan or any interest in REO Property acquired with respect thereto, all such proceeds received during the period that renders them
includable in the Available Funds for such Distribution Date), whether in the form of Liquidation Proceeds, Insurance Proceeds,
Condemnation proceeds, net income, rents, and REO Proceeds or otherwise, that were identified and applied by the Master Servicer
(and/or, in the case of an Outside Serviced Mortgage Loan, the related Outside Servicer) as recoveries of previously unadvanced
principal of the related Mortgage Loan.


 


“Unsolicited
Information”: As defined in Section 11.01(b)(iii).


 


“Upper-Tier
REMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator
pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or
the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank
Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2016-GC37, Upper-Tier REMIC Distribution Account” and which must be
an Eligible Account.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts held
from time to time in the Upper-Tier REMIC Distribution Account.


 






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“Upper-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Upper-Tier REMIC and evidenced by the Class R Certificates.


 


“U.S. Tax Person”:
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, 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 as of August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At all
times during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes of Certificateholders
as follows: (a) 1% in the aggregate in the case of the respective Classes of the Class X Certificates, allocated pro rata
based upon their respective Notional Amounts as of the date of determination, and (b) in the case of any Class of Certificates
(other than the Class X and Class R Certificates), a percentage equal to the product of 99% and a fraction, the numerator
of which is equal to the Certificate Balance of such Class as of the date of determination, and the denominator of which is equal
to the aggregate of the Certificate Balances of all Classes of the Principal Balance Certificates (or, if with respect to a vote
of Non-Reduced Certificates, the Certificate Balances of all Classes of the Non-Reduced Certificates), in each case as of the date
of determination; provided that solely in connection with any vote for purposes of determining whether to terminate the
Special Servicer pursuant to Section 6.08(a), the Operating Advisor pursuant to Section 7.06(b) or the
Asset Representations Reviewer pursuant to Section 11.05(b), Voting Rights shall only be exercisable by holders of the Non-Reduced
Certificates. For purposes of such allocations, the Class A-S Certificates and the Class EC Component A-S evidenced by the Class
EC Certificates shall be considered as if they together constitute a single “Class”, the Class B Certificates and the
Class EC Component B evidenced by the Class EC Certificates shall be considered as if they together constitute a single “Class”,
and the Class C Certificates and the Class EC Component C evidenced by the Class EC Certificates shall be considered as if they
together constitute a single “Class”. Voting Rights shall be allocated to the Class EC Certificates only with respect
to each Class EC Component that is part of a “Class” of Certificates determined as described in the preceding sentence.
The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to
their respective Percentage Interests. The aggregate Voting Rights of Holders of more than one Class of Certificates shall be equal
to the sum of the products of each such Holder’s Voting Rights and the percentage of Voting Rights allocated to the related
Class of Certificates. The Class R Certificates shall not be entitled to any Voting Rights.


 


“WAC Rate”:
With respect to any Distribution Date, a per annum rate equal to the weighted average of the applicable Net Mortgage Pass-Through
Rates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted on the basis of their respective
Stated Principal Balances immediately prior to such Distribution Date.


 






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


 


“WHFIT Regulations”:
Treasury Regulations section 1.671-5, as amended.


 


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


 


“Withheld Amounts”:
As defined in Section 3.23 of this Agreement.


 


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


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan equal to the applicable Workout Fee Rate applied to each
collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for which a Liquidation
Fee is paid) received on such Corrected Loan for so long as it remains a Corrected Loan; provided that no Workout Fee shall
be payable by the Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced
Loan under clause (c) of the definition of Specially Serviced Loan (and no other clause thereof) and no mortgage loan
event of default actually occurs, unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) is modified by
the Special Servicer in accordance with the terms hereof; provided, further, that if a Serviced Mortgage Loan (or
Serviced Loan Combination, if applicable) becomes a Specially Serviced Loan under this Agreement only because of an event described
in clause (a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity and the related
collection of interest and principal is received within 90 days following the related Maturity Date in connection with the
full and final payoff or refinancing of the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the Special
Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related Mortgagor
in connection with such workout; provided, further, that the Workout Fee with respect to any Specially Serviced Loan
that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by or on behalf of the
related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as described in the
definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted from
a Workout Fee or Liquidation Fee.


 






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“Workout Fee
Rate”: A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000
when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject
Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or Serviced Loan Combination,
if applicable) becomes a Corrected Loan, through and including the then-related maturity date; provided that, if the rate
in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of
principal and interest (other than Default Interest and Excess Interest) on the subject Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable) from the date such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Corrected
Loan through and including the then-related maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate
as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest (other than Default
Interest and Excess Interest) on such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Serviced
Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related maturity
date.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment premium,
if any, payable under the related Note in connection with certain prepayments.


 


Section 1.02      Certain
Calculations. Unless otherwise specified herein, the following provisions shall apply:


 


(a)          All
calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and
Mortgage.


 


(b)          For
purposes of distribution of Yield Maintenance Charges pursuant to Section 4.01(c) of this Agreement on any Distribution
Date, the Class of Principal Balance Certificates and/or Class EC Regular Interest as to which any prepayment shall be deemed to
be distributed shall be determined on the assumption that the portion of the Principal Distribution Amount paid to the Principal
Balance Certificates and/or Class EC Regular Interests on such Distribution Date in respect of principal shall consist first of
scheduled payments included in the definition of Principal Distribution Amount and second of prepayments included in such definition.


 


(c)          Any
Mortgage Loan payment is deemed to be received by the Trust Fund on the date such payment is actually received by the Master Servicer,
the Special Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan
on which interest accrues.


 


(d)          In
the absence of express provisions in the related Loan Documents (and, with respect to each Serviced Loan Combination, the related
Co-Lender Agreement) to the contrary, all amounts collected by or on behalf of the Trust in respect of any Mortgage Loan in the
form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (excluding, if applicable,
in the case of each Serviced Loan


 



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Combination, any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to
the related Co-Lender Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan
in the following order of priority:


 


(i)           as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust;


 


(ii)          as
a recovery of Nonrecoverable Advance with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances
at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described
in the first proviso in the definition of Principal Distribution Amount);


 


(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on
such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable Mortgage Loan interest
accrual period, over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with the related
Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest
pursuant to clause (v) below on earlier dates);


 


(iv)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of such Mortgage Loan then due
and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has
been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)          as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not been allocated
as recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


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


 


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


 


(viii)      as
a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 






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(ix)         as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


(x)          as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)         as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than,
if applicable, accrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to Consent Fees and, then, allocated to Operating Advisor Consulting Fees);


 


(xii)        as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


(xiii)       in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest;


 


provided that,
to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including following a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Loan Combination, as applicable, exceeds 125%,
or would exceed 125% following any partial release (based solely on the value of the real property and excluding personal property
and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or the related
Serviced Loan Combination in the manner permitted by the REMIC Provisions.


 


(e)          Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs of
operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced Loan
Combination, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender
Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan in the following order
of priority:


 


(i)           as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO Mortgage
Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect
to the related REO Mortgage Loan;


 


(ii)          as
a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable
Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as
described in the first proviso in the definition of Principal Distribution Amount);


 


(iii)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
REO Mortgage Loan (exclusive of


 



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Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid
interest on such REO Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable
Mortgage Loan interest accrual period, over (B) the cumulative amount of the reductions (if any) in the amount of related
P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement
in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued
and unpaid interest on earlier dates pursuant to clause (v) below or clause (v) of Section 1.02(d) above);


 


(iv)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related REO Mortgage Loan
to the extent of its entire unpaid principal balance;


 


(v)          as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such REO Mortgage Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not theretofore
been allocated as a recovery of accrued and unpaid interest on earlier dates pursuant to this clause (v) or clause (v) of
Section 1.02(d) above);


 


(vi)        as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)       as
a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;


 


(viii)      as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO Mortgage
Loan;


 


(ix)         as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and unpaid
Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to
Consent Fees and, then, allocated to Operating Advisor Consulting Fees); and


 


(x)          in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest.


 


(f)          The
applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall
be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect
of any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by
the Special Servicer in accordance with the Servicing Standard.


 


(g)          All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion Loans
or a Mortgaged Property or REO


 



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Property (including for purposes of the definition of “Servicing Standard”, and including,
if and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any related REO
Property) shall be made using the Calculation Rate.


 


(h)          The
parties hereto acknowledge that any payments, collections and recoveries received by the parties to the applicable Outside Servicing
Agreement related to an Outside Serviced Mortgage Loan are required to be allocated by such parties as interest, principal or other
amounts in accordance with the terms and conditions of the applicable Outside Servicing Agreement, the related Co-Lender Agreement
and the related Outside Serviced Mortgage Loan.


 


(i)           For
purposes of calculating Pass-Through Rates and distributions on, and allocations of Realized Losses to, the Certificates, as well
as for purposes of calculating the Servicing Fee, the Certificate Administrator/Trustee Fee, the Operating Advisor Fee and the
Asset Representations Reviewer Ongoing Fee payable each month, each REO Property (including any REO Property with respect to an
Outside Serviced Mortgage Loan held pursuant to an Outside Servicing Agreement) will be treated as if the related Mortgage Loan
and any related Companion Loan(s) had remained outstanding and the related Loan Documents continued in full force and effect; and
all references to “Mortgage Loan,” “Mortgage Loans” or “Mortgage Pool” in this Agreement, when
used in that context, will be deemed to also be references to or to also include, as the case may be, any REO Mortgage Loan, and
all references to “Companion Loan” or “Companion Loans” in this Agreement, when used in that context, will
be deemed to also be references to or to also include, as the case may be, any REO Companion Loan. Each REO Loan will generally
be deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion Loan, as applicable, including
the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal
Balance. Amounts due on the predecessor Mortgage Loan or Companion Loan, as applicable, including any portion of those amounts
payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator or the Trustee, as applicable, will continue to be “due” in respect of the REO Loan;
and amounts received in respect of the related REO Property, net of payments to be made, or reimbursements to the Master Servicer
or Special Servicer for payments previously advanced, in connection with the operation and management of that property, generally
will be applied by the Master Servicer as if received on the predecessor Mortgage Loan or Companion Loan, as applicable.


 


Section 1.03     Certain
Constructions. (a) For purposes of this Agreement, references to the most or next most subordinate Class of Certificates
or Class EC Regular Interests outstanding at any time shall mean the most or next most subordinate Class of Certificates or
Class EC Regular Interest then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-AB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E,
Class F, Class G and Class H Certificates and the Class A-S, Class B and Class C Regular Interests; provided, however,
that for purposes of determining the most subordinate Class of Certificates, in the event that the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-AB Certificates are the only Classes of Principal Balance
Certificates outstanding, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and
Class X-A Certificates together will be treated as the most subordinate Class of Certificates. For purposes


 



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of this
Agreement, each Class of Certificates (other than the Class R Certificates and, for purposes of receiving Yield
Maintenance Charges, the Class X-B Certificates) and Class EC Regular Interest shall be deemed to be outstanding only to the
extent its respective Certificate Balance or Notional Amount has not been reduced to zero. For purposes of this Agreement,
the Class R Certificates shall be deemed to be outstanding so long as the Trust REMICs have not been terminated pursuant
to Section 9.01 of this Agreement.


 


(b)          For
purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)           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;


 


(ii)          references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iii)         a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)         the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other
words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)          the
terms “include” or “including” shall mean without limitation by reason of enumeration.


 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans.


 


(a)          The
Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Citigroup Commercial
Mortgage Trust 2016-GC37, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise
convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in,
to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than
Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(m)
(insofar as the indemnity relates to the failure in clause (ii) of such section 5(m)), 6 (other than Sections 6(i), 6(j) and
6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of each Loan Purchase Agreement, (iii) the
RFT Guaranty and the KGS Holdings Guaranty, (iv) each Co-Lender Agreement, if any, and (v) all Escrow Accounts, Lock-Box
Accounts and all other assets included or to be included in the Trust Fund for the


 



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benefit of the Certificateholders. Such assignment
includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal
and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance
Rights and Obligations with respect to the Mortgage Loans). Such assignment of any Outside Serviced Mortgage Loan is further subject
to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of
the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.08
of this Agreement, is intended by the parties to constitute a sale.


 


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall
direct each Mortgage Loan Seller (pursuant to the related Loan Purchase Agreement) to deliver to and deposit with (or to cause
to be delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File
for each Mortgage Loan, with copies (other than with respect to an Outside Serviced Mortgage Loan) to be delivered, within five
(5) Business Days after the Closing Date, to the Master Servicer; provided, however, that copies of any document
in the Mortgage File that also constitutes a Designated Servicing Document shall be delivered to the Master Servicer (other than
with respect to an Outside Serviced Mortgage Loan) on or before the Closing Date. None of the Certificate Administrator, the Trustee,
the Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor
to comply with the document delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b).
Notwithstanding anything herein to the contrary, with respect to letters of credit (exclusive of those relating to an Outside Serviced
Mortgage Loan), the applicable Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the
original (or copy, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an
assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer)
for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder, to the extent required in
order for the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of Certificateholders and,
if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms thereof and/or of the related
Loan Documents)) and the applicable Mortgage Loan Seller shall be deemed to have satisfied any delivery requirements of the related
Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof
to the Custodian together with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such document
has been delivered to the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that it holds the
letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit referred to in the previous sentence is
not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of
Certificateholders and, if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms thereof
and/or of the related Loan Documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment
documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals
to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the Closing Date.
The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order
for the Master Servicer to draw on such letter(s) of credit on behalf of the


 



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Trustee for the benefit of Certificateholders and,
if applicable, the related Serviced Companion Loan Holder, and shall cooperate with the reasonable requests of the Master Servicer
or the Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date
such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for
the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder.


 


With respect to any
Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor
of the related Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related
comfort letter to the Trustee for the benefit of the Certificateholders or have a new comfort letter (or any such new document
or acknowledgement as may be contemplated under the NK sting comfort letter) issued in the name of the Trustee for the
benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date
(or any shorter period if required by the applicable comfort letter), provide any such required notice or make any such required
request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or
any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a copy of such notice
or request to the Custodian (who shall include such document in the related Mortgage File) and the Master Servicer, and the Master
Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if
necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter), and
the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original of such replacement
comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.


 


After the Depositor’s
transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action
inconsistent with the Trust’s ownership of the Mortgage Loans.


 


(c)          The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Loan Purchase Agreement
that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan Seller’s
expense, in the appropriate public recording office for real property records or UCC financing statements, as appropriate, each
related assignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of “Mortgage
File” and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”, in each
case in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced Mortgage Loan because
the documents referred to herein have been assigned to the related Outside Trustee.


 


The Depositor hereby
represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Loan Purchase Agreement as to each
Mortgage Loan (exclusive of any Outside Serviced Mortgage Loan), that if it cannot deliver or cause to be delivered the documents
and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage File”
solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered
for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage Loan Seller or


 



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the title
agent to be a true and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each
assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous
paragraph shall reflect that it should be returned by the public recording or filing office to the Custodian or its agent following
recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan
Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided
that, in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment
of Leases, the applicable Mortgage Loan Seller or its designee shall obtain and provide to the Custodian a certified copy of the
recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the
Master Servicer a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.


 


If the Custodian has
received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant to the Loan Purchase
Agreement) promptly to prepare or cause the preparation of a substitute therefor or cure such defect or cause such defect to be
cured, as the case may be, and to record or file, or with respect to any assignments that a third party on the Mortgage Loan Seller’s
behalf has agreed to record or file as described above, to deliver to such third party the substitute or corrected document.


 


(d)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect
to any Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related
Loan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master Servicer
within five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records not otherwise
required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and administration of the
Mortgage Loans and any related Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing administration and/or
servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered to the Rating
Agencies in connection with the rating of the Certificates) or any related Serviced Companion Loans or for evidencing or enforcing
any of the rights of the holder of the Mortgage Loans or any related Serviced Companion Loans or holders of interests therein,
and (C) are in possession or under control of the applicable Mortgage Loan Seller; and (iii) all unapplied Escrow Payments
and reserve funds in the possession or under control of the applicable Mortgage Loan Seller that relate to such Mortgage Loans
and any related Serviced Companion Loans, together with a statement indicating which Escrow Payments and reserve funds are allocable
to each Mortgage Loan or any related Serviced Companion Loan; provided that copies of any document in the Mortgage File
and any other document, record or item referred to above in this sentence that, in each case, constitutes a Designated Servicing
Document shall be delivered to the Master Servicer on or before the Closing Date; and provided, further, that the
applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other related Mortgage Loan
Seller communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or
evaluations. The Master Servicer shall hold all such documents, records and


 



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funds on behalf of the Trustee in trust for the benefit
of the Certificateholders (and, insofar as they also relate to a Serviced Companion Loan, on behalf of and for the benefit of the
applicable Serviced Companion Loan Holder). Notwithstanding anything to the contrary, the foregoing provisions of this Section
2.01(d) shall not apply to the Outside Serviced Mortgage Loans. In addition, each Mortgage Loan Seller is required, pursuant
to the related Loan Purchase Agreement, to provide to the Master Servicer the initial data with respect to its Mortgage Loans for
(i) the CREFC® Financial File and the CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer
pursuant to this Agreement and (ii) the Supplemental Servicer Schedule.


 


(e)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby
represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully
executed original counterpart of each Loan Purchase Agreement, as in full force and effect, without amendment or modification,
on the Closing Date.


 


(f)          With
respect to a Serviced Loan Combination, the Custodian shall also hold the related Mortgage File for the use and benefit of the
related Serviced Companion Loan Holder(s).


 


(g)          The
parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes the
obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or Outside
Servicing Agreement.


 


(h)          It
is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)           The
parties to this Agreement acknowledge that each Loan Purchase Agreement provides that: (1) within sixty (60) days after the Closing
Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for each of its Mortgage
Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) promptly upon completion of such delivery
of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller
is required to provide to the Depositor (with a copy (which may be sent by email) to each of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Controlling Class Representative, the Asset Representations Reviewer
and the Operating Advisor) an officer’s certificate signed by such Mortgage Loan Seller certifying that the electronic copies
of the documents uploaded to the Designated Site constitute all documents required under the definition of “Diligence File”
and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably requested by
the Depositor (the “Diligence File Certification”). The Depositor shall have no responsibility for determining
whether any Diligence Files delivered to it are complete and shall have no liability to the Trust or the Certificateholders for
the failure of any Mortgage Loan Seller to deliver a Diligence File (or a complete Diligence File) to the Depositor.


 






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Section 2.02     Acceptance
by the Trustee, the Custodian and the Certificate Administrator.


 


(a)          The
Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf,
of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all
other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares
that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans
and such other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in
trust for the exclusive use and benefit of all present and future Certificateholders and, if applicable, the Serviced Companion
Loan Holders pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Loan Combination, the Custodian
shall also hold the portion of such Mortgage File that relates to the Serviced Companion Loan in such Loan Combination in trust
for the use and benefit of the related Serviced Companion Loan Holder. In connection with the foregoing, the Custodian hereby certifies
to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as
to each Mortgage Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its
possession, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received
by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on its face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed
(where appropriate) and (C) purports to relate to such Mortgage Loan.


 


(b)          On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th
day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date,
(ii) the day on which all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller
has repurchased or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered to it with
respect to each Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d)
of this Agreement and the terms of the respective Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit N
to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial
Purchaser (and upon request, in the case of a Serviced Loan Combination, to the related Serviced Companion Loan Holder) that, as
to each Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such
certification, which exception report shall also be available in electronic format (including Excel-compatible format) upon request):
(i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan),
(5), (7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File”
are in its possession; (ii) the recordation/filing contemplated by Section 2.01(c) of this Agreement has
been completed (based solely on receipt by the Custodian of the particular recorded/filed documents); (iii) all documents
received by the Custodian with respect to such Mortgage Loan have been reviewed by the Custodian and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the


 



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Mortgagor), (B) appear
to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations
referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as to the foregoing
documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the information set forth
in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage
Loan Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the items listed in clauses
(2), (3), (4) and (6) of the definition of “Mortgage File” if the original of such document is not in the Custodian’s
possession because it has not been returned from the applicable recording office, then the Custodian’s certification prepared
pursuant to this Section 2.02(b) should indicate the absence of such original. In addition, as it relates to the Outside
Serviced Mortgage Loans, with respect to the items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage
File” because the original of such document will not be in the Custodian’s possession since it will have been delivered
to the Outside Trustee in accordance with the applicable Outside Servicing Agreement, the Custodian’s certification prepared
pursuant to this Section 2.02(b) should indicate the absence of such original. If the Custodian’s obligation
to deliver the certifications contemplated in this subsection terminates because two years have elapsed since the Closing Date,
the Custodian shall deliver a comparable certification to any party hereto, the Serviced Companion Loan Holder and any Underwriter
and any Initial Purchaser on request.


 


(c)          It
is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian
is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating
to the Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient
or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none
of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility
for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording
of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted
in any applicable jurisdiction.


 


(d)          The
parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5),
(7), (15) and (20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File”
have been received, appear regular on their face and such additional information as will be necessary for delivering the certifications
required by Sections 2.02(a) and 2.02(b) of this Agreement, and such review is in no way intended to, nor shall
it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or
indirectly be reflected in any offering document. Any review of the Mortgage Files by the Custodian and any certification with
respect thereto is not intended to, and shall not be deemed by the parties to this Agreement to, constitute “due diligence
services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively,
under the Exchange Act. Any recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed
to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party
not addressed on such certification.


 



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Notwithstanding the foregoing, nothing in this Section 2.02(d) shall relieve any party
to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the
terms of this Agreement.


 


(e)          If,
after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File
or Servicing File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the
Master Servicer (if it constitutes part of the Servicing File).


 


Section 2.03     Mortgage
Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of
Representations and Warranties.


 


(a)          If
(i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that any
document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not
conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear
to be regular on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach
of any representation or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Loan
Purchase Agreement with respect to any Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Depositor
receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the other parties
hereto, any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously
been delivered to such Persons pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects,
or any such Document Defect is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely
affect, the value of the related Mortgage Loan (or any related REO Property) or the interests of the Certificateholders therein
or causes any Mortgage Loan to fail to be a Qualified Mortgage, then such Document Defect shall constitute a “Material
Document Defect” or such Breach shall constitute a “Material Breach”, as the case may be. The Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall
determine, with respect to any affected Mortgage Loan or REO Mortgage Loan, whether a Document Defect is a Material Document Defect
or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the Master
Servicer or the Special Servicer, as applicable, shall give prompt written notice to the other parties hereto, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage
Loan Seller (a) notifying such parties of the existence of such Material Defect and (b) demanding that the applicable Mortgage
Loan Seller (and (i) in the case of the Mortgage Loans sold to the Depositor by RAIT, with simultaneous notice to and demand on
RFT, as guarantor of certain of RAIT’s obligations under the RAIT Loan Purchase Agreement, pursuant to the RFT Guaranty,
and (ii) in the case of the Mortgage Loans sold to the Depositor by KGS, with simultaneous notice to and demand on KGS Holdings,
as guarantor of certain of KGS’s obligations under the KGS Loan Purchase Agreement, pursuant to the KGS Holdings Guaranty),
not later than 90 days from the


 



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earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of
notice of, and receipt of a demand to take action with respect to, such Material Defect (or, in the case of a Material Defect relating
to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such Material Defect),
cure the same in all material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses associated
therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related
Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) or, if such Material Defect cannot be cured
within such 90 day period, either (before the end of such 90-day period) (i) repurchase the affected Mortgage Loan or
any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable
Purchase Price by wire transfer of immediately available funds to the Collection Account or (ii) substitute a Qualified Substitute
Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any such substitution occur on or after the
second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall
Amount in connection therewith, all in conformity with the applicable Loan Purchase Agreement and this Agreement; provided,
however, that if (i) such Material Defect is capable of being cured but not within such 90 day period, (ii) such
Material Defect is not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii) the applicable Mortgage
Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within such 90 day period, then
such Mortgage Loan Seller shall have an additional 90 days to complete such cure or, in the event of a failure to so cure,
to complete such repurchase or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s
receiving such additional 90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee,
the Master Servicer, the Special Servicer and the Certificate Administrator setting forth the reasons such Material Defect is not
capable of being cured within the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in connection
with the cure thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect will be cured within such
additional 90 day period); and provided, further, that, if any such Material Defect is still not cured after
the initial 90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller
to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase
and/or substitution obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee,
the Master Servicer, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect
is still in effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently
pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution
may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan is to be repurchased,
the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are
to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account
as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage
Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on
behalf of


 



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the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution,
and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or
the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust
Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution
promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has
been substituted shall be deemed to constitute a "Mortgage Loan" hereunder for all purposes. No mortgage loan may be
substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced was
itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by
the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage
Loan will be required to be repurchased.


 


Notwithstanding the foregoing
provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect
to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and the Master Servicer
(with respect to Non-Specially Serviced Loans) or such Mortgage Loan Seller and the Special Servicer (with respect to Specially
Serviced Loans), are in any such case able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust that
would be deemed sufficient to compensate the Trust for such Material Defect (a "Loss of Value Payment"), such
Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such
Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c)
of this Agreement; provided that a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage
may not be cured by a Loss of Value Payment. With respect to a Mortgage Loan that is not a Specially Serviced Loan, the Master
Servicer’s agreement with a Mortgage Loan Seller as to any Loss of Value Payment shall be subject to the reasonable approval
of the Special Servicer (with the consent of the Controlling Class Representative for so long as no Control Termination Event has
occurred and is continuing and other than with respect to an Excluded Mortgage Loan). In connection with obtaining the Special
Servicer’s approval, the Master Servicer shall promptly provide the Special Servicer, but in any event within the time frame
and in the manner and to the extent provided in Section 3.22(a), with a copy of the Servicing File for such Mortgage Loan
and all information, documents (but excluding the original documents constituting the Mortgage File, but including copies thereof)
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage
Loan and reasonably requested by the Special Servicer in order to enable the Special Servicer to exercise its approval right. Any
agreement by the Special Servicer with a Mortgage Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced
Loan shall be subject to the consent of the Controlling Class Representative (so long as no Control Termination Event has occurred
and is continuing and other than with respect to an Excluded Mortgage Loan). The Loss of Value Payment shall include the portion
of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the
Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. Upon its making such Loss of Value Payment,
the related Mortgage Loan Seller shall be deemed to have cured such Material Defect in all respects. Provided that such Loss of
Value Payment is made, this paragraph describes the


 



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sole remedy available to the Certificateholders or the Trust regarding any
such Material Defect in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not
be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Defect. This paragraph is intended
to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Master Servicer or the applicable
Mortgage Loan Seller and the Special Servicer, as the case may be, provided that, prior to any such agreement or settlement,
nothing in this paragraph shall preclude the Mortgage Loan Seller, the Master Servicer or the Special Servicer, as applicable,
from exercising any of its rights related to a Material Defect in the manner and within the time frames set forth in the related
Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute for such Mortgage Loan).


 


If (x) a Mortgage Loan
is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage
Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Defect
as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed Loans”)
(without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be) shall be deemed to constitute
a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the related Mortgage Loan Seller
shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the
case of such Breach or Document Defect, as applicable:


 


(A)     the
related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special
Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only the Mortgage
Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the “Affected
Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will not cause either Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of
subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result
in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code); and


 


(B)     each
of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the Affected
Loans and not the Other Crossed Loans:


 


(1)  the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for the
Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt service
coverage ratio for the Cross-


 



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Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding
the repurchase or replacement;


 


(2)  the
loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected
Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value ratio, expressed as a whole number
percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) at the time of repurchase
or replacement and (C) 75%; and


 


(3)  either
(x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will not impair
the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group or
(y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies with the
related Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to exercise remedies
against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise of remedies
against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


 


The determination of
the Master Servicer or the Special Servicer, as applicable, as to whether the conditions set forth above have been satisfied shall
be conclusive and binding in the absence of manifest error on the Certificateholders, other parties to this Agreement and the related
Mortgage Loan Seller. The Master Servicer or the Special Servicer, as applicable, will be entitled to cause to be delivered, or
direct the related Mortgage Loan Seller to cause to be delivered, to the Master Servicer or the Special Servicer, as applicable,
an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether the condition set forth in clause
(B)(2) above has been satisfied, in each case at the expense of the related Mortgage Loan Seller if the scope and cost of the
Appraisal is approved by the related Mortgage Loan Seller and, prior to the occurrence and continuance of a Control Termination
Event, the Controlling Class Representative (such approval not to be unreasonably withheld in each case).


 


With respect to any Defective
Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the second preceding
paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Mortgage Loan Seller
and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related Loan Purchase Agreement) to
forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted to exercise remedies against
the Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing
the Affected Loan(s) still held by the Trustee. If the exercise of remedies by one such party would impair the ability of the other
such party to exercise its remedies with respect to the Primary Collateral securing the Affected Loan or the Other Crossed Loans,
as the case may be, held by the other such party, then both parties have agreed to forbear


 



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from exercising such remedies unless
and until the Loan Documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies with
the related Loan Purchase Agreement to remove the threat of impairment as a result of the exercise of remedies. Any reserve or
other cash collateral or letters of credit securing any of the Mortgage Loans that form a Cross-Collateralized Group shall be allocated
between such Mortgage Loans in accordance with the related Loan Documents, or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. All other terms of the related Mortgage Loans shall remain in full force and effect, without
any modification thereof. The provisions of this paragraph shall be binding on all future holders of each Mortgage Loan that forms
part of a Cross-Collateralized Group.


 


To the extent necessary
and appropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited power of attorney
provided by the Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the modification of the
Loan Documents that complies with the applicable Loan Purchase Agreement to remove the threat of impairment of the ability of the
Mortgage Loan Seller or the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s)
held by such party resulting from the exercise of remedies by the other such party; provided that the Trustee shall not
be liable for any misuse of any such power of attorney by the Master Servicer or Special Servicer, as applicable, or any of its
agents or subcontractors. The Master Servicer shall advance all costs and expenses incurred by the Trustee, the Special Servicer
and the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph and the first, second and third
preceding paragraphs, and such advances and interest thereon shall (i) constitute and be reimbursable as Servicing Advances and
(ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced. Neither the Master
Servicer nor the Special Servicer shall be liable to any Certificateholder or any other party hereto if a modification of the Loan
Documents described above cannot be effected for any reason beyond the control of the Master Servicer or the Special Servicer or
should not be effected as determined by the Master Servicer or Special Servicer, as applicable, in accordance with the Servicing
Standard.


 


If the Master Servicer,
the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice
has been previously received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase
Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage
Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event), any Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously
been delivered to such Persons pursuant to this sentence). If the Master Servicer or the Special Servicer receives a Repurchase
Communication that any Mortgage Loan that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”),
or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”), then the Master Servicer
or the Special Servicer, as applicable, shall (in accordance with the following paragraph) give written notice of such Repurchase
or Repurchase Request Rejection to the other such party, the Depositor, the applicable Mortgage Loan Seller (unless it is the entity
that has repurchased or replaced the


 



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subject Mortgage Loan or rejected such Repurchase Request), and the Certificate Administrator
(in each case unless the proposed recipient is the party that notified the Master Servicer or the Special Servicer, as applicable,
thereof).


 


Each notice of a Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to
this Section 2.03(a) (each, a “Rule 15Ga-1 Notice”) shall be given no later than ten (10) Business
Days after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan and the Person making the
Repurchase Request, (ii) the date that the Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal,
Repurchase or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for the Repurchase Request
(as asserted in the Repurchase Request) and (iv) in the case of Rule 15Ga-1 Notices provided by the Special Servicer with
respect to a Repurchase Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request.


 


If the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase Communication of
a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such party shall promptly
forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request
Rejection to the Master Servicer, the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, prior to the
occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following
statement in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase Request”]
[a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under
Section 2.03(a) of the Pooling and Servicing Agreement relating to the Citigroup Commercial Mortgage Trust 2016-GC37 Commercial
Mortgage Pass Through Certificates, Series 2016-GC37, requiring action by you as the recipient of such [Repurchase Request]
[Repurchase Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication
of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant
to the foregoing provisions of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer
shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect
to such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No Person that is required
to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice Provider”)
shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work
product doctrines. Each Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.03(a)
is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1,
Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action


 



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taken by, or inaction
of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a Rule 15Ga-1
Notice Provider in a Rule 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the
Rule 15Ga-1 Notice Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase
Request that is the subject of a Rule 15Ga-1 Notice.


 


On or before the Closing
Date, the Depositor shall deliver to the Master Servicer a copy of each Loan Purchase Agreement, the RFT Guaranty and the KGS Holdings
Guaranty, which the Master Servicer shall provide to each Sub-Servicer.


 


(b)          Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver
the documents referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition of “Mortgage File” in
accordance with this Agreement and the applicable Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document
Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall
be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required
in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of
any lien on any collateral securing the Mortgage Loan or for any immediate significant servicing obligation.


 


(c)          In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this
Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable repurchasing entity, upon delivery to each of them of a receipt executed by the applicable
repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including,
without limitation, the Servicing File), and all Escrow Payments and reserve funds, pertaining to such Mortgage Loan possessed
by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have
been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to
the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested
to effect the retransfer and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee;
provided that such tender by the Trustee and the Custodian shall be conditioned upon its receipt from the Master Servicer
of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution
have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated
by this Section 2.03(c), and such other instruments as may be necessary or appropriate to transfer title to an REO
Property (including with respect to an Outside Serviced Mortgage Loan) in connection with the repurchase of, or substitution for,
an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit the Master Servicer to
do so; provided, however, that the Trustee shall not be held liable for any


 



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misuse of any such power of attorney
by the Master Servicer or any of its agents or subcontractors. The parties to this Agreement acknowledge that the related Loan
Purchase Agreement provides that in the event a Qualified Substitute Mortgage Loan is substituted for a Defective Mortgage Loan
by the related Mortgage Loan Seller as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required
to deliver to the Custodian the related Mortgage File and to the Master Servicer all Escrow Payments and reserve funds pertaining
to such Qualified Substitute Mortgage Loan possessed by it and a certification to the effect that such Qualified Substitute Mortgage
Loan satisfies all of the requirements of the definition of "Qualified Substitute Mortgage Loan" in this Agreement.


 


The parties to this Agreement
acknowledge that the related Loan Purchase Agreement provides that if any Mortgage Loan is to be repurchased or replaced as contemplated
by this Section 2.03, the related Mortgage Loan Seller will be required to amend the Mortgage Loan Schedule (as such term
is defined in the related Loan Purchase Agreement) to reflect the removal of any deleted Mortgage Loan and, if applicable, the
substitution of the related Qualified Substitute Mortgage Loan(s) and deliver or cause the delivery of such amended Mortgage Loan
Schedule (as such term is defined in the related Loan Purchase Agreement) to the parties to this Agreement. Upon any substitution
of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified Substitute Mortgage Loan shall become part
of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


(d)          The
related Loan Purchase Agreement and, if applicable, the RFT Guaranty and the KGS Holdings Guaranty provide the sole remedies available
to the Certificateholders, or the Trustee on behalf of the Certificateholders, respecting any Document Defect or Breach with respect
to any Mortgage Loan. For purposes of this Agreement, (i) the purchase, replacement or payment of any Loss of Value Payment by
RFT, on behalf of RAIT, of or with respect to any Mortgage Loan for which RAIT is the related Mortgage Loan Seller shall be deemed
a purchase, replacement or payment of Loss of Value Payment, as applicable, by RAIT and (ii) the purchase, replacement or payment
of any Loss of Value Payment by KGS Holdings, on behalf of KGS, of or with respect to any Mortgage Loan for which KGS is the related
Mortgage Loan Seller shall be deemed a purchase, replacement or payment of Loss of Value Payment by KGS.


 


(e)          The
parties to this Agreement acknowledge, with respect to each Outside Serviced Mortgage Loan, that the related Loan Purchase Agreement
provides that if a “material document defect” (as such term or any analogous term is defined in the related Outside
Servicing Agreement) exists under the related Outside Servicing Agreement with respect to the related Outside Serviced Companion
Loan that is included in the Outside Securitization Trust established under the related Outside Servicing Agreement, and such Outside
Serviced Companion Loan is repurchased by or on behalf of the related Mortgage Loan Seller (or other responsible repurchasing entity)
from such Outside Securitization Trust as a result of such “material document defect” (as such term or any analogous
term is defined in such Outside Servicing Agreement), then the related Mortgage Loan Seller will be required to repurchase such
Outside Serviced Mortgage Loan; provided, however, that such repurchase obligation does not apply to any “material document
defect” (as such term or any analogous term is defined in the related Outside Servicing Agreement) related solely to the
promissory note for such Outside Serviced Companion Loan.


 






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(f)           (i)  In
the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly
forward that Certificateholder Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.


 


(ii)          In
the event that any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the
Operating Advisor (solely in its capacity as operating advisor) determines that a Mortgage Loan should be repurchased or replaced
due to a Material Defect, or has knowledge of a Material Defect with respect to a Mortgage Loan, then such party shall deliver
prompt written notice of such Material Defect to the Enforcing Servicer identifying the applicable Mortgage Loan and setting forth
the basis for such allegation (a “PSA Party Repurchase Request”). Notwithstanding anything to the contrary in
the first sentence of this clause (ii) or any other provision of this Agreement, the Trustee may, but is not obligated to,
make a determination that a Mortgage Loan should be repurchased or replaced due to a Material Defect. The Enforcing Servicer shall
promptly forward such PSA Party Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.
Subject to subsections (g), (h), (i), (j) and (k) of this Section 2.03, the Enforcing Servicer shall act as the Enforcing
Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to each Repurchase Request. The
Enforcing Servicer shall enforce the obligations of the Mortgage Loan Sellers under the Loan Purchase Agreements (including, without
limitation, obligations resulting from a Material Defect) pursuant to the terms of this Agreement and the Loan Purchase Agreements.
Subject to the provisions of the applicable Loan Purchase Agreement and this Agreement, such enforcement, including, without limitation,
the legal prosecution of claims, if any, shall be carried out in such form, to such extent and at such time as the Enforcing Servicer
would require were it, in its individual capacity, the owner of the affected Mortgage Loan, and in accordance with the Servicing
Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of a Mortgage Loan Seller
under the applicable Loan Purchase Agreement shall be deemed to be Servicing Advances, to the extent not recovered from the Mortgage
Loan Seller or the Requesting Certificateholder.


 


(iii)         In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(g) below shall apply. Receipt
of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage
Loan Seller in a commercially reasonable manner. The fact that a Repurchase Request has been Resolved pursuant to clause (vi) of
the definition of “Resolved” shall not preclude the Enforcing Servicer from exercising any of its rights related to
a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Loan Purchase Agreement or as
provided by law.


 






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(g)          (i)  After
a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was
initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice
(a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified
in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall make such
notice available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate Administrator’s
Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request. If (a) the
Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action
to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request, or (b) the Enforcing
Servicer’s intended course of action is to pursue further action to exercise rights against the related Mortgage Loan Seller
with respect to the Repurchase Request but a Requesting Certificateholder does not agree with the course of action selected by
the Enforcing Servicer and, in the case of clause (a) or (b), a Requesting Certificateholder wishes to exercise its right to refer
the matter to mediation (including nonbinding arbitration) or arbitration, if any, then a Requesting Certificateholder may deliver
to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days
from the date the Proposed Course of Action Notice was posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including
nonbinding arbitration) or arbitration.


 


(ii)          If
no Requesting Certificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off
Date, then no Certificateholder or Certificate Owner shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of action, including, but not limited
to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights
of the Directing Holder pursuant to Section 6.09.


 


(iii)         Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from a Requesting
Certificateholder, the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s
intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect
to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder
may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution
methods, such discussions to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off
Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems to be in accordance with the
Servicing Standard relating to the timing and extent of such consultations. No later than five (5) Business Days after completion
of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating
its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election
Notice”).


 






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(iv)         If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then no Certificateholder or Certificate Owner shall have any further right to refer the Repurchase
Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party obligated and entitled to determine a course
of action including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to
any consent or consultation rights of the Directing Holder.


 


(v)          If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If more than one Requesting Certificateholder timely deliver a Final Dispute Resolution Election Notice,
then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority
of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation
or arbitration (including whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however,
no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30) days
after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting
Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further
right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that
the Enforcing Servicer will take no further action with respect to the Repurchase Request, then the related Material Defect shall
be deemed waived for all purposes under this Agreement and the related Loan Purchase Agreement, and (iii) if the Proposed
Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing
Servicer shall be the sole party obligated and entitled to determine a course of action including, but not limited to, enforcing
the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)        Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(g) shall not apply, and the Enforcing
Servicer shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, if the
Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing
Standard that it is in the best interest of Certificateholders to commence litigation with respect to the Repurchase Request to
avoid the running of any applicable statute of limitations.


 


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


 


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


 






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(ix)         The
Requesting Certificateholders are entitled to elect either mediation or arbitration with respect to a Repurchase Request in their
sole discretion; provided, however, no Requesting Certificateholder shall be entitled to then utilize the alternative method in
the event that the initial method is unsuccessful, and no other Certificateholder or Certificate Owner shall be entitled to elect
either arbitration or mediation in the event a mediation or arbitration is undertaken with respect to such Repurchase Request.


 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)         Out-of-pocket
costs and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing
Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration),
shall be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement.


 






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


 


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


 


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


 


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


 


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


 


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


 


(vi)         The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of
any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Loan Purchase
Agreement and this Agreement, and may not modify or change those


 



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agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees
of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’
fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator
shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination
of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under
federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)       By
selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


 


(viii)      No
person may bring a putative or certified class action to arbitration.


 


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


 


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


 


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


 


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


 



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party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)         In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Holder (but, if the Controlling Class
Representative is the related Directing Holder, only if no Consultation Termination Event has occurred and is continuing and only
if an Excluded Mortgage Loan is not involved) and in accordance with the Servicing Standard. All amounts recovered by the Enforcing
Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement
with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder is allocated
any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation,
neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated
to the Requesting Certificateholder.


 


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


 


(vi)         The
Trust (or the Enforcing Servicer or a trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation or
arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.07.


 


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


 


(viii)      Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable
as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement.


 






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Section 2.04     Representations
and Warranties of the Depositor.


 


(a)          The
Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the
Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is
duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or
the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute,
deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority
to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(ii)          Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder,
by considerations of public policy;


 


(iii)         Neither
the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof, nor
the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in
a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents
or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental
rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the provisions of any indenture
or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition
of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument
or (B) require any consent of, notice to, or filing with any person, entity or governmental body, which has not been obtained
or made by the Depositor, except where, in any of the instances contemplated by clause (A) above or this clause (B),
the failure to do so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement;


 






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


 


(v)          The
Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future
creditors;


 


(vi)         No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)        Immediately
prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this Agreement,
the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred to it by the related Mortgage
Loan Seller pursuant to the related Loan Purchase Agreement;


 


(viii)       The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to any Person other than the Trustee; and


 


(ix)          The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by the
Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders free and
clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of
any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.05     Representations,
Warranties and Covenants of the Master Servicer.


 


(a)          The
Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating


 



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Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement
or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this
Agreement or the financial condition of the Master Servicer;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)         No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect either the ability of the Master


 



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Servicer to perform its obligations under this Agreement
or the financial condition of the Master Servicer;


 


(vii)        Each
officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by
Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance
with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not
required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Master Servicer’s subsequent performance of this Agreement.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any
party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.06     Representations,
Warranties and Covenants of the Special Servicer.


 


(a)          The
Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the
Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor,
the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Special Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 






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(ii)          The
execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this
Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or
(B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any
of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(iii)         The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance
with the terms of this Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special
Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special
Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)         No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would
prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement
or the financial condition of the Special Servicer;


 


(vii)        Each
officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer
pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration
of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of this


 



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Agreement or the Special Servicer self-insures for such errors and omissions coverage
in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not
required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of
any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to
the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and
continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.07     Representations
and Warranties of the Trustee.


 


(a)          The
Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the
Certificate Administrator, as of the Closing Date, that:


 


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


 


(ii)          the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its
assets;


 


(iii)         except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate
trustee be appointed to act


 



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with respect to such property as contemplated by Section 8.08 of this Agreement, 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 (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing
or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


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


 


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


 


(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.


 


(b)          The
representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests of
any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 






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Section
2.08     Representations and Warranties of the Certificate Administrator.


 


(a)          The Certificate Administrator
hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders and the Serviced
Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and
the Operating Advisor, as of the Closing Date, that:


 


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


 


(ii)          the execution
and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement
will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’ resolutions or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which
may be applicable to the Certificate Administrator or any of its assets;


 


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


 


(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 (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing
or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


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


 



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(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; and


 


(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.


 


(b)          The representations and
warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor,
the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written
notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and
warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders
or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator
in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other
parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.09     Representations,
Warranties and Covenants of the Operating Advisor.


 


(a)          The Operating Advisor
hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion
Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing
Date, that:


 


(i)           The Operating
Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New
York; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 


(ii)          The execution
and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement by
the Operating Advisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement
or other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely
to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


(iii)         The Operating
Advisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the


 






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execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         This Agreement,
assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws
affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)          The Operating
Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform
its obligations under this Agreement;


 


(vi)         No litigation
is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that would prohibit
the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable judgment,
is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


(vii)        The Operating
Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements of Section
3.08 hereof; and


 


(viii)       No consent,
approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body
is required for the consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for any consent,
approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and which, if not
obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder.


 


(b)          The representations and
warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor,
the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written
notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and
warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders
or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage
Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto,
each Certifying Certificateholder, the Serviced Companion Loan Holders and,


 






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prior
to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.10     Representations,
Warranties and Covenants of the Asset Representations Reviewer.


 


(a)          The Asset Representations
Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced
Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of
the Closing Date, that:


 


(i)           The Asset
Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the laws of
the State of New York; and the Asset Representations Reviewer is in compliance with the laws of each jurisdiction in which a Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The execution
and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms of this
Agreement by the Asset Representations Reviewer, do not violate the Asset Representations Reviewer’s organizational documents
or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets,
in each case, which does or is likely to materially and adversely affect the ability of the Asset Representations Reviewer to perform
its obligations under this Agreement;


 


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


 


(iv)         This Agreement,
assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the
enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities
laws;


 


(v)          The Asset
Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Asset
Representations Reviewer’s good faith


 



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and
reasonable judgment, is likely to affect materially and adversely the ability of the Asset Representations Reviewer to perform
its obligations under this Agreement;


 


(vi)         No litigation
is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations
Reviewer that would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(vii)        The Asset
Representations Reviewer has errors and omissions insurance coverage that is in full force and effect, which complies with the
requirements of Section 3.08 hereof;


 


(viii)       The Asset
Representations Reviewer is an Eligible Asset Representations Reviewer; and


 


(ix)         No consent,
approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body
is required for the consummation by the Asset Representations Reviewer of the transactions contemplated by this Agreement, except
for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date,
and which, if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer to perform
its obligations hereunder.


 


(b)          The representations and
warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the Depositor,
the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written
notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations and
warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders
or any Serviced Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage
Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto,
each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative.


 


Section 2.11     Execution
and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.


  


(a)          The Trustee (i) acknowledges
the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian (to the extent the documents
constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Sections 2.01 and
2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i), declares that it holds the
Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier
Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery


 



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described
in clause (i), declares that it holds any Excess Interest for the benefit of the Holders of any Excess Interest Certificates.
Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier Regular Interests and
the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge the issuance thereof,
in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and interest in and to
the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby
acknowledged, and (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the Holders of the Class
R Certificates (in respect of the Upper-Tier Residual Interest), the Holders of the Regular Certificates and the holder(s) of
the Class EC Regular Interests, in exchange for the conveyance described in the immediately preceding clause (ii), (A)
the Class EC Regular Interests and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall
execute and cause to be authenticated and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and
(2) the Class R Certificates, representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest, registered in
the names set forth in such order and duly authenticated by the Certificate Administrator. If there are any ARD Mortgage Loans
in the Trust Fund, then the Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the
order of the Depositor, the Excess Interest Certificates in exchange for any Excess Interest.


 


(b)          The Depositor, as of the
Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right,
title and interest of the Depositor in and to the Class EC Regular Interests to the Trustee for the benefit of the holders of (i)
the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest), (ii) the Class
B Certificates (to the extent of the Class B Percentage Interest of the Class B Regular Interest), (iii) the Class C Certificates
(to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class EC Certificates (to the extent
of the applicable Class EC Percentage Interest of each of the Class EC Regular Interests). The Trustee (i) acknowledges the assignment
to it of the Class EC Regular Interests and (ii) declares that it holds and will hold the Class EC Regular Interests in trust for
the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates. The Certificate Administrator
shall execute and cause the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor, in exchange
for the Class EC Regular Interests, the Exchangeable Certificates in authorized Denominations.


 


Section 2.12     Miscellaneous
REMIC and Grantor Trust Provisions.


 


(a)          The Class LA-1, Class
LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LH
Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1),
and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual
interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(b)          The Regular Certificates
and the Class EC Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the
meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates)


 



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is
hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section
860G(a)(2).


 


(c)          The Closing Date is hereby
designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC. The “latest possible
maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests, the Regular Certificates and
the Class EC Regular Interests is the Rated Final Distribution Date.


 


(d)          None of the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into
any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated
herein.


 


(e)          Each Class of the Grantor
Trust Certificates shall represent undivided beneficial interests in its corresponding portion of the Trust Fund consisting of,
respectively, the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor
Trust Assets, the Class EC Specific Grantor Trust Assets, and the Excess Interest Grantor Trust Assets, each of which portions
will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.


 


Article
III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 


Section 3.01     Master
Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Mortgage Loans.


 


(a)          The Master Servicer (with
respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced Loans and, to the extent
provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall service and administer the
Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together with the related Outside Serviced
Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion Loans on behalf of the Trust
Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Loan Combination, for the benefit
of the Certificateholders and the related Serviced Companion Loan Holders as a collective whole as if such Certificateholders and
Serviced Companion Loan Holders constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account
the subordinate nature of the related Subordinate Companion Loan), subject to the terms and conditions of the related Co-Lender
Agreement) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case
may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced
Mortgage Loans or Serviced Loan Combinations and, in the case of the Serviced Loan Combinations, the related Co-Lender Agreement;
and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and
subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor
agreement, the Master Servicer and Special


 



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Servicer
shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Loans (other than the Outside
Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special
Servicer shall have full power and authority, acting alone or, in the case of the Master Servicer only, through Sub-Servicers
(subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement), to do or cause to be done
any and all things in connection with such servicing and administration which it may deem consistent with the Servicing Standard
and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of the Certificateholders and,
in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and,
in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion
Loan), subject to the terms and conditions of the related Co-Lender Agreement), including, without limitation, with respect to
each Mortgage Loan and Serviced Companion Loan, (A) other than with respect to the Outside Serviced Mortgage Loans, to prepare,
execute and deliver, on behalf of the Certificateholders, the Serviced Companion Loan Holders and the Trustee or any of them:
(i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24
of this Agreement, any modifications, waivers, consents or amendments to or with respect to any documents contained in the
related Mortgage File or defeasance of the Mortgage Loan or Serviced Companion Loan; and (iii) any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage
Loan (and related Serviced Companion Loan) or the related Mortgaged Property; and (B) including with respect to the Outside Serviced
Mortgage Loans, to direct, manage, prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the
Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee or the Trust. Notwithstanding the foregoing,
neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms
of any Mortgage Loan, or Serviced Companion Loan except under the circumstances described in Sections 3.07, 3.09,
3.10 and 3.24 of this Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer
shall service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans), the Serviced Companion Loans
and each related REO Property in accordance with applicable law and the terms thereof and hereof and the terms of any applicable
Co-Lender Agreements and intercreditor agreements and shall provide to the Mortgagors any reports required to be provided to them
thereby.


 


Subject to Section 3.11
of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver (i) to
the Master Servicer, any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement or such other form
as mutually agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer, any powers of attorney substantially
in the form of Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and the Special Servicer,
and (iii) to the Master Servicer or Special Servicer, as applicable, other documents reasonably acceptable to the Trustee prepared
by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written request) to enable the Master
Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding anything contained
herein to the


 



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contrary,
none of the Master Servicer, the Special Servicer or any Sub-Servicer shall, without the Trustee’s written consent: (i)
initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or
Special Servicer’s, as applicable, representative capacity, unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice
to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in
the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior
to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master
Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent
to cause, and that actually causes, the Trustee to be registered to do business in any state. Each of the Master Servicer, the
Special Servicer and any Sub-Servicer shall indemnify the Trustee for any and all costs, liabilities and expenses incurred by
the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master Servicer or the Special
Servicer or its agents or subcontractors, as applicable.


 


(b)          Unless otherwise provided
in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on a Serviced Loan on
a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately following the date
of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the Master Servicer shall
apply any amounts received on “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which shall not be redeemed by the
Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased pursuant to its terms to the principal
balance of and interest on such Serviced Loan as of the Due Date immediately following the receipt of such amounts. If with respect
to any Serviced Loan the related Loan Documents permit the lender, at its option, prior to an event of default under the related
Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold such amounts in a reserve account, the Master
Servicer shall hold such amounts in the applicable reserve account and may not apply such amounts as a prepayment until the occurrence
of an event of default under the related Serviced Loan; provided that any such amounts may be used, if permitted under the
related Loan Documents, to defease the related Serviced Loan or, upon an event of default under the related Serviced Loan, to prepay
the Serviced Loan.


 


(c)          The Master Servicer may
enter into Sub-Servicing Agreements with third parties (including a party that has previously been engaged as a Subcontractor)
with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions
of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) other than with respect to any
Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide
that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy
of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer
in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach
or


 



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receives
a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection;
(v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement (other than any Sub-Servicing Agreement
in place on the Closing Date with a Mortgage Loan Seller Sub-Servicer); (vi) any assignment of such Sub-Servicing Agreement by
the related Sub-Servicer (other than an assignment to the Master Servicer) shall be subject to the prior written consent of the
Depositor (which consent shall not be unreasonably withheld, conditioned or delayed); (vii) any amendment or modification of such
Sub-Servicing Agreement shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably
withheld, conditioned or delayed) if the Master Servicer determines that, as a result of such amendment or modification, the Sub-Servicer
would become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of
the pool assets; (viii) any such Sub-Servicing Agreement shall provide that if the Master Servicer shall for any reason no longer
act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its
designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations
of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof under the circumstances
described therein (subject to Section 3.01(d) hereof), in each case without cost or obligation to the assuming party or
the Trust Fund; (ix) any such Sub-Servicing Agreement shall provide that the Trustee (for the benefit of the Certificateholders
and the related Companion Loan Holder (if applicable) and the Trust (as holder of the Lower-Tier Regular Interests) shall be a
third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes
the obligations of such party thereunder as contemplated herein) none of the Trust, the Trustee, the Operating Advisor, the Certificate
Administrator, the Master Servicer or Special Servicer, as applicable, any successor master servicer or special servicer or any
Certificateholder (or the related Companion Loan Holder, if applicable) shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (ix) any such Sub-Servicing Agreement shall provide that the Sub-Servicer shall be in default
under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (unless such default is waived
by the Depositor in writing) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required
to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article X or under the Sub-Servicing
Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to
perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding creating,
obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under
Article X or under the Exchange Act reporting requirements of any other pooling and servicing agreement that the Depositor
is a party to; (x) any such Sub-Servicing Agreement shall comply with the requirements set forth in Section 10.17 of this
Agreement; and (xi) no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing decisions,
such as loan modifications or determinations as to the manner or timing of enforcing remedies under the related Loan Documents,
without the consent of the Master Servicer. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties
to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent
with the provisions of this Section 3.01(c). The Master Servicer shall be responsible for paying the servicing fees of
any Sub-Servicer retained by it.


 



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The Master Servicer shall, upon request, provide a copy of each Sub-Servicing Agreement (and
any assignment thereof) entered into by it to the Depositor. A Sub-Servicer may be an affiliate of the Depositor, the Master Servicer
or the Special Servicer. The Special Servicer shall not appoint sub-servicers with respect to any of its servicing obligations
and duties under this Agreement; provided that, if and to the extent Midland Loan Services, a Division of PNC Bank, National
Association is terminated as Special Servicer by the Controlling Class Representative without cause (i.e., not as a result of
a Servicer Termination Event) and Midland Loan Services, a Division of PNC Bank, National Association otherwise satisfies all
of the eligibility requirements applicable to special servicers contained in this Agreement, Midland Loan Services, a Division
of PNC Bank, National Association may be appointed as a sub-special servicer of a successor Special Servicer appointed by the
Controlling Class Representative. In the event Midland Loan Services, a Division of PNC Bank, National Association is appointed
as a sub-special servicer of a successor Special Servicer pursuant to the proviso of the immediately preceding sentence, such
successor Special Servicer shall be subject to all the provisions of Section 3.01(c) and Section 3.02 of this Agreement;
provided that all references to “Master Servicer” and “Sub-Servicer” under Section 3.01(c) and
Section 3.02 shall be deemed to be references to the Special Servicer and Midland Loan Services, a Division of PNC Bank,
National Association (in its capacity as sub-special servicer), respectively; and provided, further, that the Depositor’s
consent under clause (iii) of the proviso in the first sentence of Section 3.01(c) shall not be required with respect to
the appointment of Midland Loan Services, a Division of PNC Bank, National Association as a sub-special servicer of such successor
Special Servicer.


 


Any Sub-Servicing Agreement,
and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations involving a Sub-Servicer,
shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor, the Trust Fund 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, except as set forth in Section 3.01(d)
of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.


 


As part of its servicing activities
hereunder, the Master Servicer for the benefit of the Trustee and the Certificateholders, shall (at no expense to the Trustee,
the Certificateholders or the Trust) monitor the performance and enforce the obligations of each of its Sub-Servicers under the
related Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard and the terms of this
Agreement. The Master Servicer shall have the right to remove a Sub-Servicer retained by it in accordance with the terms of the
related Sub-Servicing Agreement.


 


(d)          If the Trustee or any
successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee or
such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the
provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed
to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master Servicer
pursuant to Section 3.01(c) of


 






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this
Agreement. In such event, the Trustee or the successor Master Servicer, as applicable, shall be deemed to have assumed all of
the Master Servicer’s interest therein (but not any liabilities or obligations in respect of acts or omissions of the Master
Servicer prior to such deemed assumption) and to have replaced the Master Servicer as a party to such Sub-Servicing Agreement
to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable,
except that the Master Servicer shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement
that accrued prior to the succession of the Trustee or the successor Master Servicer, as applicable.


 


If the Trustee or any successor
Master Servicer assumes the servicing obligations of the Master Servicer, then, upon request of the Trustee or such successor Master
Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered to the Trustee or such successor
Master Servicer, as applicable, all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being
serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its reasonable efforts
to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer, as
applicable.


 


(e)          The parties hereto acknowledge
that each Serviced Loan Combination is subject to the terms and conditions of the related Co-Lender Agreement and recognize the
respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the related Serviced Companion Loan
Holder(s) under the related Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect
of such Serviced Loan Combination, and the making of remittances, to the Trust, as holder of the related Mortgage Loan, and to
the related Serviced Companion Loan Holder(s); (ii) with respect to the allocation of expenses and losses relating to such Serviced
Loan Combination to the Trust, as holder of the related Mortgage Loan, and to the related Serviced Companion Loan Holder(s); (iii)
any consultation, consent and Special Servicer appointment rights of a related Serviced Companion Loan Holder or its Companion
Loan Holder Representative; (iv) any right of a related Companion Loan Holder to attend (in-person or telephonically) annual meetings
with the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the
Master Servicer or the Special Servicer, as applicable, for the purpose of discussing servicing issues related to such Serviced
Loan Combination; (v) any right of a related Companion Loan Holder to cure certain defaults under the related Serviced Loan Combination;
and (vi) any right of a related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust Fund (together
with any other related Serviced Pari Passu Companion Loans, if applicable). With respect to any Serviced Loan Combination, the
Master Servicer (if such Serviced Loan Combination is a Performing Serviced Loan) or the Special Servicer (if such Serviced Loan
Combination has become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall
prepare and provide to the related Serviced Companion Loan Holder(s) (or its Companion Loan Holder Representative), or the master
servicer or special servicer for the related Other Securitization Trust on its behalf, all notices, reports, statements and communications
to be delivered by the holder of the related Mortgage 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 related Mortgage Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly included
herein, any provisions


 



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required
to be included herein pursuant to any Co-Lender Agreement for a Serviced Loan Combination 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 a Co-Lender Agreement with respect to a Serviced Pari Passu Loan Combination, the terms of such Co-Lender Agreement
shall control with respect to such Serviced Pari Passu Loan Combination.


 


(f)           Notwithstanding anything
to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance on any
Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Loan Combination is no longer
part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any
Property Advance on such Serviced Loan Combination. If pursuant to the foregoing sentence, the Master Servicer does not intend
to make a Property Advance with respect to a Serviced Loan Combination that the Master Servicer would have made if the related
Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify the holder of the related
Serviced Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder
of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally,
at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the Trust Fund, the Master Servicer shall
deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization of the related Serviced Companion
Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) copies of all
financial statements collected from the related borrower for the most recent calendar year and the prior calendar year, (iii) a
copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and insurance bills
for the current calendar year and the prior calendar year.


 


(g)          Notwithstanding anything
herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced Mortgage Loans
are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of the related Outside
Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing Agreement. The parties
further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside Serviced Companion Loan
Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect to the allocation of
collections on or in respect of an Outside Serviced Loan Combination in accordance with the related Co-Lender Agreement. The Master
Servicer shall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the enforcement of the
rights by the Trustee (as holder of the Outside Serviced Mortgage Loans) under each related Co-Lender Agreement and each applicable
Outside Servicing Agreement. The Master Servicer or Special Servicer, as applicable, (under the power of attorney granted by the
Trustee) shall take such actions as it shall deem reasonably necessary to facilitate the servicing of each Outside Serviced Companion
Loan by the related Outside Servicer and the related Outside Special Servicer, including, but not limited to, delivering appropriate
requests for release to the Custodian (if


 



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any)
in order to deliver any portion of the related Mortgage Files to the related Outside Servicer or related Outside Special Servicer
under the applicable Outside Servicing Agreement.


 


To the extent that the Trust,
as holder of an Outside Serviced Mortgage Loan for the benefit of the Certificateholders, is entitled to (i) consent to or approve
any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise any consultation rights with respect
to “Major Decisions” or “Material Actions” (as such term or any analogous term is defined in the applicable
Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related REO Property or any consultation
rights with respect to the implementation of “Asset Status Reports” (as such term or any analogous term is defined
in the applicable Outside Servicing Agreement), then the following parties (to the extent notified by the appropriate party to
the applicable Outside Servicing Agreement of any matter requiring the exercise of consent, approval or consultation rights) shall
actually exercise such consent, approval or consultation rights, and the respective parties to this Agreement shall take such actions
as are reasonably necessary to allow the following parties to exercise such consent, approval or consultation rights: (a) the Master
Servicer (if such Outside Serviced Mortgage Loan is not part of a “specially serviced loan” (as such term or any analogous
term is defined in the applicable Outside Servicing Agreement) and only to the extent that the action would be considered a Master
Servicer Decision and not a Major Decision) or the Controlling Class Representative (if (1) such Outside Serviced Mortgage Loan
is part of a “specially serviced loan” (as such term or any analogous term is defined in the applicable Outside Servicing
Agreement) or if the action would not be considered a Master Servicer Decision, and (2) no Control Termination Event has occurred
and is continuing and such Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) shall exercise such consent or approval
rights, in each case in accordance with Section 3.01(i); and (b) the Controlling Class Representative (unless a Consultation
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), shall exercise any such consultation
rights entitled to be exercised by the holder of such Outside Serviced Mortgage Loan in accordance with Section 3.01(i).


 


In addition to such consent,
approval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is continuing
and the related Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan), on behalf of the Trust, as holder of each Outside
Serviced Mortgage Loan for the benefit of the Certificateholders, will have the right (exercisable in its sole discretion), to
the extent provided in the related Co-Lender Agreement and/or the applicable Outside Servicing Agreement, to attend (in-person
or telephonically) annual meetings with the related Outside Servicer or Outside Special Servicer, as applicable, upon reasonable
notice and at times reasonably acceptable to the related Outside Servicer or Outside Special Servicer, as applicable, for the purpose
of discussing servicing issues related to such Outside Serviced Loan Combination.


 


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation
or authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable
Outside Servicing Agreement or to make Property Advances with respect to any of the Outside Serviced Mortgage Loans or a Companion
Loan related to an Outside Serviced Mortgage Loan. The obligation of the Master Servicer and the Special Servicer to provide information
to the Trustee or any other Person with respect to the Outside Serviced


 



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Mortgage
Loans and any Outside Serviced Companion Loan related to an Outside Serviced Mortgage Loan is dependent on their receipt of the
corresponding information from the related Outside Servicer or the related Outside Special Servicer, as applicable.


 


(h)          The parties hereto acknowledge
that each Outside Serviced Loan Combination is subject to the terms and conditions of the respective Co-Lender Agreement and further
acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Outside Serviced Mortgage Loan and the related
Outside Serviced Companion Loans are to be serviced and administered by the related Outside Servicer and Outside Special Servicer
in accordance with the applicable Outside Servicing Agreement, and (ii) in the event that the applicable Outside Serviced Companion
Loan is no longer part of the trust fund created by the applicable Outside Servicing Agreement and the related Outside Serviced
Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related Outside Serviced
Loan Combination shall be serviced in accordance with the applicable provisions of the applicable Outside Servicing Agreement as
if such agreement was still in full force and effect with respect to the related Outside Serviced Loan Combination, until such
time as a new servicing agreement has been agreed to by the parties to the related Co-Lender Agreement in accordance with the provisions
of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result
in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding and any other
requirements applicable to the related Outside Serviced Mortgage Loan.


 


(i)           The parties hereto acknowledge
that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related Co-Lender Agreement. With respect
to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights and obligations of the related Outside
Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including with respect to the allocation of collections
and losses on or in respect of the related Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s) and
the making of payments to the related Outside Serviced Loan Combination Noteholders in accordance with the related Co-Lender Agreement
and the applicable Outside Servicing Agreement. The parties hereto further acknowledge that, pursuant to the related Co-Lender
Agreement, each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s) are to be serviced and administered
by the related Outside Servicer and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and
that payments allocated to each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loans pursuant to the
applicable Outside Servicing Agreement and the related Co-Lender Agreement are to be made by related Outside Servicer. Although
each Outside Serviced Mortgage Loan is not serviced and administered hereunder, the Master Servicer and the Special Servicer hereunder
for each such Outside Serviced Mortgage Loan shall have certain duties as set forth herein and shall constitute the “Master
Servicer” and “Special Servicer” hereunder with respect to each such Outside Serviced Mortgage Loan.


 


If there are at any time amounts
due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related Co-Lender Agreement or the applicable
Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party to the applicable
Outside Servicing Agreement related to an Outside


 



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Serviced
Mortgage Loan requests the Master Servicer, Special Servicer, Trustee, Certificate Administrator or Custodian to consent to, or
consult with respect to, a modification, waiver or amendment of, or other loan-level action related to, such Outside Serviced
Mortgage Loan (except a modification, waiver or amendment of the applicable Outside Servicing Agreement or the related Co-Lender
Agreement which shall not be subject to the operation of this sentence but shall instead be subject to the operation of the fourth
succeeding sentence), the party hereto that receives such request shall promptly deliver a copy of such request to the Master
Servicer and the Special Servicer, and the Master Servicer (if such Outside Serviced Mortgage Loan is not part of a “specially
serviced loan” (as such term or any analogous term is defined in the applicable Outside Servicing Agreement) and only to
the extent that the action would be considered a Master Servicer Decision and not a Major Decision) or the Controlling Class Representative
(if (1) such Outside Serviced Mortgage Loan is part of a “specially serviced loan” (as such term or any analogous
term is defined in the applicable Outside Servicing Agreement) or if the action would not be considered a Master Servicer Decision
and (2) no Control Termination Event has occurred and is continuing and such Outside Serviced Mortgage Loan is not an Excluded
Mortgage Loan) shall exercise such right of consent; provided, however, that, if such Outside Serviced Mortgage
Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation, then the Master Servicer
or the Controlling Class Representative, as applicable, shall not exercise such right of consent without first having obtained
such Rating Agency Confirmation (payable at the expense of the party making such request for consent or approval if such requesting
party is a Certificateholder or a party to this Agreement, and otherwise from the Collection Account). Any consultation rights
entitled to be exercised by the holders of such Outside Serviced Mortgage Loan shall be exercised by the Controlling Class Representative
(unless a Consultation Termination Event exists or the Outside Serviced Mortgage Loan is an Excluded Mortgage Loan). If a Responsible
Officer of the Trustee, Certificate Administrator or Custodian receives actual notice of a termination event under the applicable
Outside Servicing Agreement, then the Trustee, Certificate Administrator or Custodian, as applicable, shall notify the Master
Servicer (in writing), and the Master Servicer shall act in accordance with the instructions of (prior to the occurrence of a
Control Termination Event) the Controlling Class Representative in accordance with the applicable Outside Servicing Agreement
with respect to such termination event (provided that the Master Servicer shall only be required to comply with such instructions
if such instructions are in accordance with the applicable Outside Servicing Agreement and not inconsistent with this Agreement);
provided that, if such instructions are not provided within a reasonable time period (not to exceed ten (10) Business Days
or such lesser response time as is afforded under the applicable Outside Servicing Agreement) or if a Control Termination Event
exists or if the Master Servicer is not permitted by the applicable Outside Servicing Agreement to follow such instructions, then
the Master Servicer shall take such action or inaction (to the extent permitted by the applicable Outside Servicing Agreement),
as directed in writing by the Holders of the Certificates evidencing at least 25% of the aggregate of all Voting Rights (such
direction to be sought and communicated to the Master Servicer by the Certificate Administrator) within a reasonable period of
time that does not exceed such response time as is afforded under the applicable Outside Servicing Agreement. Subject to the foregoing,
during the continuation of any termination event with respect to the related Outside Servicer or Outside Special Servicer under
the applicable Outside Servicing Agreement, each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall have the right (but not the obligation) to take all actions to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Trust


 



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(including the institution and prosecution of all judicial, administrative
and other proceedings and the filings of proofs of claim and debt in connection therewith). The reasonable costs and expenses
incurred by the Master Servicer, Special Servicer, the Certificate Administrator, or the Trustee in connection with such enforcement
shall be paid by the Master Servicer out of the Collection Account. If the Trustee receives a request (and, if the Master Servicer,
Special Servicer or the Certificate Administrator receives such request, such party shall promptly forward such request to the
Trustee) from any party to the applicable Outside Servicing Agreement for consent to or approval of a modification, waiver or
amendment of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, or the adoption of any servicing
agreement that is the successor to and/or in replacement of the applicable Outside Servicing Agreement in effect as of the Closing
Date or a change in servicer under the applicable Outside Servicing Agreement, then the Trustee is hereby directed to, and the
Trustee shall, grant such consent or approval if (a) the Trustee shall have received a prior Rating Agency Confirmation from each
Rating Agency (payable at the expense of the party making such request for consent or approval to the Trustee, if a Certificateholder
or a party to this Agreement, and otherwise from the Collection Account) with respect to such consent or approval, and (b) unless
a Control Termination Event has occurred and is continuing, the Trustee shall have obtained the consent of the Controlling Class
Representative. The Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer (each, a “Notifying
Party”) shall each promptly forward all material notices or other communications delivered to it in connection with
the applicable Outside Servicing Agreement to each other Notifying Party (unless a Notifying Party has actual knowledge that such
other Notifying Party (i) was copied on such original notice or communication or (ii) actually received such notice or communication),
the Operating Advisor (if a Control Termination Event exists), the Controlling Class Representative (if a Consultation Termination
Event does not exist) and the Depositor and, if such notice or communication is in the nature of a notice or communication that
would be required to be delivered to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information Provider’s
Website in accordance with Section 12.13) if the related Outside Serviced Mortgage Loan were a Mortgage Loan that is serviced
and administered under this Agreement, to the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule
17g-5 Information Provider’s Website in accordance with Section 12.13); provided that, notwithstanding the
foregoing, the Special Servicer shall have no obligation to forward any such notice or communication under this provision unless
(A) the Special Servicer is the only addressee of such notice or communication or (B) there is no addressee on such notice or
communication. Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections
to the Trustee, the Certificate Administrator, the Controlling Class Representative and the Certificateholders with respect to
any Outside Serviced Mortgage Loan shall be dependent on its receipt of the corresponding information and collections from the
related Outside Servicer or the related Outside Special Servicer. Each of the Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer shall reasonably cooperate with the Master Servicer, the Special Servicer or the Controlling
Class Representative, in each case as and when applicable, to facilitate the exercise by such party of any consent, approval or
consultation rights set forth in this Section 3.01; provided, however, the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall have no right or obligation to exercise any consent or consultation rights
or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.


 






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(j)           With respect to each Outside
Serviced Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)           pursuant
to the related Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable, is obligated
to make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund Expenses”
(as each such term or any analogous term is defined in the related Outside Servicing Agreement) with respect to such Outside Serviced
Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata share and the pro rata
share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances
of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable Servicing
Advance” or “Nonrecoverable Property Advances” (and advance interest thereon) and any “Additional Trust
Fund Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement), but only
to the extent that they relate to servicing and administration of such Outside Serviced Mortgage Loan, including without limitation,
any unpaid “Special Servicing Fees,” “Liquidation Fees” and “Workout Fees” (as each such term
or any analogous term is defined in the related Outside Servicing Agreement) relating to such Outside Serviced Mortgage Loan; and
in the event that the funds received with respect to the related Outside Serviced Loan Combination are insufficient to cover “Servicing
Advances,” “Property Advances” or “Additional Trust Fund Expenses” (as each such term or any analogous
term is defined in the applicable Outside Servicing Agreement) relating to the servicing and administration of the related Outside
Serviced Loan Combination, (i) the Master Servicer shall, promptly following notice from the related Outside Servicer, reimburse
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable (such reimbursement, to the extent owed to the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, may be paid by the Master Servicer to the related Outside Servicer, who
shall pay such amounts to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside
Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro rata share (such pro
rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined
based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s))
of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement),
and (ii) if the related Outside Servicing Agreement permits the related Outside Servicer, the related Outside Special Servicer,
the related Outside Certificate Administrator or the related Outside Trustee to reimburse itself from the related Outside Securitization
Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
may do so and the Master Servicer shall be required to, promptly following notice from the related Outside Servicer, reimburse
the related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the


 



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related
Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage
Loan and the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable
Property Advances” and/or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined
in the applicable Outside Servicing Agreement) relating to the servicing and administration of such Outside Serviced Loan Combination;


 


(ii)          With respect
to each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization Trust established
under the related Outside Servicing Agreement is required to indemnify each of the following parties in respect of other mortgage
loans in the related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement) the related
Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator, the related Outside Trustee,
the related Outside Operating Advisor and the related Outside Depositor (and any director, officer, employee or agent of any of
the foregoing, to the extent such parties are identified as “Indemnified Parties” in the related Outside Servicing
Agreement in respect of other mortgages included in such Outside Securitization Trust) and (ii) the related Outside Securitization
Trust (such parties in clause (i) and the related Outside Securitization Trust, collectively, the “Pari Passu Indemnified
Parties”) shall be indemnified against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of such
Outside Serviced Mortgage Loan and the related Mortgaged Property (or, with respect to the related Outside Operating Advisor, incurred
in connection with the provision of services for such Outside Serviced Mortgage Loan) under the applicable Outside Servicing Agreement
(collectively, the “Pari Passu Indemnified Items”) to the extent of the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent amounts on deposit in the “Serviced Loan Combination
Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”, “Whole Loan Custodial Account”
or “Loan Combination Custodial Account” (as each such term or any analogous term is defined in the applicable Outside
Servicing Agreement), as applicable, maintained pursuant to the related Outside Servicing Agreement that are allocated to the Outside
Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such Indemnified Party shall be entitled to be reimbursed
by the Trust (including out of general collections in the Collection Account) for the Trust’s pro rata share of the insufficiency;


 


(iii)         To the
extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement
for an Outside Serviced Loan Combination 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 inconsistency between the provisions of this Agreement and
any Outside Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, provided that in no event shall
the Master Servicer or the Special Servicer, as the case may be, take


 



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any
action or omit to take any action in accordance with the terms of any Outside Serviced Co-Lender Agreement, that would cause the
Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or REMIC Provisions; and


 


(iv)         each Outside
Servicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each Outside Operating Advisor
and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).


 


(k)          To the extent required
under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for the related
Mortgage Loan in accordance with such Loan Documents.


 


(l)           In order to comply with
the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those
relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l), “Applicable
Laws”), the Master Servicer may be required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto agrees to
provide to the Master Servicer, upon its reasonable request, from time to time such identifying information and documentation as
may be readily available to such party in order to enable the Master Servicer to comply with Applicable Laws; provided that the
Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.


 


Section 3.02     Liability
of the Master Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement, any of the provisions
of this Agreement relating to agreements or arrangements between the Master Servicer and any Person acting as Sub-Servicer (or
its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Master
Servicer shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders and
any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced
Mortgage Loans) and the Serviced Companion Loan in accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue
of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same
terms and conditions as if the Master Servicer alone was servicing and administering the Mortgage Loans (other than the Outside
Serviced Mortgage Loans) and the Serviced Companion Loan. The Master Servicer shall be entitled to enter into an agreement with
any Sub-Servicer providing for indemnification of the Master Servicer by such Sub-Servicer, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or
modify this Agreement.


 


Section 3.03     Collection
of Certain Mortgage Loan Payments.


 


(a)          The Master Servicer (with
respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, shall
use commercially reasonable efforts in accordance with the Servicing Standard to collect all payments called for under the terms
and provisions of the Serviced Loans it is obligated to


 



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service
hereunder (including Special Servicing Fees (in the case of the Special Servicer only), Liquidation Fees (in the case of the Special
Servicer only), Workout Fees and any other fees payable to the Master Servicer or the Special Servicer if and to the extent the
related Loan Documents require the related Mortgagor to pay such fees), and shall follow the Servicing Standard with respect to
such collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the related Mortgagor is in
compliance with each provision of the related Loan Documents, the Master Servicer and the Special Servicer shall not take any
enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests
for collection, until the Maturity Date of any ARD Mortgage Loan or until the outstanding principal balance of such ARD Mortgage
Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further,
that, with respect to any ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may take action to enforce
the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the Loan Documents. For clarification,
no obligation of the Master Servicer or the Special Servicer to use commercially reasonable efforts to collect fees from the related
Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections or other proceeds in accordance
with Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not such Special Servicing Fees, Workout
Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer, with respect to the Performing
Serviced Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use its reasonable efforts to collect
income statements, rent rolls and other reporting information from Mortgagors (as required under the related Loan Documents).
Consistent with the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect
to Specially Serviced Loans), as applicable, may in its discretion waive any Penalty Charges in connection with any delinquent
Monthly Payment with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan) or Serviced Companion Loan. In
addition, the Master Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage
Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan as are permitted or required under Section
3.21 of this Agreement.


 


(b)          If there is any ARD Mortgage
Loan included in the Trust Fund, and if the Master Servicer receives Excess Interest directly from the related Mortgagor or through
the Special Servicer, which Excess Interest was collected during the Collection Period for any Distribution Date, or receives notice
from the related Mortgagor that the Master Servicer will be receiving Excess Interest during the Collection Period for any Distribution
Date, then the Master Servicer shall notify the Certificate Administrator no later than two Business Days prior to such Distribution
Date by means of a clearly labeled item in the CREFC® Loan Periodic Update File. None of the Master Servicer, the
Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to
pay any such Excess Interest. The preceding statements shall not, however, be construed to limit the provisions of Section 3.03(a)
of this Agreement.


 


(c)          With respect to each Outside
Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside Trustee, the related Outside Certificate
Administrator, the related Outside Special Servicer, the related Outside Servicer and the related Outside Operating Advisor promptly
following the Closing Date, written notice in the form of


 



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Exhibit
FF attached hereto stating that, as of the Closing Date, the Trustee is the holder of such Outside Serviced Mortgage Loan
and directing each such recipient to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise
make available, as the case may be, to the Master Servicer all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to, the holder of such Outside Serviced Mortgage Loan under the
related Co-Lender Agreement and the applicable Outside Servicing Agreement (which notice shall also provide contact information
for the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and each party designated to exercise
the rights of the “Non-Controlling Note Holder” under the related Co-Lender Agreement), accompanied by a copy of an
executed version of this Agreement, and (B) notice of any subsequent change in the identity of the Master Servicer or any party
designated to exercise the rights of the “Non-Controlling Note Holder” under the related Co-Lender Agreement (together
with the relevant contact information). The Master Servicer shall, within one (1) Business Day of receipt of properly identified
funds, deposit into the Collection Account all amounts received with respect to each Outside Serviced Mortgage Loan, the Mortgaged
Property related to each Outside Serviced Mortgage Loan or any related REO Property; provided, however, that to
the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use
commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt of
such amounts but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business
Days of receipt of such amounts.


 


(d)          With respect to each Outside
Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer any Monthly Payment or other
amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance with the terms of the applicable
Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide notice of such failure
to the related Outside Servicer and the related Outside Trustee.


 


Section 3.04     Collection
of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)          With respect to each Mortgaged
Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes, assessments, ground rents and other similar items that are or may become a lien on the related
Mortgaged Property and the status of insurance premiums payable with respect thereto. From time to time, to the extent such payments
are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills for the payment of such items (including renewal
premiums), and (ii) effect payment of all such bills with respect to such Mortgaged Properties prior to the applicable penalty
or termination date, in each case employing for such purpose Escrow Payments as allowed under the terms of the related Serviced
Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in accordance with the Servicing Standard that
a Mortgagor (other than with respect to the Outside Serviced Mortgage Loan) has failed to make any such payment or, with respect
to escrowed loans, collections from the Mortgagor are insufficient to pay any such item before the applicable penalty or termination
date, the Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master Servicer determines
in accordance with the Servicing


 



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Standard
that such Advance would be a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the contrary, the Master Servicer
may in accordance with the Servicing Standard elect (but is not required) to make (and in the case of a Specially Serviced Loan,
at the direction of the Special Servicer will be required to make) a payment from amounts on deposit in the Collection Account
that would otherwise be a Property Advance with respect to a Mortgage Loan (other than an Outside Serviced Mortgage Loan) notwithstanding
that the Master Servicer or the Special Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable
Property Advance, if making the payment (x) would prevent (i) the related Mortgaged Property from being uninsured or being sold
at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any
security for the related Mortgage Loan, or (y) would remediate any adverse environmental condition or circumstance at the related
Mortgaged Property, if, in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance
with the Servicing Standard that making the payment is in the best interest of the Certificateholders and any related Serviced
Companion Loan Holder(s) (as a collective whole as if the Certificateholders and such Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related
Subordinate Companion Loan)). If the Special Servicer makes such a determination, it shall notify the Master Servicer and the
Master Servicer shall make such payment from the Collection Account. No costs incurred by the Master Servicer in effecting the
payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions to Certificateholders,
be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.


 


(b)          The Master Servicer shall
segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Loan Combination constituting Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more segregated
custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited within two
(2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable Escrow
Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this Agreement
and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of any Mortgaged
Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except to the extent the related Mortgage
Loan requires or permits it to be held in an account that is not an Eligible Account) in accordance with the terms of the related
Loan Documents) and (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled, “Wells
Fargo Bank, National Association, as Master Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee for the benefit
of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2016-GC37, the Serviced Companion Loan Holders, and Various Mortgagors.” Withdrawals from an Escrow Account may be made by
the Master Servicer only:


 


(i)           to effect
timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of the related
Mortgage Loan or Serviced Loan Combination, as applicable;


 






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(ii)          to transfer
funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master Servicer, the
Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating to
Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Loan Combination, as applicable,
which represent late collections of Escrow Payments thereunder;


 


(iii)         for application
to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced Loan Combination,
as applicable, and the Servicing Standard;


 


(iv)         to clear
and terminate such Escrow Account upon the termination of this Agreement;


 


(v)          to pay from
time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account if
such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Loan Combination,
as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related Mortgagors pursuant
to the related Loan Documents; and


 


(vi)         to remove
any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)          In the event any Loan
Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves to prepay the related
Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the Mortgage Loan, then the
Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such discretion.


 


(d)          Unless required by the
related Loan Documents, the Master Servicer shall not apply any earnout escrows or reserves established with respect to any Mortgage
Loan as a prepayment of such Mortgage Loan if no event of default has occurred under such Mortgage Loan.


 


(e)          To the extent that (i)
an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced Loan, or (ii)
any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the terms of
the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination may be made
on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection other
than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be made to
Master Servicer under the related Loan Documents of supporting documentation have been made; then the Master Servicer shall report
the then current status as a failure) whether the related Mortgagor has failed to perform such obligations under the related Mortgage
Loan or Serviced Loan Combination as of the date required under the related Mortgage Loan or Serviced Loan Combination and report
any such failure to the Special Servicer, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a
Consultation


 



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Termination
Event, the Controlling Class Representative within a reasonable time after the date as of which such actions or remediations are
required to be or to have been taken or completed.


 


Section 3.05     Collection
Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account.


 


(a)          The Master Servicer shall
establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee, for the benefit of
the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account shall be established
and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other than the Excess Interest) will be assets
of the Lower Tier REMIC. As and when required under this Agreement, the Master Servicer shall transfer to the Collection Account
any amounts to be transferred thereto from a Loan Combination Custodial Account as contemplated by Section 3.06A(a)(i) of
this Agreement, and the Master Servicer shall deposit in the Collection Account any amounts required to be deposited therein pursuant
to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with respect to funds
held in the Collection Account. In addition, the Master Servicer shall deposit or cause to be deposited in the Collection Account,
within one (1) Business Day following receipt of properly identified funds, (x) all Net Liquidation Proceeds received on or with
respect to a Mortgage Loan related to a Serviced Loan Combination in connection with any of the events described in clauses
(iii) and (iv) of the definition of “Liquidation Event” in this Agreement, and (y) without duplication,
the following payments and collections received or made by it on or with respect to the Mortgage Loans (other than any Mortgage
Loan related to a Serviced Loan Combination):


 


(i)           all payments
on account of principal on such Mortgage Loans, including Principal Prepayments and the principal component of Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds;


 


(ii)          all payments
on account of interest on such Mortgage Loans (including Excess Interest);


 


(iii)         all Yield
Maintenance Charges on such Mortgage Loans;


 


(iv)         all amounts
with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit in the Collection
Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


 


(v)          all Net
Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)         any amounts
received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B) any recovery
of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with the related Loan
Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;


 


(vii)        any Loss
of Value Payments, as set forth in Section 3.06(c) of this Agreement; and


 






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(viii)       any other
amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or Special
Servicer, including pursuant to Section 2.03 and Section 3.03(c) of this Agreement;


 


provided, however,
that to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a) are received
after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit
such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer
shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof.


 


The foregoing requirements for
deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of
the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance
fees, review fees and other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing
Compensation need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and,
to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain
any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees, review fees and/or amounts
that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation received with respect
to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or the Special
Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance
fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case of the Master
Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e. the Special
Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special Servicer has received
the excess percentage of such fees), as applicable) the percentage of such fees to which such other party is entitled pursuant
to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges or Modification Fees
received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan constitute servicing
compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the Special Servicer shall not deposit
such fees into the Collection Account and shall instead apply such fees in accordance with Section 3.14(a)(iv) of this Agreement.
In the event that the Master Servicer deposits in the Collection Account any amount not required to be deposited therein, it may
at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding. The Master
Servicer shall give written notice to the Certificate Administrator and the Special Servicer of the location and account number
of the Collection Account and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent
change thereof.


 


Upon receipt of any of the amounts
described in clauses (i) through (vi) and (viii) of the last sentence of the second preceding paragraph with respect to a Mortgage
Loan (other than a Mortgage Loan related to a Serviced Loan Combination), the Special Servicer shall promptly, but in no event
later than one (1) Business Day after receipt of properly identified


 






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funds,
remit such amounts to the Master Servicer for deposit into the Collection Account in accordance with the second preceding paragraph,
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because
of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an
REO Property that relates to any Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination) shall initially
be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the
applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the
Collection Account, all in accordance with Section 3.16 of this Agreement.


 


(b)          The Certificate Administrator
shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC Distribution Account in the name
of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders. Each of the Distribution
Accounts shall be non-interest bearing and shall be established and maintained as Eligible Accounts or as sub-accounts of a single
Eligible Account. With respect to each Distribution Date, on or before such Distribution Date, the Certificate Administrator shall
be deemed to make or shall make the withdrawals from the Lower-Tier REMIC Distribution Account, as set forth in Section 4.01
of this Agreement, shall be deemed to make the deposits into the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC
Distribution Account, as set forth in Section 4.01 hereof, and shall cause the amount of Available Funds (including P&I
Advances) and Yield Maintenance Charges to be distributed in respect of the Certificates, pursuant to Section 4.01 hereof
on such date.


 


(c)          The Certificate Administrator
shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds has occurred) and maintain
the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator on behalf of the Trustee for the benefit
of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be non-interest bearing and shall be maintained
separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator
and other accounts of the Certificate Administrator.


 


Upon the disposition of any REO
Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation
Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such amount for deposit in the
Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve Account on each Distribution
Date that exceed amounts reasonably anticipated to be required to offset possible future Realized Losses, as determined by the
Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each
case after application in accordance with Section 4.01(d)(i) of this Agreement, shall be distributed to the Holders of the
Class R Certificates in respect of the Lower-Tier Residual Interest.


 






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(d)          The Certificate Administrator
shall establish and maintain the Exchangeable Distribution Account in the name of the Certificate Administrator on behalf of the
Trustee, for the benefit of the Holders of the Exchangeable Certificates. The Exchangeable Distribution Account shall be non-interest
bearing and shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account. The Certificate
Administrator shall make or be deemed to have made deposits in and withdrawals from the Exchangeable Distribution Account in accordance
with Article IV of this Agreement.


 


(e)          Prior to the Master Servicer
Remittance Date immediately following the end of the first Collection Period during which Excess Interest is received on any ARD
Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b) of this Agreement, the Certificate
Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the Certificate Administrator
on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates (if applicable). The Excess Interest
Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account (or as a subaccount
of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the Collection Account
and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in the Excess Interest
Distribution Account an amount equal to any Excess Interest received during the applicable Collection Period. Notwithstanding the
foregoing, there are no ARD Mortgage Loans included in the Trust Fund and, accordingly, no Excess Interest is payable to the Trust,
and any obligation to establish an Excess Interest Distribution Account shall be disregarded.


 


If there are any ARD Mortgage
Loans in the Trust Fund, then the Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest
Distribution Account to the extent required to make the distributions of Excess Interest required by Section 4.01(m) of
this Agreement.


 


If there are any ARD Mortgage
Loans in the Trust Fund, then following the distribution of Excess Interest to the Holders of the Excess Interest Certificates
on the first Distribution Date after which there are no longer any ARD Mortgage Loans outstanding, the Certificate Administrator
may terminate the Excess Interest Distribution Account.


 


(f)           Notwithstanding anything
to the contrary herein, each Distribution Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account,
the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be sub-accounts of a single Eligible Account;
provided that each of them shall be treated as a separate account for purposes of deposits and withdrawals under this Agreement.


 


(g)          If any Loss of Value Payments
are received in connection with a Material Document Defect or Material Breach, as the case may be, pursuant to or as contemplated
by Section 2.03(a) of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively,
the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee for the benefit of the Certificateholders,
for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve
Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund


 



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shall
be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of
any Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of
the Loss of Value Reserve Fund (and any income earned thereon) through the Collection Account to the Certificateholders (or, in
the case of any income earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional compensation) as
damages paid to and distributed by the Trust REMICs on account of a breach of a representation or warranty by the related Mortgage
Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.
The applicable Mortgage Loan Seller will be the beneficial owner of the related account in the Loss of Value Reserve Fund for
all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(h)          For the avoidance of doubt,
the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account, and the Interest Reserve Account (including
interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC, the Exchangeable Distribution
Account will be owned by the Grantor Trust, and the Upper-Tier REMIC Distribution (including interest, if any, earned on the investment
of funds in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


Section 3.05A.     Loan
Combination Custodial Account.


 


(a)          The Master Servicer shall
establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate accounts, which may be sub-accounts
of a single account (with respect to each Serviced Loan Combination, the “Loan Combination Custodial Account”)
in which the amounts described in clauses (i) through (viii) below shall be deposited and held in the name of the
Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related Serviced Companion Loan Holder,
as their interests may appear; provided that a Loan Combination Custodial Account may be a sub-account of the Collection
Account or another Loan Combination Custodial Account (but shall be deemed to be a separate account for purposes of applying the
terms of this Agreement). Each of the Loan Combination Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible
Account. The Master Servicer shall deposit or cause to be deposited in each Loan Combination Custodial Account, within one Business
Day following receipt of properly identified funds (or, in the case of payments by the Master Servicer, when otherwise required
to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the
related Serviced Loan Combination:


 


(i)           all payments
on account of principal on the related Serviced Loan Combination, including Principal Prepayments and the principal component of
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)          all payments
on account of interest on the related Serviced Loan Combination;


 


(iii)         all Yield
Maintenance Charges on the related Serviced Loan Combination;


 






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(iv)         any amounts
required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted
Investments with respect to funds held in such Loan Combination Custodial Account;


 


(v)          all amounts
with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to such Loan Combination
Custodial Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the related REO Account
pursuant to Section 3.16(b) of this Agreement;


 


(vi)         all Net
Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Loan Combination
(other than any Net Liquidation Proceeds received on or in respect of the related Mortgage Loan in connection with any of the events
described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement);


 


(vii)        any amounts
received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property Protection Expenses,
or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted to be retained
by the Master Servicer as provided herein; and


 


(viii)       any other
amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account by the Master
Servicer or Special Servicer, including any recovery of any Unliquidated Advances;


 


provided, however,
that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the related Loan Combination Custodial Account within one (1)
Business Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the related Loan Combination
Custodial Account within two (2) Business Days of receipt thereof.


 


(b)          The foregoing requirements
for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application
fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation or other Additional
Special Servicing Compensation need not be deposited in such Loan Combination Custodial Account by the Master Servicer or the Special
Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable,
shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees,
review fees and/or other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing
Compensation received with respect to the Serviced Loan Combinations in accordance with Section 3.12 of this Agreement;
provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption
Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional Servicing Compensation or other
Additional Special Servicing Compensation in excess of the percentage of such fees to which it is entitled pursuant to Section
3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall


 



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remit
to the other party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master
Servicer (if Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to
which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. The Master Servicer
and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer or the Special Servicer, as applicable,
with respect to any Serviced Loan Combination into the related Loan Combination Custodial Account and shall instead apply such
fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance with Section 3.14 of this
Agreement. In the event that the Master Servicer deposits in a Loan Combination Custodial Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial Account, any provision herein
to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator, the related Serviced
Companion Loan Holders and the Special Servicer of the location and account number of each Loan Combination Custodial Account
and shall notify the Certificate Administrator, the related Serviced Companion Loan Holder and the Special Servicer in writing
of any subsequent change thereof. Each Loan Combination Custodial Account shall be maintained as a segregated account (or sub-account
of such segregated account), separate and apart from trust funds created for mortgage backed securities of other series and the
other accounts of the Master Servicer.


 


(c)          Upon receipt of any of
the amounts described in clauses (i) through (viii) of Section 3.05A(a) with respect to a Serviced Loan Combination,
the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master
Servicer for deposit into the Loan Combination Custodial Account in accordance with Section 3.05A(a), unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive
endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer, the
Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to a Serviced
Loan Combination shall initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special
Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer
for deposit into the related Loan Combination Custodial Account, all in accordance with Section 3.17 of this Agreement.


 


Section 3.06     Permitted
Withdrawals From the Collection Account.


 


(a)          The Master Servicer may
make withdrawals from the Collection Account only as described below (the order set forth below not constituting an order of priority
for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance with the related Co-Lender
Agreement and Section 3.14 of this Agreement:


 


(i)           to remit
on or before each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess


 



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Liquidation
Proceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections 3.05(c), 3.05(e),
3.23, 4.01(a)(i) and Section 4.06(a) of this Agreement, respectively;


 


(ii)          to pay
or reimburse the Master Servicer or the Trustee, as applicable (A) for Advances made thereby with respect to Mortgage Loans that
are not part of a Serviced Loan Combination (other than Workout-Delayed Reimbursement Amounts) and any related Advance Interest
Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances
and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant to this clause
(ii)(A) being limited to late collections (including cure payments by related Serviced Companion Loan Holders) of the particular
item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds, Net Insurance
Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such Advance
was made, if applicable (provided that (x) prior to the time any Advance is reimbursed, Advance Interest Amounts may be
reimbursed solely from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and (y) at the time any Advance
(other than Workout Delayed Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance shall be
payable first from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and, to the extent such Penalty
Charges and Modification Fees are insufficient, then from general collections on deposit in the Collection Account), (B) for Advances
made thereby with respect to Mortgage Loans that are part of a Serviced Loan Combination and any related Advance Interest Amounts
(provided that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances and any
related Advance Interest Amounts), the Master Servicer’s right to reimburse any such person pursuant to this clause (ii)(B)
being limited to Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which such
Advance was made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii),
(iv) and (vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant to Section 3.14
of this Agreement, for Advances and any related Advance Interest Amounts (or portion thereof) that have been deemed to be Nonrecoverable
Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced Loan Combination or REO Property
after a Final Recovery Determination to the extent not recovered from the related Loan Combination Custodial Account and Advance
Interest Amounts thereon, first, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
and second, to the extent the principal portion of general collections is insufficient and with respect to such excess only,
subject to any election in its sole discretion to defer reimbursement thereof pursuant to Section 3.27 of this Agreement,
out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed Reimbursement Amounts and Advance
Interest Amounts thereon, first, out of the principal portion of the general collections on the Mortgage Loans and REO Properties,
net of such amounts being reimbursed pursuant to clause (C) above, and second, upon a determination by the Master Servicer,
the Special Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance, in
the same manner as Nonrecoverable Advances may be


 



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reimbursed
(provided that with respect to each Mortgage Loan or REO Property that relates to a Serviced Loan Combination, such Workout-Delayed
Reimbursement Amounts and Advance Interest Amounts thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of
this Agreement and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (ii)(D));


 


(iii)         to pay
on or before each Master Servicer Remittance Date to the Master 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 3.12 of this Agreement)
and to the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to Mortgage Loans
(to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding
Interest Accrual Period, and Special Servicing Compensation (if any) in respect of the immediately preceding Interest Accrual Period
or Collection Period, as applicable, to be paid, in the case of the Servicing Fee, from interest received on the related Mortgage
Loan, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b) of this Agreement any interest
or investment income earned on funds deposited in the Collection Account and, in the case of the Special Servicing Fee, from general
collections; provided, however, that in the case of any Mortgage Loan or REO Mortgage Loan related to a Serviced
Loan Combination, (A) Servicing Fees may be paid out of the Collection Account pursuant to this clause (iii) only from the interest
portion of Net Liquidation Proceeds on or in respect of such Mortgage Loan or REO Property, which Net Liquidation Proceeds were
received in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation
Event” and (B) Special Servicing Compensation shall first be paid out of the related Loan Combination Custodial Account pursuant
to Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection Account pursuant to this clause (iii) only if
and to the extent that such Special Servicing Compensation has not been paid out of the related Loan Combination Custodial Account
pursuant to Section 3.06A(a)(iii) of this Agreement;


 


(iv)         in accordance
with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of general collections
on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage Loans) for any unreimbursed
expense reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation
of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Loan
Purchase Agreement, including, without limitation, any expenses arising out of the performance of its duties under Section 2.03
of this Agreement in connection with such Material Defect or out of the enforcement of the repurchase or substitution obligation
or any other obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Loan Purchase Agreement in connection
with such Material Defect, together with interest thereon at the Advance Rate from the time such expense was incurred to, but excluding,
the date such expense was reimbursed, but only to the extent that such expenses are not otherwise reimbursable, each such Person’s
right to reimbursement pursuant to this clause (iv) with respect to any Mortgage Loan being subject to the following: (a)
if the Purchase Price is paid for such Mortgage


 



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Loan,
then such Person’s right to reimbursement shall be limited to that portion of the Purchase Price that represents such expense
in accordance with clause (e) of the definition of Purchase Price, or (b) if no Purchase Price is paid or if an amount
less than the Purchase Price is paid and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment
or performance pursuant to the applicable Loan Purchase Agreement or if a Loss of Value Payment is made, then such Person shall
be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor of such Mortgage Loan Seller,
settlement of the Material Defect claim, or payment of such Loss of Value Payment, as the case may be;


 


(v)          to pay out
of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust Fund with
respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04(a) and 3.10(e) of this Agreement
and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement (provided
that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(iv)
of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed pursuant thereto, shall be paid
from the Collection Account as provided in this clause (v));


 


(vi)         to the
extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master Servicer,
the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance
Interest Amounts), unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related Mortgage Loan
has been liquidated or a Final Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation,
unpaid Operating Advisor Fees, unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting
Fee is actually received from the related Mortgagor), unpaid Asset Representations Reviewer Ongoing Fee and any unpaid Asset Representations
Reviewer Asset Review Fee (to the extent such fee is payable by the Trust), unpaid CREFC® Intellectual Property
Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant to Section 2.03(h)(vi), Section
2.03(j)(viii), the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10,
Section 3.12(c), Section 3.16(a), Section 3.29(k), Section 6.03, Section 7.04, Section 8.05(a),
Section 8.05(b), Section 8.05(d) , Section 11.02(a), Section 11.02(b) or Section 12.07 of this
Agreement, or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from
the Trust Fund, in each case only to the extent expressly reimbursable under such Section, it being acknowledged that this clause
(vi) shall not be deemed to modify the substance of any such Section, including the provisions of such Section that set forth the
extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement (provided that with respect
to each Mortgage Loan that is part of a Serviced Loan Combination, such expenses shall first be reimbursed pursuant to Section
3.06A(a)(v) of this Agreement to the extent related to such Serviced Loan Combination and, if not reimbursed pursuant thereto,
shall be paid from the Collection Account as provided in this clause (vi), and provided, further,


 






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that
Special Servicing Compensation with respect to any Serviced Companion Loan (or a successor REO Companion Loan) shall not be payable
from the Collection Account pursuant to this clause (vi));


 


(vii)        to transfer
to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably determined
by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either Trust REMIC
under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)       to make
such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are contemplated
by Section 3.14 of this Agreement;


 


(ix)         to make
such payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred to the Collection
Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of the Agreement;


 


(x)          to withdraw
any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(xi)         to clear
and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If and to the extent that the
Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph above
for any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Loan Combination
that represents the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property
Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan),
the Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall use efforts consistent with the Servicing Standard to collect such amounts out of collections on such Serviced Companion
Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder)
and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement Amount
No.1”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 


The Master Servicer shall also
be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the parties to, and/or the securitization trust created under, the applicable Outside Servicing
Agreement by the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence
of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.


 






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The Master Servicer shall keep
and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Collection Account pursuant to subclauses (i)-(ix) of the third preceding paragraph.


 


The Master Servicer shall pay
to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Asset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection
Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the
Special Servicer, an officer of the Operating Advisor, an officer of the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator, as the case may be, describing the item and amount to which the Special Servicer
(or such third party contractor), the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator,
as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in
which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall
have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and
maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection Account, on a loan-by-loan
basis.


 


With respect to each Outside
Serviced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii), the related
Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee,
as applicable, from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the related Outside
Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as
applicable, therefrom based upon an Officer’s Certificate received from the related Outside Servicer, the related Outside
Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, on the first Business
Day following the immediately preceding Determination Date, describing the item and amount to which the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts
stated therein.


 


The Trustee, the Custodian, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor, CREFC®, the
Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders to any funds on deposit
in the Collection Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income),
Trustee/Certificate Administrator Fees, Special Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees,
Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually received from the
related Mortgagor(s)), Asset Representations Reviewer Ongoing Fee, Asset Representations Reviewer Asset Review Fee (only to the
extent such fee is payable by the Trust), CREFC® Intellectual Property Royalty License Fees and (for each of such
Persons other than CREFC®) their respective expenses hereunder (including without limitation Additional Trust Fund
Expenses) to the extent such fees, indemnity amounts and expenses are to


 



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be
reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts paid
directly to third party contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer, as
applicable).


 


(b)          The Certificate Administrator
shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received by the Certificate Administrator
in accordance with Section 3.06(a)(i) of this Agreement and required to be deposited therein. If, as of 3:00 p.m., New York
City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the preceding sentence is
required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator for deposit in
the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Reserve Account the amounts required to be deposited therein pursuant to the provisions of this Agreement
(including, without limitation, Section 3.06(a)(i) of this Agreement), then the Certificate Administrator shall, to the
extent that a Responsible Officer of the Certificate Administrator has such knowledge, provide notice of such failure to the Master
Servicer by facsimile transmission sent to telecopy number (704) 715-0036 (or such alternative number provided by the Master Servicer
to the Certificate Administrator in writing) and by telephone at telephone number (800) 326-1334 (or such alternative number provided
by the Master Servicer to the Certificate Administrator in writing) as soon as possible, but in any event before 5:00 p.m., New
York City time, on such day; provided, however, that the Master Servicer will pay the Certificate Administrator interest
on such late payment at the Prime Rate until such late payment is received by the Certificate Administrator.


 


(c)          If any Loss of Value Payments
are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related REO Property, then the Special
Servicer shall (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice
to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate
Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such
final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve
Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)           to reimburse
the Master Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement, for any Nonrecoverable Advance
made by such party with respect to such Mortgage Loan or any related REO Property (together with any related Advance Interest Amounts);


 


(ii)          to pay,
in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense relating
to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of Value Payments, would constitute
an Additional Trust Fund Expense, and to pay, in accordance with Section 3.06(a) of this Agreement, any unpaid Liquidation
Fee due and owing to the Special Servicer with respect to such Mortgage Loan or any related REO Property;


 






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(iii)         to offset
any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property (as calculated without regard
to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor REO Mortgage
Loan;


 


(iv)         following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
above as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or REO Mortgage Loan; and


 


(v)          on the final
Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above, to each Mortgage
Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage
Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable to
such Mortgage Loan or related REO Property, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred with respect
to the Mortgage Loan related to such contribution.


 


Any Loss of Value Payments transferred
to the Collection Account pursuant to clauses (i) - (iii) of the prior paragraph shall be treated as Liquidation Proceeds
received by the Trust in respect of the related Mortgage Loan or any successor REO Mortgage Loan with respect thereto for which
such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account pursuant to clause
(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan
or REO Mortgage Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated
by clauses (i)-(iii) of the prior paragraph.


 


Section 3.06A.     Permitted
Withdrawals From the Loan Combination Custodial Account.


 


(a)          The Master Servicer may
make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination only as described below (the order
set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges and
Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           (A) after
the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each
calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), to
transfer to the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the Trust pursuant
to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any
applicable Trust Reimbursement Amount, and (B) on or


 



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prior
to the related Serviced Loan Combination Remittance Date in each calendar month (and also on the Business Day immediately following
the receipt of any funds from the REO Account for any REO Property related to such Serviced Loan Combination, if such funds are
received after the Determination Date and before the Distribution Date in any calendar month), to remit to the related Serviced
Companion Loan Holder all amounts on deposit in the Loan Combination Custodial Account payable to such Serviced Companion Loan
Holder pursuant to the related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion
Loan), exclusive of any applicable Trust Reimbursement Amount;


 


(ii)          to pay
or reimburse the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to such Serviced
Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment
or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse
any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Serviced Companion
Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds,
Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan Combination
or any related REO Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not
a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall
be reimbursed or paid, as the case may be, out of payments or other collections of interest (other than Penalty Charges) or Yield
Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Serviced
Companion Loan (or any successor REO Companion Loan); and provided, further, that if such Advance is a P&I Advance with respect
to the related Mortgage Loan (or a successor REO Mortgage Loan), then neither such Advance nor any related Advance Interest Amounts
shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the
related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan),
except that in the case of a Serviced AB Loan Combination, reimbursements or payments, as the case may be, of Advances or any related
Advance Interest Amounts shall be made taking into account the subordinate nature of the related Subordinate Companion Loan to
the extent set forth in, and in accordance with, the related Co-Lender Agreement;


 


(iii)         to pay
on or before each Master Servicer Remittance Date (A) to the Master Servicer as compensation, the aggregate unpaid Servicing Fee
with respect to such Serviced Loan Combination (to the extent not otherwise required to be applied against Prepayment Interest
Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on the related Mortgage
Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance with Section
3.07(b) any interest or investment income earned on funds deposited in such Loan Combination Custodial Account and (B) to the
Special Servicer as compensation, any Special Servicing Compensation payable with respect to such Serviced Loan Combination; provided,
however, that no Servicing Fees or Special


 



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Servicing
Compensation earned with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise
result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related
Serviced Companion Loan (or any successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such
payments shall be made taking into account the subordinate nature of the related Subordinate Companion Loan to the extent set
forth in, and in accordance with, the related Co-Lender Agreement), and no Servicing Fees or Special Servicing Compensation earned
with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) shall be payable out of, or otherwise
result in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or a successor REO
Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way intended to limit the rights of the Master Servicer
or Special Servicer under the related Co-Lender Agreement to seek payment of any unpaid Servicing Fees or Special Servicing Compensation,
as applicable, with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder);


 


(iv)         to pay
for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)          to the extent
not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Special Servicer or the Depositor, as applicable, for unpaid Additional
Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant to the second sentence
of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, the second sentence of Section
3.12(a), the third sentence of Section 3.12(c), Section 3.16(a), Section 6.03, Section 7.04, the
last sentence of Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 12.07, or any other provision
of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only
to the extent expressly reimbursable under such Section and to the extent related to such Serviced Loan Combination and not related
to amounts which are solely expenses of the Trust Fund (such as expenses related to administration of the Trust Fund or REMIC taxes,
penalties or interest or preservation of the REMIC status of each Trust REMIC), it being acknowledged that this clause (v) shall
not be deemed to modify the substance of any such Section, including the provisions of such Section that set forth the extent to
which one of the foregoing Persons is or is not entitled to payment or reimbursement; provided, however, that no payment or reimbursement
to the Operating Advisor, the Trustee or the Certificate Administrator or payment or reimbursement of costs and expenses associated
with obtaining a Rating Agency Confirmation, shall be made out of, or otherwise result in a reduction of, amounts otherwise payable
to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or successor REO Companion Loan)
(provided that, in the case of a Serviced AB Loan Combination, such payments or reimbursements shall be made taking into account
the subordinate nature of the related Subordinate Companion Loan to the extent set forth in, and in accordance


 



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with,
the related Co-Lender Agreement), and no payment or reimbursement of costs and expenses associated with obtaining a Companion
Loan Rating Agency Confirmation shall be made out of, or otherwise result in a reduction of, amounts otherwise payable to the
Trust with respect to the related Mortgage Loan (or any successor REO Mortgage Loan);


 


(vi)         to make
such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination Custodial Account
as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;


 


(vii)        to withdraw
any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;


 


(viii)       if the
related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust,
to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling and Servicing
Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced Companion Loan
(or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest, shall be made
solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or


 


(ix)         to clear
and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall keep
and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis, for the purpose
of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i) - (ix) above. If and to the
extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior
paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to a Serviced
Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent that the
Trust has borne some or all of the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, or
Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion
Loan to the extent set forth in, and in accordance with, the related Co-Lender Agreement), the Master Servicer shall use efforts
consistent with the Servicing Standard to collect such amounts disproportionately borne by the Trust out of collections on such
Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion
Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement
Amount No.2” and, together with Trust Reimbursement Amount No.1, the “Trust Reimbursement Amount”)
collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 


The Master Servicer shall pay
to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable,
from the applicable Loan Combination Custodial Account, amounts


 



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permitted
to be paid thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer
of the Operating Advisor, a Responsible Officer of the Trustee or the Certificate Administrator or an officer of such advancing
party under such Other Pooling and Servicing Agreement, as the case may be, describing the item and amount to which the Special
Servicer (or such third party contractor), the Operating Advisor, the Trustee, the Certificate Administrator or such advancing
party under such Other Pooling and Servicing Agreement, as the case may be, is entitled (unless such payment to the Special Servicer,
the Operating Advisor, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this
Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement
and shall have no duty to re-calculate the amounts stated therein. The parties seeking payment pursuant to this Section shall
each keep and maintain separate accounting for the purpose of justifying any request for withdrawal from each Loan Combination
Custodial Account, on a loan-by-loan basis.


 


The Trustee, the Depositor, the
Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right
prior to the Certificateholders to any funds on deposit in a Loan Combination Custodial Account from time to time for the reimbursement
or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances, Advance Interest Amounts
and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses are to be
reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account pursuant to this Agreement and the related
Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee,
the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however,
for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating Advisor Fee shall be paid from
funds on deposit in a Loan Combination Custodial Account.


 


After the Determination Date,
and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and also
on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the applicable
Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date in any calendar
month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master Servicer shall
remit for deposit in the Collection Account all amounts on deposit in a Loan Combination Custodial Account payable to the Trust
pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including
any applicable Trust Reimbursement Amount; and on or prior to the related Serviced Loan Combination Remittance Date in each calendar
month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related
to the applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month), the Master Servicer shall remit to the related Serviced Companion Loan Holder all amounts on deposit
in a Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement
with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement
Amount, in each case, prior to the required remittance from the Collection Account to the Certificate


 



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Administrator
for deposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance Date.


 


Notwithstanding anything to the
contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from the related Loan
Combination Custodial Account and remit to the related Serviced Companion Loan Holder, within one (1) Business Day of receipt of
properly identified funds, any amounts that represent late collections received by the Master Servicer from the related Mortgagor
that are allocable to the Serviced Companion Loan or any successor REO Loan with respect thereto (exclusive of any portion of such
amount paid or reimbursed to any third party in accordance with the related Co-Lender Agreement or this Agreement), unless such
amount would otherwise be included in the monthly remittance to the related Serviced Companion Loan Holder for such month; provided,
however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer
shall use commercially reasonable efforts to remit such late collections to the related Serviced Companion Loan Holder within one
(1) Business Day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within
two (2) Business Days of receipt of properly identified funds.


 


Section 3.07     Investment
of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


 


(a)          The Master Servicer, or
with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct any depository institution
maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account (subject to the second succeeding
sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Loan Combination Custodial Account,
any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this Section 3.07, 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 Master Servicer
or the Special Servicer 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. In the case
of any Escrow Account or Lock-Box Account (the “Mortgagor Accounts”), the Master Servicer shall act upon the
written request of the related Mortgagor or Manager to the extent the Master Servicer is required to do so under the terms of the
respective Mortgage Loan (or Serviced Loan Combination) or related documents, provided that in the absence of appropriate
written instructions from the related Mortgagor or Manager meeting the requirements of this Section 3.07, the Master Servicer
shall have no obligation to, but will be entitled to, direct the investment of funds in such accounts in Permitted Investments.
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 or a nominee of the Trustee (in each case for the benefit of the Certificateholders).
The Trustee (for the benefit of the Certificateholders) shall have sole control (except with respect to investment direction, which
shall be in the control of the Master Servicer or the Special Servicer, as applicable, as an independent contractor to the Trust
Fund) over each such investment and any certificate or other instrument evidencing any


 



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such
investment shall be delivered directly to the Trustee or its nominee  (which shall initially be the Master 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 (for the benefit of the Certificateholders). Neither the Trustee nor the Certificate Administrator
shall have any responsibility or liability with respect to the investment directions of the Master Servicer or the Special Servicer,
any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master Servicer
shall have no responsibility or liability with respect to the investment direction of the Special Servicer, any Mortgagor or Manager
or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Special Servicer shall have no responsibility
or liability with respect to the investment direction of the Master Servicer, any Mortgagor or any property manager or any losses
resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the Master Servicer (or the Special Servicer in the case
of REO Accounts and any Loss of Value Reserve Fund), shall: (x) 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 (y) demand payment
of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special Servicer in the case of REO Accounts
and any Loss of Value Reserve Fund) that such Permitted Investment would not constitute a Permitted Investment in respect of funds
thereafter on deposit in the related Investment Account. Amounts on deposit in each Distribution Account, the Exchangeable Distribution
Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account
(each, a “Certificate Administrator Account”) shall remain uninvested.


 


(b)          All income and gain realized
from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer, except with respect
to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage Loan (or Serviced Loan
Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any REO Account and any Loss of Value Reserve
Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection Account, a Loan Combination Custodial
Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special Servicer, as applicable, in accordance
with Section 3.06, Section 3.06A or Section 3.16(b) of this Agreement, as applicable. The Master Servicer (or with
respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer) shall deposit from its own funds into any
applicable Investment Account, the amount of any loss incurred in respect of any such Permitted Investment immediately upon realization
of such loss (except with respect to losses incurred as a result of the related Mortgagor or Manager exercising its power under
the related Loan Documents to direct such investment in such Mortgagor Account); provided, however, that the Master
Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income
in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Mortgagor
Account the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts are invested for
the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced Loan Combination) or applicable law. Notwithstanding
the foregoing, neither the Master Servicer nor the Special Servicer (in their


 



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respective
capacities as Master Servicer and Special Servicer, respectively) shall be required to deposit any loss on an investment of funds
in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository
institution or trust company that holds such Investment Account, so long as such depository institution or trust company is not
the Person or an Affiliate of the Person maintaining such account hereunder and satisfied the qualifications set forth in the
definition of Eligible Account both (1) at the time such investment was made and (2) as of the date that is 30 days prior to the
insolvency.


 


(c)          Except as otherwise expressly
provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default
occurs in any other performance required under any Permitted Investment, the Trustee may, and upon the request of Holders of Certificates
representing greater than 50% of the Percentage Interests of any Class 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 Trustee takes
any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does not take any such action,
the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


 


Section 3.08     Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)          The Master Servicer on
behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to cause the related Mortgagor
to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and each Serviced Companion
Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default), and if the
Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Nonrecoverable Advances
and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available at commercially reasonable
rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then “full replacement
cost” of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical
depreciation, and (b) the outstanding principal balance of the related Mortgage Loan and the related Serviced Companion Loan or
such greater amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance provisions
and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided such policy shall include a “replacement
cost” rider, (ii) insurance providing coverage against 18 months (or such longer period or with such extended period endorsement
as provided in the related Mortgage or other Loan Document) of rent interruptions and (iii) such other insurance as is required
in the related Mortgage Loan and the related Serviced Companion Loan. Subject to Section 3.16 of this Agreement, the Special
Servicer in accordance with the Servicing Standard and to the extent available at commercially reasonable rates (as determined
by the Special Servicer in accordance with the Servicing Standard), shall cause to be maintained for each REO Property (other than
an REO Property related to an Outside Serviced Mortgage Loan) no less insurance coverage than was previously required of the Mortgagor
under the related Loan Documents (except to the extent


 



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that
the failure to maintain such insurance coverage is an Acceptable Insurance Default); provided that to the extent the Loan
Documents require the related Mortgagor to maintain insurance with an insurer rated better than as indicated in the definition
of “Qualified Insurer”, the Master Servicer may, without a Rating Agency Confirmation or the approval of the Special
Servicer, to the extent consistent with the Servicing Standard, permit the related Mortgagor to maintain insurance with an insurer
that does not meet the requirements of the Loan Documents so long as the related Mortgagor maintains insurance with an insurer
rated at least as indicated in the definition of “Qualified Insurer”. All insurance for an REO Property shall be from
a Qualified Insurer, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider
that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Any amounts collected
by the Master Servicer or the Special Servicer under any such policies (other than amounts required to be applied to the restoration
or repair of the related Mortgaged Property or amounts to be released to the Mortgagor in accordance with the terms of the related
Loan Documents) shall be deposited into the Collection Account pursuant to Section 3.05 of this Agreement or the Loan Combination
Custodial Account pursuant to Section 3.05A of this Agreement, as applicable, subject to withdrawal pursuant to Section
3.05, Section 3.05A, Section 3.06 or Section 3.06A of this Agreement. Any cost incurred by the Master
Servicer or the Special Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit. It is understood and agreed that no other additional insurance other than flood insurance or earthquake
insurance subject to the conditions set forth below is to be required of any Mortgagor or to be maintained by the Master Servicer
other than pursuant to the terms of the related Loan Documents and pursuant to such applicable laws and regulations as shall at
any time be in force and as shall require such additional insurance. If the related Mortgaged Property (other than an REO Property
and other than with respect to an Outside Serviced Mortgage Loan) is located in a federally designated special flood hazard area,
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, to the
extent required by each Serviced Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the
provisions of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance
shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Serviced
Companion Loan and (ii) the maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Loan
Combination and as is available for the related property under the national flood insurance program (assuming that the area in
which such property is located is participating in such program). If a Mortgaged Property (other than an REO Property) is related
to a Serviced Loan pursuant to which earthquake insurance is required to be maintained pursuant to the terms of the Mortgage Loan
or Serviced Loan Combination, the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related
Mortgagor to maintain, and if the related Mortgagor does not so maintain will itself obtain (subject to the provisions of this
Agreement concerning Nonrecoverable Advances and for so long as such insurance continues to be available at commercially reasonable
rates) and maintain earthquake insurance in respect thereof, in the amount required by the Mortgage Loan or Serviced Loan Combination
or, if not specified, in-place at origination. If an REO Property (other than an REO Property related to the Outside Serviced
Mortgage Loan) (i) is located in a federally designated special flood hazard area or (ii) is related to a Serviced Loan with respect
to which earthquake insurance would be


 



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appropriate in accordance with the Servicing Standard and such insurance is available at
commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement concerning Nonrecoverable
Advances) and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage as described
in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or Special Servicer in maintaining insurance
policies pursuant to this Section 3.08 shall be advanced by the Master Servicer as a Property Advance and shall be reimbursable
to the Master Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer, with respect to REO Properties)
agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders and the Serviced Companion Loan Holders,
claims under each related insurance policy maintained by it pursuant to this Section 3.08(a) in a timely fashion in accordance
with the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder.
All insurance policies required to be maintained by the Master Servicer or Special Servicer hereunder shall name the Trustee or
the Master Servicer or the Special Servicer, on behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by
Qualified Insurers, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider
that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Notwithstanding
the foregoing: (A) the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any
Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or environmental insurance policy
on any REO Property, in each case unless such insurance is required to be maintained under the related Loan Documents and is available
at commercially reasonable rates; provided, however, that neither the Master Servicer nor the Special Servicer shall
have any obligation to maintain such earthquake or environmental insurance policy required under the related Loan Documents if
the originator of the Serviced Mortgage Loan or Serviced Loan Combination waived compliance with such insurance requirements (and
if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake or environmental
insurance policy on any Mortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s
expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property
so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master Servicer’s obligation
to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts
consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained or that the
lender is entitled to reasonably require, subject to applicable law, under the related Loan Documents; and (C) in making determinations
as to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer,
as applicable, shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its own expense, on insurance
consultants in making such determination and any such determinations by the Master Servicer or the Special Servicer, as applicable,
need not be made more frequently than annually but in any event shall be made at the approximate date on which the Master Servicer
or the Special Servicer, as applicable, receives notice of the renewal, replacement or cancellation of coverage.


 


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be
in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does


 



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not
contain any carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the
Servicing Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during
the period that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss
related to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations
hereunder as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under
this paragraph.


 


(b)          (i) If the Master Servicer
or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the
Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the Outside Serviced Mortgage Loans)
as to which the related Mortgagor has not maintained insurance required by the related Mortgage Loan or, if applicable, related
Serviced Loan Combination (other than any Mortgagor that is required under the related Loan Documents to maintain insurance with
an insurer rated better than as indicated in the definition of “Qualified Insurer” that maintains insurance with an
insurer rated at least as indicated in the definition of “Qualified Insurer”) or the Special Servicer obtains and maintains
a blanket insurance policy insuring against fire and hazard losses on all of the REO Properties (other than REO Properties acquired
in respect of the Outside Serviced Mortgage Loan), as required under this Agreement, as the case may be, then the Master Servicer
or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations concerning
the maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement. Any such blanket insurance policy
shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a deductible clause, in which case the Master
Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the related
Mortgaged Property a policy otherwise complying with the provisions of Section 3.08(a) of this Agreement, and (ii) there
shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into
the Collection Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount not otherwise
payable under the blanket policy because of such deductible clause to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan or Serviced Loan Combination or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard. In connection with its activities as Master Servicer
or the Special Servicer hereunder, as applicable, the Master Servicer and the Special Servicer, respectively, agree to prepare
and present, on behalf of itself, the Trustee and Certificateholder and any related Serviced Companion Loan Holder, claims under
any such blanket policy which it maintains in a timely fashion in accordance with the terms of such policy and to take such reasonable
steps as are necessary to receive payment or permit recovery thereunder.


 


(ii)          If the
Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures an
Outside Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect
of an Outside Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall be issued by
a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance
required to be maintained pursuant to Section 3.08(a)


 






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of
this Agreement, then the Master Servicer or Special Servicer, as the case may be, shall conclusively be deemed to have satisfied
its respective obligations to maintain insurance pursuant to Section 3.08(a) of this Agreement. Such policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there
shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions
of Section 3.08(a), and (ii) there shall have been one or more losses which would have been covered by such a policy had
it been maintained, immediately deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account
from its own funds the amount not otherwise payable under such policy because of such deductible to the extent that any such deductible
exceeds the deductible limitation that pertained to the related Mortgage Loan and/or related Serviced Companion Loan(s) related
thereto, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing
Standard.


 


(iii)         In either
case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered by
such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property
or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property
or REO Property is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the Master
Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)          The Master Servicer and
the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of insurance coverage (which may
provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form as is consistent with the Servicing
Standard and in such amounts that are consistent with the Servicing Standard, insuring against loss occasioned by fraud, theft
or other intentional misconduct of the officers and employees of the Master Servicer or the Special Servicer, as the case may be.
The Master Servicer and the Special Servicer each 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 Master Servicer or the Special Servicer, as applicable. In addition, the Master Servicer and the Special Servicer shall each
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 to service the Mortgage Loans and any Serviced Companion Loans
hereunder in such form as is consistent with the Servicing Standard and in such amounts as are consistent with the Servicing Standard.
Notwithstanding the foregoing, so long as the long-term unsecured debt rating or deposit account rating of the Master Servicer
(or its corporate parent) or the Special Servicer (or its corporate parent) is not in any event less than “A3” as rated
by Moody’s and “A-” as rated by Fitch, the Master Servicer or the Special Servicer, as applicable, may self-insure
for the fidelity bond and errors and omissions coverage otherwise required above. The Master Servicer shall cause each and every
Sub-Servicer it has engaged to maintain or cause to be maintained by an agent or contractor servicing any Mortgage Loan or Serviced
Loan Combination on behalf of such Sub-Servicer, a fidelity bond and an errors and omissions


 



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insurance
policy which satisfy the requirements for the fidelity bond and the errors and omissions policy to be maintained by the Master
Servicer to comply with the foregoing. All fidelity bonds and policies of errors and omissions insurance obtained under this Section
3.08(c) shall be issued by a Qualified Insurer.


 


(d)          Each of the Operating
Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer covering losses that
may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.09     Enforcement
of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)          Upon receipt of any request
of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision, except in the case of an Outside Serviced Mortgage
Loan, (i) the Master Servicer shall, with respect to Performing Serviced Loans, (A) promptly review and analyze such request, and
(B) to the extent the Master Servicer is recommending approval, promptly provide a copy of such request and prepare and provide
its written recommendation and analysis to the Special Servicer with all information reasonably available to the Master Servicer
that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases, the Special Servicer
shall be entitled to approve or disapprove such request, and (ii) the Special Servicer shall, with respect to Specially Serviced
Loans, promptly review and analyze such request, including the preparation of written materials in connection with such analysis.
If following its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision and the
review, analysis and/or recommendation, as applicable, set forth in the first sentence of this Section 3.09, the Special
Servicer (with respect to Specially Serviced Loans) or the Master Servicer (with respect to Performing Serviced Loans and with
the Special Servicer’s consent), as applicable, has determined, in a manner consistent with the Servicing Standard, that
the waiver or consent in respect of such due-on-sale or due-on-encumbrance provision would be in accordance with the Servicing
Standard, then the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, shall process and close the related transaction, subject to the consultation and/or consent rights
(if any) of the related Directing Holder or the consultation rights of any related Serviced Pari Passu Companion Loan Holder
(or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided in the related
Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25 and Section
3.28; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such agreement to
the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause
either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart
E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or (ii) create
any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. With respect to Performing
Serviced Loans, the Master Servicer or, in the case of Specially Serviced Loans, the Special Servicer, each in a manner consistent
with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted by applicable
law, enforce the restrictions contained in the related Loan Documents on transfers or further


 



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encumbrances
of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following
its receipt of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer
(with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or
such other time as required by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period
set forth in such Co-Lender Agreement for review by any related Companion Loan Holder) after the Special Servicer’s receipt
(unless earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional
information reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such
request, which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer
and the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that
the waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the
Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special
Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision,
the Master Servicer or the Special Servicer, as applicable, shall deliver to the Trustee, the Certificate Administrator, each
other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination;
provided that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered
if the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a)
in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other
provisions of the related Loan Documents with respect thereto. With respect to all Serviced Mortgage Loans and each Serviced Loan
Combination, the Special Servicer shall, prior to consenting to a proposed action of the Master Servicer pursuant to this Section
3.09 that constitutes a Major Decision, and prior to itself taking such an action, obtain the written consent of the related
Outside Controlling Note Holder (to the extent set forth in the related Co-Lender Agreement if a Serviced Outside Controlled Loan
Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage
Loan(s)) are involved and a Control Termination Event does not exist), as applicable, which consent shall be deemed given ten
(10) Business Days after receipt (unless earlier objected to) by such related Directing Holder of the written recommendation of
the Master Servicer or the Special Servicer, as applicable, for such action and any additional information the related Directing
Holder may reasonably request for the analysis of such request, which recommendation and information may be delivered in an electronic
format reasonably acceptable to the related Directing Holder and the Master Servicer or the Special Servicer, as applicable. In
addition, neither the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any
“due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case,
if it is the party processing the related request pursuant to this Section 3.09(a)), shall have received a prior written
Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including a Serviced Mortgage
Loan related to a Serviced Loan Combination) (A) represents less than 2% of the aggregate principal balance of all of the Mortgage
Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000, (C) has a Loan-to-Value Ratio
equal to or less than 85% (including any existing and proposed debt), (D) has a Debt


 






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Service Coverage Ratio equal to or greater
than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan, any
related Serviced Companion Loan (if applicable) and the principal amount of the proposed additional lien) and (E) is not one of
the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based
on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal
balance less than $10,000,000). Further, neither the Master Servicer nor the Special Servicer may waive the rights of the lender
or grant its consent under any “due-on-sale” provision unless (1) the Master Servicer or the Special Servicer, as
applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)), shall have
received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced Mortgage Loan (including
a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 5% of the principal balance of all of
the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000 and (C) is not one
of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based
on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal
balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions shall include, without limitation,
sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge or hypothecation of direct or indirect
interests in any Mortgagor or its owner, to the extent prohibited under the related Loan Documents, and due-on-encumbrance provisions
shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale
or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited under the related Loan Documents.


 


The Master Servicer or the Special
Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)),
shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating
Advisor (after the occurrence and during the continuance of a Control Termination Event), the Rule 17g-5 Information Provider (for
posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement) and, with respect
to a Serviced Loan Combination, the related Serviced Companion Loan Holder, of any assumption or substitution agreement executed
pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver an original
to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business Days following
the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable.


 


In connection with any request
for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the Special
Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph of this
Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule 17g-5 Information
Provider’s Website in accordance with Section 12.13 of this Agreement.


 






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Further, subject to the terms
of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case, if
it is the party processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to cause all costs
in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, to be paid by
the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating agency
charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional Trust
Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


To the extent not prohibited
by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related
Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such
fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.


 


(b)          Nothing in this Section
3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance
with respect to such Mortgaged Property.


 


(c)          In connection with the
taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the Special
Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section
3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or Serviced Companion
Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


 


(d)          With respect to any Mortgage
Loan (other than the Outside Serviced Mortgage Loans) or Serviced Loan Combination which permits release of Mortgaged Properties
through defeasance, and to the extent consistent with the terms of the related Loan Documents:


 


(i)           Subject
to the consent rights and process set forth in Section 6.09 with respect to Major Decisions, the Master Servicer shall process
all defeasances of Mortgage Loans (other than any Outside Serviced Mortgage Loans) and Serviced Companion Loans in accordance with
the terms of the related Loan Documents, and shall be entitled to any defeasance fees paid relating thereto (provided that for
the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees
or waiver fees in connection with a defeasance to which the Special Servicer is entitled under this Agreement).


 


(ii)          In the
event such Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the Trustee purchase the required
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other
securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor pursuant
to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the related Loan Documents),
purchase or cause the purchase of such


 






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obligations
in accordance with the terms of such Mortgage Loan or Serviced Loan Combination and deliver to the Master Servicer, in the case
of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust Fund and, if applicable, the related
Serviced Companion Loan Holder; provided that, subject to the related Loan Documents, the Master Servicer shall not accept
the amounts paid by the related Mortgagor to effect defeasance until acceptable “government securities” within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations
Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable as defeasance collateral under the then most
recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect to certain Mortgage
Loans originated or acquired by RAIT that are subject to defeasance and with respect to certain Mortgage Loans originated or acquired
by BNYM that are subject to defeasance, RAIT or BNYM, as the case may be, has transferred to a third party or has retained the
right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral
(“Retained Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance
request with respect to a Mortgage Loan that provides for Retained Defeasance Rights and Obligations in the related Loan Documents,
the Master Servicer shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance
request to RAIT or to RAIT’s assignee in the case of the Mortgage Loans for which RAIT is the related Mortgage Loan Seller
or to BNYM or BNYM’s assignee in the case of the Mortgage Loans for which BNYM is the related Mortgage Loan Seller. Until
such time as RAIT provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance
Rights and Obligations as to which RAIT is the related Mortgage Loan Seller shall be delivered to RAIT Funding, LLC, Two Logan
Square, 100 North 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103, Attention: Jamie Reyle, Senior
Managing Director – Chief Legal Officer, fax number: (215) 405-2945, e-mail: jreyle@rait.com, with a copy to RAIT Funding,
LLC, Two Logan Square, 100 North 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103, Attention: Scott Davidson, fax number:
(215) 405-2945, e-mail: sdavidson@rait.com. Until such time as BNYM provides written notice to the contrary, the notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which BNYM is the related Mortgage Loan Seller shall
be delivered to The Bank of New York Mellon, 225 Liberty Street, 19th Floor, New York, New York 10286, Attention: George
Passaro, Email: George.passaro@bnymellon.com.


 


(iii)         The Master
Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery of an Opinion
of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) to the
effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit and
the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other
securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable;
such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form
and substance acceptable to the Master Servicer.


 






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(iv)         The Master
Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate (which
shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent certified
public accountant certifying that the “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply with the
requirements of the related Loan Agreement or Mortgage.


 


(v)          To the extent
consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance, the Master
Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer shall
not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer has delivered
a defeasance certificate to such Rating Agency substantially in the form of Exhibit DD to this Agreement for any Mortgage
Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a
Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than
5% of the Stated Principal Balance of all Mortgage Loans.


 


(vi)         If the
Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such
assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate
Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published
guidelines of the Rating Agencies).


 


(vii)        To the
extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs and
expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In the event that
the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses
shall be Additional Trust Fund Expenses.


 


(viii)       In no
event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation
(or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval
of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating
Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a
result of the violation of applicable law or the Loan Documents).


 


(ix)         The Master
Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that


 



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the
Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the status
of either Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but
not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions
to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”
as set forth in Section 860G(c) of the Code).


 


(e)          Notwithstanding any other
provision of this Agreement, without any other approval or consent, the Master Servicer (for Performing Serviced Loans) or the
Special Servicer (for Specially Serviced Loans) may grant and process a Mortgagor’s request for consent to subject the related
Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements
or another purpose and may consent to subordination of the related Mortgage Loan or Serviced Loan Combination to such easement,
right of way or similar agreement; provided that in each case, the Master Servicer or Special Servicer, as applicable, (i)
shall have determined in accordance with the Servicing Standard that such easement, right of way or similar agreement will not
materially and adversely affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged
Property and (ii) shall have determined that such easement, right of way or similar agreement will not cause either Trust REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Master Servicer or the Special Servicer may
rely on an Opinion of Counsel in making any such determination under clause (ii) above.


 


Section 3.10     Appraisal
Reductions; Calculation and allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


 


(a)          Promptly upon the occurrence
of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer shall use reasonable efforts to obtain an
updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced by, and reimbursable to, the Master Servicer
as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if
such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not
be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less
than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained
Appraisal is materially inaccurate. With respect to any Serviced Loan for which an Appraisal Reduction Event has occurred and still
exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine
the Appraisal Reduction Amount with respect to a Serviced Loan Combination shall be delivered by the Special Servicer, upon request,
to each related Serviced Companion Loan Holder.


 


As of the first Determination
Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special
Servicer with respect to such Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.
The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its


 



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possession
that is reasonably required to calculate or recalculate any Collateral Deficiency Amount pursuant to the definition thereof using
reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written
request. Upon obtaining actual knowledge or receipt of notice by the Master Servicer that an Outside Serviced Mortgage Loan has
become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Outside Servicer, Outside Special
Servicer and Outside Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information
reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB
Modified Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal and any other
information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal
obtained by the Master Servicer from the Outside Servicer with respect to such Outside Serviced Mortgage Loan, and all other information
relevant to a Collateral Deficiency Amount determination. The Master Servicer shall notify the Special Servicer and the Certificate
Administrator of any Collateral Deficiency Amount calculated by the Master Servicer with respect to an Outside Serviced Mortgage
Loan that has become an AB Modified Loan. The Special Servicer shall be entitled to conclusively rely on any Collateral Deficiency
Amounts calculated by the Master Servicer. Upon obtaining knowledge or receipt of notice by any other party to this Agreement
that an Outside Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof.
Neither of the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount. For the avoidance
of doubt, the Master Servicer shall only calculate Collateral Deficiency Amounts with respect to Outside Serviced Mortgage Loans.


 


The Certificate Balance of each
Class of applicable Certificates shall be notionally reduced (solely for purposes of determining the identity of the Non-Reduced
Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event) as of any date of determination
to the extent of the Appraisal Reduction Amount(s) allocated to such Class on the preceding Distribution Date. The aggregate Appraisal
Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Balances of the following Classes
of Certificates and Class EC Regular Interests in the following order of priority: first, to the Class H Certificates; second,
to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth,
to the Class D Certificates; sixth, to the Class C Regular Interest (and correspondingly, the Class C Certificates and the
Class EC Component C, pro rata based on their respective percentage interests therein); seventh, to the Class B Regular
Interest (and correspondingly, the Class B Certificates and the Class EC Component B, pro rata based on their respective
percentage interests therein); eighth, to the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates
and the Class EC Component A-S, pro rata based on their respective percentage interests therein); and finally, pro rata
to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v)
Class A-AB Certificates, based on their respective Certificate Balances (provided in each case that no Certificate Balance in respect
of any such Class may be notionally reduced below zero). In addition, as of any date of determination for purposes of determining
the Controlling Class or the occurrence of a Control Termination Event, the Collateral Deficiency Amounts shall be applied to notionally
reduce the Certificate Balances of each Class of the Control Eligible of Certificates in the following order of priority: first,
to the


 






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Class
H Certificates; second, to the Class G Certificates; third, to the Class F Certificates; and fourth, to the
Class E Certificates (provided in each case that no Certificate Balance in respect of any such Class may be notionally reduced
below zero). For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination
Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and applicable
Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance
with the preceding two sentences.


 


With respect to any Appraisal
Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates and with respect to any Appraisal Reduction
Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class or the occurrence of a Control
Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis.


 


The Master Servicer and the Special
Servicer (in each case, to the extent any such amount is required to be calculated by it) shall promptly notify the Certificate
Administrator and Master Servicer of the determination of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount,
and (iii) any resulting Cumulative Appraisal Reduction Amount, and the Certificate Administrator shall promptly post notice of
the determination of any such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount,
as applicable, on the Certificate Administrator’s website.


 


Any Appraisal Reduction Amounts
with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion Loan (up
to the outstanding principal balance thereof), and then, to the related Serviced Mortgage Loan and any related Serviced Pari Passu
Companion Loan(s), on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of such
related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan.


 


The Holders of Certificates representing
the majority of the Certificate Balance of the most senior Class of Control Eligible Certificates whose Certificate Balance is
notionally reduced to less than 25% of the initial Certificate Balance of that Class as a result of an allocation of an Appraisal
Reduction Amount or Collateral Deficiency Amount in respect of such Class (such Class, an “Appraised-Out Class”)
shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount or Collateral Deficiency Amount determination
and, at their sole expense, obtain a second Appraisal of any Serviced Loan for which an Appraisal Reduction Event has occurred
or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The Requesting
Holders shall cause the Appraisal to be prepared on an “as-is” basis by an Appraiser, and the Appraisal must be reasonably
acceptable to the Special Servicer in accordance with the Servicing Standard. The Requesting Holders shall provide the Special
Servicer with notice of their intent to challenge the Special Servicer’s Appraisal Reduction Amount or Collateral Deficiency
Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination of such Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable.


 






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An Appraised-Out Class shall
be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice of
the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, unless the Requesting Holders
provide written notice of their intent to challenge such Appraisal Reduction Amount or Collateral Deficiency Amount to the Special
Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting
Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling
Class until the earliest of (i) 120 days following the related Appraisal Reduction Event or receipt of written notice of a Collateral
Deficiency Amount, as applicable, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the
determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling
Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise
the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates
immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out
Class as the Controlling Class.


 


In addition to the foregoing,
the Holders of Certificates representing the majority of the Certificate Balance of any Appraised-Out Class shall have the right,
at their sole expense, to require the Special Servicer to order an additional Appraisal of any Serviced Loan for which an Appraisal
Reduction Event has occurred or as to which a Collateral Deficiency Amount exists if an event has occurred at or with regard to
the related Mortgaged Property or Mortgaged Properties that would have a material effect on its appraised value, and the Special
Servicer shall use its reasonable efforts, in accordance with the Servicing Standard, to obtain such Appraisal within 30 days from
receipt of such Holders’ written request and shall use its reasonable efforts, in accordance with the Servicing Standard,
to obtain an Appraisal that is prepared on an “as-is” basis by an Appraiser; provided that the Special Servicer
shall not be required to obtain such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that
no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred that would have a material
effect on such appraised value of the related Mortgaged Property or Mortgaged Properties.


 


Upon receipt of an Appraisal
provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested
by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, the Special Servicer shall determine, in accordance with the Servicing Standard,
whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount or Collateral
Deficiency Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any
such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate Administrator’s
Website.


 






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Appraisals that are permitted
to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition
to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this
Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)          In connection with any
foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with Section 3.20
of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property Advance unless the Master
Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a Nonrecoverable Advance (in
which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). The
Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding
sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject to Section 3.21
of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the
state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against
the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial
foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency
judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment
and such determination is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator,
any related Outside Controlling Note Holder and (prior to the occurrence and continuance of a Consultation Termination Event) the
Controlling Class Representative.


 


In the event that title to any
Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan) is acquired in foreclosure
or by deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its nominee
(which shall not include the Master Servicer but may be a single member limited liability company owned by the Trust and managed
by the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests
and on behalf of the holders of the Certificates and, if applicable, and the related Serviced Companion Loan Holders. Notwithstanding
any such acquisition of title and cancellation of the related Serviced Mortgage Loan, the related Serviced Mortgage Loan shall
(except for purposes of Section 9.01) be considered to be an REO Mortgage Loan held in the Trust Fund until such time as
the related REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses.


 






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(c)          Notwithstanding any provision
to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property pursuant to this
Section 3.10 unless either:


 


(i)           such personal
property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code Section
856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)          the Special
Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the effect
that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under the
REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor
Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)          Notwithstanding any provision
to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the Trust Fund or,
if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or indirect partnership or membership interest
or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer or the Special Servicer
shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to the effect that
the holding of such partnership or membership interest or other equity interest by the Trust Fund will not cause the imposition
of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income
tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that
any Certificate is outstanding.


 


(e)          Notwithstanding any provision
to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund or, if applicable, the
related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or by deed-in-lieu of
foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest in any Mortgagor pledged pursuant
to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise acquire possession of,
or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian, the Trustee,
the Certificate Administrator or the Trust Fund or the Certificateholders or, if applicable, the related Serviced Companion Loan
Holders, would be considered to hold title to, or be a “mortgagee-in-possession” of, or to be an “owner”
or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Special Servicer has previously determined
in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by an Independent Person
who regularly conducts environmental audits, that:


 


(i)           such Mortgaged
Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that
it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan


 






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Holder
(as a collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 


(ii)          there are
no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials for
which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Trust Fund and
any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related Serviced
Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the
subordinate nature of any related Subordinate Companion Loan)) to take such actions with respect to the affected Mortgaged Property
as could be required by such law or regulation.


 


In the event that the environmental
assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged Property may
not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively establish
such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person who regularly
conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders and any related Serviced
Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by the Special Servicer for
purposes of this Section 3.10.


 


In the event that the Special
Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan Holder,
the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and any related
Serviced Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)           The environmental assessment
contemplated by Section 3.10(e) of this Agreement shall be prepared within three months of the determination that such assessment
is required by any Independent Person who regularly conducts environmental audits for purchasers of commercial property where the
Mortgaged Property is located, as determined by the Special Servicer in a manner consistent with the Servicing Standard and, if
applicable, any secured creditor impaired property policy issued on or prior to the Closing Date with respect to any Mortgage Loan
(including that the environmental assessment identify any potential pollution conditions (as defined in the environmental insurance
policy) with respect to the related Mortgaged Property). The Master Servicer shall advance the cost of preparation of such environmental
assessments unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable
Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding
sentence in the manner set forth in Section 3.06 of this Agreement. Copies of any environmental assessment prepared pursuant
to Section 3.10(e) of this Agreement shall be provided to the Certificateholder of any Regular


 



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Certificates
and any related Serviced Companion Loan Holder upon written request to the Special Servicer.


 


(g)          If the Special Servicer
determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property is not in compliance with applicable
environmental laws, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder,
as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder constituted a single lender (and, in
the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan),
to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines
pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous Materials
are present, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder, as
a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder constituted a single lender (and, in the
case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan),
to take such action with respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property
as is required by law or regulation, then the Special Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced
Companion Loan Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the
subordinate nature of any related Subordinate Companion Loan). The Master Servicer shall pay the cost of any such compliance, containment,
clean-up or remediation from the Collection Account.


 


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


 


Section 3.11     Trustee
and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any Mortgage Loan or Serviced Loan
Combination or the receipt by the Master Servicer or the Special Servicer of a notification that payment in full has been escrowed
in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately notify the Trustee, the
Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder by delivery of a certification
(which certification shall include a statement to the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant to Section 3.05 of this Agreement have been
or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred in
connection


 



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with
any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.


 


From time to time upon request
of the Master Servicer or Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian
on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the
Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation
or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate
Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated
and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the
Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property,
the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.


 


Within three (3) Business Days,
after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer any
court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys
and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to
obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available
at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such
a lien upon completion of the foreclosure or trustee’s sale.


 


If from time to time, pursuant
to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage
Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan, the
related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note
for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached
hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its
designee. In connection with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding
sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer,
the related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf
of and for the benefit of the Trustee.


 


Section 3.12     Servicing
Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)          As compensation for its
activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and REO Mortgage Loan (including
the Outside


 



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Serviced
Mortgage Loan but excluding the Outside Serviced Companion Loans) and each Serviced Companion Loan and REO Companion Loan that
is included as part of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing Fee, which shall be payable
from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof, the related
Loan Combination Custodial Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii) and/or Section
3.06A of this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as additional servicing
compensation (the following items, collectively, “Additional Servicing Compensation”), (i) 100% of any Excess
Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by
the Master Servicer pursuant to Section 3.24(a) of this Agreement that did not require the approval of the Special Servicer,
(ii) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced
Loan consented to by the Special Servicer pursuant to Section 3.24(a) of this Agreement, (iii) 100% of any defeasance fee
received in connection with a defeasance of a Serviced Loan as contemplated under Section 3.09 of this Agreement (provided
that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification
Fees or waiver fees in connection with a defeasance to which the Special Servicer is entitled under this Agreement), (iv) 100%
of any Assumption Fees with respect to a Performing Serviced Loan involving an assumption transaction consented to by the Master
Servicer that did not require the approval of the Special Servicer, (v) 50% of any Assumption Fees with respect to a Performing
Serviced Loan involving an assumption transaction consented to by the Special Servicer, (vi) the aggregate Prepayment Interest
Excess (exclusive of any portion thereof attributable to an Outside Serviced Mortgage Loan), but only to the extent such amount
is not required to be included in any Compensating Interest Payment, in each case to the extent received and not required to be
deposited or retained in the Collection Account pursuant to Section 3.05 of this Agreement, (vii) 100% of Ancillary Fees
(other than fees for insufficient or returned checks) actually received from Mortgagors on Performing Serviced Loans, (viii) 100%
of assumption application fees actually received from Mortgagors on Performing Serviced Loans, (ix) 100% of Consent Fees with
respect to a Performing Serviced Loan that did not require the approval of the Special Servicer, (x) 50% of any Consent Fees with
respect to a Performing Serviced Loan consented to by the Special Servicer, (xi) 100% of Excess Penalty Charges accrued with respect
to any Mortgage Loan (other than an Outside Serviced Mortgage Loan) and actually received from the Mortgagors other than Excess
Penalty Charges accrued during the period such Mortgage Loan is a Specially Serviced Loan (provided that for the avoidance
of doubt, the Master Servicer shall be entitled to any collections of Excess Penalty Charges that represent amounts accrued while
the related Serviced Loan is a Performing Serviced Loan even if collected when the Serviced Loan is a Specially Serviced Loan),
(xii) 100% of fees for insufficient or returned checks actually received from Mortgagors on all Serviced Loans, and (xiii) in
the case of any ARD Mortgage Loan, 100% of any extension fee actually paid by the related Mortgagor in connection with the Mortgagor’s
option to exercise the related Anticipated Repayment Date option pursuant to the related Loan Documents unless the Special Servicer’s
consent is required, then 50% of any such extension fee; provided, however, that the Master Servicer shall not be
entitled to apply or retain any amounts described in clauses (i) through (v) above as additional compensation with respect to
a specific Mortgage Loan or Serviced Loan Combination, as applicable, with respect to which a default or event of default thereunder
has occurred and is continuing unless and until such default or event of default has been cured (or has been waived in accordance
with the terms of this Agreement) and


 






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all delinquent amounts required to have been paid by the Mortgagor, Advance Interest Amounts
and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due with respect
to such Mortgage Loan or Serviced Loan Combination, as applicable, and (y) in the case of expense items, that arose within the
last 12 months, have been paid. The Master Servicer shall also be entitled pursuant to, and to the extent provided for in Sections
3.06(a)(iii), Section 3.06(A) and Section 3.07(b), to withdraw from the Collection Account and the Loan Combination
Custodial Accounts and to receive from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage
Loan or Serviced Loan Combination or applicable law) any interest or other income earned on deposits therein. Interest or other
income earned on funds in the Collection Account, Loan Combination Custodial Account and Mortgagor Accounts (to the extent consistent
with the related Loan Documents), shall be paid to the Master Servicer as additional servicing compensation and interest or other
income earned on funds in any REO Account shall be payable to the Special Servicer. In addition, the Master Servicer shall be
entitled to charge and retain reasonable review fees in connection with any Mortgagor request with respect to a Performing Serviced
Loan to the extent such fees are permitted under the related Loan Documents and are actually paid by or on behalf of the related
Mortgagor.


 


For the avoidance of doubt, with
respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that
is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master
Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective
percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer shall have the
right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the
Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest
in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any portion of the other
party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge any fee, the Special Servicer shall
still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Master Servicer
had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. The foregoing
provisions of this paragraph shall only apply to Performing Serviced Loans and, subject to the other terms of this Agreement, shall
not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor with respect to any Specially
Serviced Loan.


 


Wells Fargo Bank, National Association
and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional
Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment
shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements
of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and
such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in
the form attached as Exhibit CC-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


 



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attached
as Exhibit CC-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right
under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit
the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. Wells Fargo Bank,
National Association and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment
of such Excess Servicing Fee Right shall, and Wells Fargo Bank, National Association hereby agrees, and each such holder of an
Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection
with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust,
the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Master
Servicer, the Operating Advisor, the Asset Representations Reviewer, 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 an 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 such
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 such Excess Servicing Fee Right or any Certificate pursuant to the Securities
Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Person then acting
as the Master Servicer shall pay, out of each amount paid to such Master Servicer as Servicing Fees with respect to each related
Mortgage Loan or REO Mortgage Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing
Fee Right within one (1) Business Day following the payment of such Servicing Fees to the Master Servicer, in each case in accordance
with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right
shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate
Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, 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.


 


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any Sub-Servicers retained by it.


 


The Master Servicer will not
be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary,
in the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related Mortgage Loan (including
an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion
Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO
Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool.
In addition, with respect to any


 



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Serviced
Subordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced Subordinate Companion Loan (including
an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced Pari Passu Companion
Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights, if any, of
the Master Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing Fees with respect to any Serviced
Companion Loan from the related Serviced Companion Loan Holder.


 


(b)          As compensation for its
activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to its portion
of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect to each Mortgage
Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the Trustee the Trustee’s
portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate Administrator
Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator and
the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate Administrator
Fee 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.


 


(c)          As compensation for its
activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan (including each Serviced
Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest Accrual Period to the Special
Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan
Combination or portion thereof, the related Loan Combination Custodial Account as set forth in Section 3.06(a) and Section
3.06A. The Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. In addition,
the Special Servicer shall be entitled to receive, as additional servicing compensation (the following items, collectively, the
“Additional Special Servicing Compensation”): (i) 50% of any Excess Modification Fees with respect to a modification,
waiver, extension or amendment of a Performing Serviced Loan consented to by the Special Servicer pursuant to Section 3.24
of this Agreement; (ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of
a Specially Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement; (iii) 100% of
any Assumption Fees with respect to a Specially Serviced Loan involving an assumption transaction ; (iv) 50% of any Assumption
Fees with respect to a Performing Serviced Loan involving an assumption transaction consented to by the Special Servicer; (v) 100%
of Ancillary Fees (other than fees for insufficient or returned checks) actually received from Mortgagors with respect to Specially
Serviced Loans; (vi) 100% of assumption application fees actually received from Mortgagors on Specially Serviced Loans; (vii) 100%
of Consent Fees with respect to a Specially Serviced Loan; (viii) 50% of any Consent Fees with respect to a Performing Serviced
Loan consented to by the Special Servicer; (ix) 100% of Excess Penalty Charges accrued with respect to any Mortgage Loan (other
than an Outside Serviced Mortgage Loan) during the period such Mortgage Loan is a Specially Serviced Loan and actually received
from the Mortgagors (provided that for the avoidance of doubt, the Special Servicer shall be entitled to any collections
of Excess Penalty Charges that represent amounts accrued while the


 



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related
Serviced Loan is a Specially Serviced Loan even if collected when the Serviced Loan is not a Specially Serviced Loan); (x) any
interest or other income earned on deposits in the REO Accounts and any Loss of Value Reserve Fund; and (xi) in the case of any
ARD Mortgage Loan, 50% of any extension fee actually paid by the related Mortgagor in connection with the Mortgagor’s option
to exercise the related Anticipated Repayment Date option pursuant to the related Loan Documents, unless the Special Servicer’s
consent is not required, then 0% of any such extension fee. In addition, the Special Servicer shall be entitled to charge and
retain reasonable review fees in connection with any Mortgagor request with respect to a Specially Serviced Loan or any request
as to which the Special Servicer has consent rights, to the extent such fees are permitted under the related Loan Documents and
are actually paid by or on behalf of the related Mortgagor. The Special Servicer shall not be entitled to any Special Servicing
Fees with respect to the Outside Serviced Mortgage Loans.


 


For the avoidance of doubt, with
respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced Loan that
is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement, the Master
Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective
percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer shall have the
right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the
Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest
in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any portion of the other
party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge any fee, the Special Servicer shall
still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Master Servicer
had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. The foregoing
provisions of this paragraph shall only apply to Performing Serviced Loans and, subject to the other terms of this Agreement, shall
not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor with respect to any Specially
Serviced Loan.


 


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


The Special Servicer shall also
be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout
Fee Rate on such Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected Loan. The Special Servicer shall
not be entitled to any Workout Fee with respect to any Outside Serviced Mortgage Loan. The Workout Fee with respect to any Corrected
Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will
become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. If the Special Servicer is terminated (other
than for cause) or resigns: (1) it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans
or Serviced Loan Combinations that became Corrected Loans prior to the time of that termination or resignation, except the Workout
Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially Serviced
Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan or Serviced Loan Combination that was,


 






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at
the time of that termination or resignation, a Specially Serviced Loan for which the resigning or terminated Special Servicer
had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and evidenced
by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan
solely because the Mortgagor had not had sufficient time to make three consecutive full and timely Monthly Payments and which
thereafter becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments, except
the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially
Serviced Loan. In either case, the successor special servicer will not be entitled to any portion of such Workout Fees. The Special
Servicer shall also be entitled to additional servicing compensation in the form of a Liquidation Fee (other than with respect
to the Outside Serviced Mortgage Loans) payable out of the Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds
in the Collection Account or the Loan Combination Custodial Account, as applicable. However, no Liquidation Fee will be payable
with respect to an Outside Serviced Mortgage Loan or in connection with, or out of, Liquidation Proceeds as set forth in the final
two provisos of the definition of “Liquidation Fee” herein. Notwithstanding anything herein to the contrary, the Special
Servicer shall not be entitled to receive both a Liquidation Fee and a Workout Fee with respect to any specific collections or
proceeds on any Mortgage Loan or Serviced Loan Combination. For purposes of the foregoing provisions of this Section 3.12(c),
a termination and removal of the Special Servicer under Section 6.08 of this Agreement shall be deemed to constitute
a termination without cause.


 


If at any time a Mortgage Loan
or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related
Loan Documents, including exercising all remedies available under such Loan Documents that would be in accordance with the Servicing
Standard, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss
that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred as
a result of not collecting such amounts from the related Mortgagor.


 


The Special Servicer shall not
be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside Serviced Companion Loan. In
addition, the Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


 


Notwithstanding anything herein
to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation with respect to the
related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related
Serviced Pari Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related Serviced
Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect to
the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, unless otherwise
provided in the related Co-Lender Agreement, in no event shall Special Servicing Compensation with respect to such Companion


 






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Loan
(including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced Pari Passu
Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights of
the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing Compensation with respect
to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(d)          The Master Servicer, Special
Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust Fund for the costs and expenses
incurred by them in the performance of their duties under this Agreement which are “unanticipated expenses incurred by the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall include, by way of example
and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure, the fees and expenses of any
administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi) of this Agreement.


 


(e)          No provision of this Agreement
or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee to
expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder or
thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of the Master Servicer,
Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds would not be ultimately
recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds and other collections
on or in respect of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is permitted from a Serviced Loan Combination
hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.


 


If the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a Mortgagor, any
Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s
or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s
good faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense
of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless the
Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses
associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be,
in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for the failure to respond
to such request or inquiry.


 






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(f)           With respect to each Collection
Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two Business Days following the
related Determination Date, and the Master Servicer shall deliver, to the extent it has received
such information, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution
Date, an electronic report that
discloses and contains an itemized listing
of any Disclosable
Special Servicer Fees received by the Special
Servicer or any of its Affiliates during the related Collection Period; provided, that no such report shall be due in any month
during which no Disclosable Special Servicer Fees were received.


 


(g)          The Special Servicer and
its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation,
in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation, the Trust, any Mortgagor,
any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion Loan and any purchaser of
any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure
of any Serviced Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties
under this Agreement, other than as expressly provided in this Section 3.12; provided that such prohibition shall
not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as an Outside Servicer or Outside
Special Servicer as expressly provided for under the applicable Outside Servicing Agreement with respect to an Outside Serviced
Mortgage Loan, or as master servicer or special servicer as expressly provided for under the applicable Other Pooling and Servicing
Agreement governing the securitization of a Serviced Companion Loan.


 


Section
3.13     Compensating Interest Payments. The Master Servicer shall deliver to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest
Payment described below that is allocable to a Serviced Companion Loan) on each Master Servicer Remittance Date, without any
right of reimbursement therefor, an amount, with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan)
and any related Serviced Pari Passu Companion Loan, equal to the lesser of:


 


		(i)	the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal
Prepayments received in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced
Pari Passu Companion Loan(s) (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari
Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related
Distribution Date; and



 


		(ii)	the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related
Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing
Fees are being paid in such Collection Period, calculated at a rate of 0.0025% per annum, and (B) all Prepayment Interest
Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan
Combination is serviced under this Agreement, any related Serviced Pari Passu 



 



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			Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest Excesses. In no event will the rights
of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.





 


If a Prepayment Interest Shortfall
occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related Mortgagor to deviate (a “Prohibited
Prepayment”) from the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Mortgage
Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage Loan
is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where the Master
Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in connection with the
payment of any Insurance Proceeds or Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment
for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding paragraph, the
amount of the Prepayment Interest Shortfall with respect to such Mortgage Loan otherwise described in clause (i) of the preceding
paragraph in connection with such Prohibited Prepayment.


 


Compensating Interest Payments
with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced Pari
Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay the portion of
such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.


 


Section 3.14     Application
of Penalty Charges and Modification Fees.


 


(a)          On or prior to the second
Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty Charges and Modification
Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Loan Combination) and not applied
pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of this Agreement) received by it with respect
to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced Mortgage Loan (to the extent allocable to such
Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and remitted to the Master Servicer by the related Outside
Servicer) during the related Collection Period, as follows:


 


(i)           first,
to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special
Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined
to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (exclusive
of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements, in each case, with respect
to such Mortgage Loan or Serviced Loan Combination;


 


(ii)          second,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances
(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan


 



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Combination
previously determined to be Nonrecoverable Advances and previously reimbursed to the Master Servicer and/or the Trustee, as applicable,
from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as
recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


 


(iii)         third,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other
Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage
Loan or Serviced Loan Combination previously paid from the Collection Account or related Loan Combination Custodial Account (and
such amounts will be retained or deposited in the Collection Account or related Loan Combination Custodial Account as recoveries
of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)         fourth,
to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer,
as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12 of this
Agreement prior to the applications set forth in clauses (i) through (iii) above;


 


provided that, notwithstanding the foregoing,
in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes and in the order set forth in the related
Co-Lender Agreement.


 


(b)          In connection with the
operation of the provisions of this Section 3.14, not later than the 25th day of the month in which each Distribution Date
occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional Trust Fund Expense,
Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer a report in the form
reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information regarding (1) the amount of
Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the Special Servicer, as applicable,
and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges, Modification Fees and Assumption
Fees, in each case for the related Collection Period or other reporting period as agreed to by the Master Servicer and the Special
Servicer. The Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to the contents of any
such report and shall provide any supporting information with respect thereto that is reasonably requested by the Special Servicer.


 


Section 3.15     Access
to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate Administrator,
the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event),
the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion
Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions,
the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations,
and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder
is subject,


 



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access
to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve Board, FDIC, OCC or
any such governmental or regulatory body, such access being afforded without charge but only upon reasonable request and during
normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited, in the case of
the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced Companion Loan
Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall detract from the obligation
of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information with respect to
the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this Section 3.15
as a result of such obligation shall not constitute a breach of this Section 3.15.


 


In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder
or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master
Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum
sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable
fees for employee time and for space; provided that no charge may be made if such information or access was required to
be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners
of Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall
require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as
may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such
Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential.


 


In addition, in connection with
providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer may
(i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting
liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding
securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of
information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would
constitute a waiver of the attorney-client privilege.


 


Each of the Master Servicer and
the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone to verbally
answer questions from the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and
the Directing Holder (unless, if the Controlling
Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing), on a monthly
basis, during regular business hours at such time and for such duration as the Master Servicer, the Special Servicer, the Operating
Advisor (after the occurrence and during the continuance of a Control Termination Event) and the Directing Holder (unless, if
the 


 



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Controlling Class Representative is the related Directing Holder, a Control Termination Event has occurred and is continuing)
shall reasonably agree, regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties
for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Operating Advisor and
the related Directing Holder agree to identify for the Master Servicer and the Special Servicer in advance (but at least two (2)
Business Days prior to the related monthly conference) the applicable Mortgage Loans (or Serviced Loan Combination) and/or REO
Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder shall execute a confidentiality
agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.


 


The Master Servicer may (but
shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available
through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced
Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information, for review
by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 


After the occurrence and during
the continuation of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor such reports and other
information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders
generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s obligations under
this Agreement in electronic format.


 


Subject to the terms and conditions
in this Agreement related to Privileged Information, the Operating Advisor hereby agrees that it shall use the information provided
to it by the Special Servicer solely for purposes of performing its duties as Operating Advisor under this Agreement.


 


Section 3.16     Title and
Management of REO Properties.


 


(a)          In the event that title
to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage Loan) is acquired for the
benefit of Certificateholders (or, with respect to a Serviced Loan Combination, for the benefit of the Certificateholders and the
related Serviced Companion Loan Holder(s)) (as a collective whole as if such Certificateholders and, if applicable, such Serviced
Companion Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member limited liability company
established for that purpose) in foreclosure, by deed-in-lieu of foreclosure or upon abandonment or reclamation from bankruptcy,
the deed or certificate of sale shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer),
or a separate trustee or co-trustee, on behalf of the Trust Fund and any related Serviced Companion Loan Holders. The Special Servicer,
on behalf of the Trust Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which
the Lower-Tier REMIC acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Code Section 860G(a)(8), unless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”)
to sell such REO Property or (ii) the


 






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Special
Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate Administrator and the Trustee, addressed to the
Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Lower-Tier REMIC of such
REO Property subsequent to the close of the third calendar year following the year in which such acquisition occurred will not
result in the imposition of taxes on “prohibited transactions” (as defined in Code Section 860F) of either Trust REMIC,
or cause either Trust REMIC to fail to qualify as a REMIC under the Code at any time that any Lower-Tier Regular Interests or
Regular Certificates are outstanding. If the Special Servicer is granted (or is not denied) the REO Extension contemplated by
clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension
or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its receiving
the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated
by clause (ii) of the second preceding sentence shall be an expense of the Trust Fund payable out of the Collection Account pursuant
to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust Fund and any related Serviced Companion
Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held by the Trust Fund (i) prior to
the last day of such period (taking into account extensions) by which such REO Property is required to be disposed of pursuant
to the provisions of the immediately preceding sentence in a manner provided under Section 3.17 of this Agreement and (ii)
on the same terms and conditions as if it were the owner of such REO Property. The Special Servicer shall manage, conserve, protect
and operate each REO Property for the Certificateholders and, if applicable, the related Serviced Companion Loan Holder, solely
for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund of any “income
from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger the status of either Trust REMIC
as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund.


 


(b)          The Special Servicer shall
have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all
things in connection with any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) as are consistent
with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special Servicer deems
to be in the best interests of Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan)), and, in connection therewith, the Special Servicer shall only agree to the payment of management fees that are consistent
with general market standards or to terms that are more favorable. Consistent with the foregoing, the Special Servicer shall cause
or permit to be earned with respect to such REO Property any “net income from foreclosure property,” within the meaning
of Code Section 860G(c), which is subject to tax under the REMIC Provisions only if it has determined, and has so advised the Certificate
Administrator in writing, that the earning of such income on a net after-tax basis could reasonably be expected to result in a
greater recovery on behalf of Certificateholders and, if applicable, the related Companion Loan Holder(s) (as a collective


 



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whole
as if such Certificateholders and, if applicable, the related Companion Loan Holder(s), constituted a single lender (and, in
the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan)) than an alternative method of operation or rental of such REO Property that would not be subject to such a tax. The
Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property separate and apart
from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated
custodial account (each, an “REO Account”), each of which shall be an Eligible Account and (subject to any
changes in the identities of the Special Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a
Division of PNC Bank, National Association, as Special Servicer, on behalf of Deutsche Bank Trust Company Americas, as
Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2016-GC37, [IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED LOAN COMBINATION: and the
related Serviced Companion Loan Holder, as their interests may appear], REO Account.” The Special Servicer shall be
entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account to the
extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited in
the REO Account, within two (2) Business Days after receipt of properly identified and available funds, all revenues and
proceeds received by it with respect to any REO Property, and shall withdraw therefrom funds necessary for the proper
operation, management and maintenance of such REO Property and for other Property Protection Expenses with respect to such
REO Property, including:


 


(i)           all insurance
premiums due and payable in respect of any REO Property;


 


(ii)          all real
estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)         all costs
and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including, if
applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)         any taxes
imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05 of this
Agreement.


 


To the extent that such REO Proceeds
are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided written notice
of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an urgent basis,
two (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis of the urgency)
prior to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless the Master Servicer
determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such
costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). If the Master Servicer
does not make any such Advance in violation of the immediately preceding sentence, the Trustee shall make such Advance unless the
Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on
any


 



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determination
by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, in determining whether
or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business judgment. The Master Servicer
or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest at the Advance Rate)
made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable, Section
3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer
for deposit into the Collection Account, or, for a Serviced Loan Combination, the related Loan Combination Custodial Account,
on a monthly basis prior to the related Master Servicer Remittance Date (but not earlier than two (2) Business Days after
such amounts are received,  properly identified and available) the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation
Proceeds and Net Insurance Proceeds received or collected from each REO Property during the related Collection Period, except
that in determining the amount of any such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable
reserves for repairs, replacements and necessary capital improvements and other related expenses. Notwithstanding the
foregoing, the Special Servicer shall not:


 


(i)           permit the
Trust Fund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any income that does not
constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;


 


(iii)         authorize
or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or
other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was
completed before default on the related Mortgage Loan or Serviced Loan Combination became imminent, all within the meaning of Code
Section 856(e)(4)(B); or


 


(iv)         Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by
the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, any related Serviced Companion Loan Holder,
the Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if any related Serviced
Companion Loan is part of a REMIC, the related Serviced Companion Loan Holder) to the effect that such action will not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined
without regard to the exception applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


The Special Servicer shall be
required to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund and payable
out of REO Proceeds, for the operation and management of any REO Property, within 90 days of the Trust


 



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Fund’s
acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion
of Counsel that the operation and management of any REO Property other than through an Independent Contractor shall not cause
such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which
opinion shall be an expense of the Trust Fund), provided that:


 


(i)           the terms
and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be inconsistent
herewith;


 


(ii)          any such
contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following
the receipt thereof by such Independent Contractor;


 


(iii)         none of
the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee on behalf
of the Certificateholders and, if applicable, any related Serviced Companion Loan Holder with respect to the operation and management
of any such REO Property; and


 


(iv)         the Special
Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in
connection with the operation and management of such REO Property.


 


The Special Servicer shall be
entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed
to limit or modify such indemnification.


 


(c)          When and as necessary,
the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced Companion Loan Holder
(or the master servicer or special servicer for the related Other Securitization Trust on its behalf) a statement prepared by the
Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from
the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of,
or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance with
Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)          Notwithstanding anything
to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside Serviced Mortgage Loan.


 






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Section 3.17     Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.


 


(a)                
The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced
Mortgage Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as
otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in
the case of a Mortgage Loan related to a Serviced Loan Combination in accordance with and subject to the provisions of the related
Co-Lender Agreement and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine
loan or subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.


 


(b)                
Promptly upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing
Standard that it would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination,
any related Serviced Pari Passu Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of
a Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder, constituted a single lender) to
attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan
on behalf of the Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder in such manner as
will be reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special
Servicer shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from
any Person that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), any related Outside Controlling Note Holder and
the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) of any inquiries or offers
received regarding the sale of any Defaulted Loan. Any Serviced Pari Passu Companion Loan that is part of a Defaulted Serviced
Loan Combination is to be sold together with the related Mortgage Loan, subject to this Section 3.17 and any additional
requirements set forth in the related Co-Lender Agreement.


 


(c)                
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder (in the case of a Serviced Loan Combination), the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is involved) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) not less
than five (5) Business Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall
be obligated to submit an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan
pursuant hereto.


 


(d)                
Whether any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this
Agreement shall be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee,
if the offeror is an


 






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Interested
Person (provided that the Trustee may not be an offeror); provided, however, that no offer from an Interested
Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least two other offers
are received from independent third parties; and provided, further, notwithstanding the immediately preceding proviso,
the Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan) shall be deemed
a fair price in all cases, including with respect to any offer from an Interested Person. In all cases under this Agreement (except
to the extent the Trustee is not required to determine whether any cash offer constitutes a fair price for any Defaulted Loan
pursuant to the immediately preceding sentence), in determining whether any offer received from an Interested Person represents
a fair price for any Defaulted Loan, the Trustee shall (at the expense of the Interested Person) designate an independent third
party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing
in mortgage loans similar to such Defaulted Loan that has been selected with reasonable care by the Trustee to determine if such
cash offer constitutes a fair price for such Defaulted Loan; provided that the Trustee will not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(d) will be covered
by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such third party’s
determination. In determining whether any such offer from a Person other than an Interested Person constitutes a fair price for
any such Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the
period and amount of any delinquency on such Defaulted Loan, the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. The appraiser conducting any new Appraisal for determining whether any offer from
a Person other than an Interested Person represents a fair price for any Defaulted Loan shall be an Appraiser selected by the
Special Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property
Advance if no Interested Person is offering to purchase such Defaulted Loan.


 


(e)                
Subject to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g)
and Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion
Loan Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan,
and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable,
the Loan Combination Custodial Account. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the
Certificate Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties
typically given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale is
consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the
Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 






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(f)                
Subject to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights
of a Subordinate Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan
Combination (or senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section, the Special Servicer
shall continue to service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall
pursue such other resolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent
with this Agreement and the Servicing Standard.


 


(g)                Any sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any
Defaulted Loan purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the
related Co-Lender Agreement or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Loan
Combination Custodial Account, as applicable, and the Trustee (or a Custodian on its behalf), upon receipt of an Officer’s
Certificate from the Master Servicer to the effect that such deposit has been made, shall release or cause to be released to the
purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer or the Special Servicer, as applicable,
shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest
in such purchaser ownership of such Defaulted Loan. In connection with any such purchase, the Special Servicer and the Master Servicer
shall deliver the related Servicing File (to the extent either has possession of such file) to such purchaser.


 


(h)                The parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property
related to an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


 


(i)                
The Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder in such
manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16 of this
Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple
offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such
REO Property. If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize
a fair price for any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints
imposed by Section 3.16 of this Agreement, then the Special Servicer shall dispose of such REO Property upon such terms
and conditions as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances
and, in connection therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds
(net of related Liquidation Expenses) for any REO Property sold hereunder shall be deposited in the Collection Account or,
if applicable, the related Loan Combination Custodial Account. The Special Servicer shall notify the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), any related Outside Controlling Note Holder, the
Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) and, in the case of a Serviced
Loan Combination, any related Serviced Companion Loan Holder of any inquiries or offers received regarding the sale of any REO
Property hereunder.


 






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(j)                 
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event),
any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) and the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event) not less than three (3) Business Days’ prior
written notice of its intention to sell any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)
hereunder. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding anything
to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase,
or purchase, any REO Property pursuant hereto.


 


(k)                
Whether any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer,
if the offeror is a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided
that the Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute
a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent
third parties; and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any
such REO Property shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In
determining whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee
shall (at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage
loan matters with at least five (5) years’ experience in valuing or investing in properties similar to such REO Property
that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such REO
Property; provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount
as determined by the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party pursuant to this Section 3.17(k) will be covered by, and will be reimbursable by the Interested
Person. The Trustee will be entitled to rely conclusively upon such third party’s determination. In determining whether any
such offer from a Person other than an Interested Person constitutes a fair price for any such REO Property, the Special Servicer
shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have
obtained pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of any delinquency on
the related Mortgage Loan or Serviced Loan Combination, the occupancy level and physical condition of such REO Property, the state
of the local economy and the obligation to dispose of such REO Property within the time period specified in Section 3.16
of this Agreement. The appraiser conducting any new Appraisal for determining whether any offer from a Person other than an Interested
Person represents a fair price for any REO Property shall be an Appraiser selected by the Special Servicer. The cost of any such
Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested Person
is offering to purchase such REO Property.


 


(l)                  Subject to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement,
the Special Servicer shall act on behalf of the Trust Fund and any affected


 






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Serviced
Companion Loan Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted
Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), and the collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain,
fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such
sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the related
Loan Combination Custodial Account. Any sale of any Defaulted Loan or REO Property (other than an REO Property related to an Outside
Serviced Mortgage Loan) shall be final and without recourse to the Trustee, the Certificate Administrator or the Trust Fund or
any related Serviced Companion Loan Holder (except such recourse to the Trust Fund and the related Serviced Companion Loan Holder
imposed by those representations and warranties typically given in such transactions, any appropriations applied thereto and any
customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none of the Special
Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall have any
liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(m)              
Notwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated
to accept the highest cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with the Controlling
Class Representative (unless a Consultation Termination Event exists or a Serviced Outside Controlled Loan Combination is involved)
and any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)), in accordance
with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, in the
case of a Serviced Pari Passu Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole
as if such Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder(s) constituted a single
lender), and the Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it
determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders
and, in the case of a Serviced Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and, if applicable, the related Serviced Pari Passu Companion Loan Holder(s) 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).


 


Notwithstanding any of the foregoing
paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest cash offer for an
REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer determines (in consultation
with the related Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Consultation
Termination Event exists)), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests
of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan Combination, the related Serviced
Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any Serviced Companion Loan Holder(s)
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the


 






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subordinate
nature of the related Subordinate Companion Loan)), and the Special Servicer may accept a lower cash offer (from any Person other
than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would
be in the best interests of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan Combination,
any related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any related
Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into
account the subordinate nature of the related Serviced Subordinate Companion Loan)) (for example, if the prospective buyer making
the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer
are more favorable).


 


(n)               
In no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
on the Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion
Loan or any Mortgage Loan.


 


(o)                Notwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing
Agreement (which, if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative
for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the
Trust, shall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in
the related Co-Lender Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer
or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan or the
related Companion Loan(s) or any other Mortgage Loan.


 


(p)                Notwithstanding anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17
will remain subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan
Holder as set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor
agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement
or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related Subordinate
Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate Companion Loan Holder
or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor
agreement in connection with each such holders’ purchase rights.


 


(q)                With respect to any Serviced Pari Passu Loan Combination (other than any such Loan Combination that is a Serviced Outside
Controlled Loan Combination), the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced
Pari Passu Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related
Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer will be required to sell each related
Serviced Pari Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement
and subject to any rights of the related Directing Holder and/or


 






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the
holder of any related Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything
to the contrary herein, the Special Servicer shall not sell any such Serviced Pari Passu Loan Combination if it becomes a Defaulted
Serviced Loan Combination without the written consent of each related Serviced Pari Passu Companion Loan Holder (provided that
such consent is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless
the Special Servicer has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the
terms of the related Co-Lender Agreement) to such related Serviced Pari Passu Companion Loan Holder: (a) at least 15 Business
Days’ prior written notice of any decision to attempt to sell such Defaulted Serviced Loan Combination; (b) at least 10
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 10 days prior to the proposed sale date,
a copy of the most recent appraisal for the subject Serviced Pari Passu Loan Combination, and any documents in the Servicing File
reasonably requested by such related Serviced Pari Passu Companion Loan Holder that are material to the price of the subject Serviced
Pari Passu Loan Combination; 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 Master Servicer or the Special Servicer in connection with the proposed sale;
provided, that a related Serviced Pari Passu Companion Loan Holder may waive as to itself any of the delivery or timing requirements
set forth in this sentence. The Controlling Class Representative and each related Serviced Pari Passu Companion Loan Holder will
be permitted to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Defaulted
Serviced Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


 


(r)                 
With respect to any Serviced Pari Passu Loan Combination that is a Serviced Outside Controlled Loan Combination, the parties
hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Pari Passu Loan Combination becomes a Defaulted
Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with
this Section 3.17, then the Special Servicer will be required to sell the related Serviced Pari Passu Companion Loan
together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of
the related Directing Holder, the Controlling Class Representative and/or the holder of any related non-controlling Serviced Pari
Passu Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special
Servicer shall not sell any such Serviced Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without
the written consent of the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside
Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such consent
is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer
has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related
Co-Lender Agreement) to the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each
related non-controlling Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and the holder
of each related non-controlling Serviced Pari Passu Companion Loan, to the extent permitted under the terms of the related Co-


 






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Lender
Agreement): (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such Serviced Pari Passu
Loan Combination; (b) at least 10 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 10 days
prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced Pari Passu Loan Combination, and
any documents in the Servicing File reasonably requested by the Controlling Class Representative, the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan that are material to the price of
the subject Serviced Pari Passu Loan Combination; and (d) until the sale is completed, and a reasonable period of time (but no
less time than is afforded to other offerors and the Controlling Class Representative) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer
or the Special Servicer in connection with the proposed sale; provided, that the Controlling Class Representative, the
related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan may
each waive as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative,
the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan
shall be permitted to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject
Serviced Pari Passu Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


 


With respect to each Serviced
AB Loan Combination, if such Serviced AB Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer
determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall
be permitted to sell the related Serviced Subordinate Companion Loan together with such Serviced Mortgage Loan and any related
Serviced Pari Passu Companion Loan as one whole loan in accordance with this Agreement and the related Co-Lender Agreement, provided
that the Special Servicer has received prior written consent from the holder of such Serviced Subordinate Companion Loan.


 


(s)                With respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term or
any analogous term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO
Property related to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO Property
shall be administered by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and
the related Co-Lender Agreement. Any such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to the
applicable Outside Servicing Agreement and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee
or the Trust, and none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any
liability to any Certificateholder with respect to the purchase price for such Outside Serviced Mortgage Loan or such REO Property
accepted on behalf of the Trust. Any proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection
Account.


 






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Section 3.18     Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain
Reports to the Serviced Companion Loan Holder.


 


(a)                
The Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect
or cause to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent
with the Servicing Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating
to Serviced Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year
with respect to such Mortgaged Property relating to Serviced Mortgage Loans with an outstanding principal balance of less than
$2,000,000, in each case commencing in 2017; provided that the Master Servicer is not required to inspect any Mortgaged
Property that has been inspected by the Special Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced
Loan Combination becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected by the Special Servicer as
soon as practicable and thereafter at least every calendar year for so long as such condition exists. The cost of any annual inspection,
or bi-annual inspection, as the case may be, shall be borne by the Master Servicer unless the related Serviced Mortgage Loan or
Serviced Loan Combination is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer for the cost of
any inspection of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer
out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket costs incurred
with respect to such inspection shall be borne by the Trust Fund. The Special Servicer or the Master Servicer, as applicable, shall
prepare or cause to be prepared a written report of each such inspection performed by it pursuant to this Section 3.18(a),
and shall promptly following completion deliver or make available a copy (in electronic format) of each such report to the Certificate
Administrator (who shall post such report to the Certificate Administrator’s Website for review by Privileged Persons in
accordance with Section 4.02(a)).


 


(b)                
The Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the
interest of the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in
any event within 60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the
related ground lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground
lessor that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master
Servicer shall forward to the Special Servicer any written notice of default under a ground lease.


 


(c)                
The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced
Companion Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by
it with respect to the related Mortgaged Property and Serviced Companion Loan related thereto.


 


(d)                
The Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement
in favor of the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information
from the


 






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related
Outside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability
determinations. The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in
the Master Servicer’s possession as the related Outside Servicer reasonably requests in order to determine whether an advance
similar to a P&I Advance would be “nonrecoverable.”


 


(e)                
If required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion
Loan Holder or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI
Adjustment Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement
Analysis Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties
securing the related Serviced Companion Loan.


 


Section 3.19     Lock-Box Accounts, Escrow Accounts.


 


Except with respect to the Outside
Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with the related
Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related letter of
credit agreement and the Loan Documents.


 


Notwithstanding the foregoing,
to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the
related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Loan
Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced
Loan Combination) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan
(or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.


 


Section 3.20     Property Advances.


 


(a)                
Except with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b)
of this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of
its duties under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances shall
be made with regard to a Subordinate Companion Loan if the related Mortgage Loan is no longer held by the Trust. The Special Servicer
shall give the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder not less than five (or, in the case
of emergency advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’ written notice
before the date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially Serviced
Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan). In addition, the Special Servicer
shall provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder with such information in its possession
as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable, may reasonably request to enable the
Master Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable
Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance shall be deemed to be a
determination by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and the Master Servicer


 






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shall
be entitled to conclusively rely on such determination. In the absence of a determination by the Special Servicer that a Property
Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made (or contemplated
to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee, as applicable. On the fourth
Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special Servicer’s
determination as to whether any Property Advance previously made with respect to a Specially Serviced Loan is a Nonrecoverable
Advance promptly after making such determination. The Master Servicer and the Trustee shall be entitled to conclusively rely on
and shall be bound by such a determination and shall be bound by a determination by the Special Servicer that a Property Advance
previously made or contemplated to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance.
Although the Special Servicer may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer will
have no right to (i) make an affirmative determination that any Property Advance previously made or to be made (or contemplated
to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have
been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination
that any Property Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed
to limit the Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated to be
made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The Master
Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes
of non-recoverability determinations as if such amounts were unreimbursed Property Advances.


 


For purposes of distributions
to Certificateholders and Serviced Companion Loan Holders and compensation to the Master Servicer or the Trustee, Property Advances
shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Loan Combination, notwithstanding that
the terms of such Mortgage Loan or Serviced Loan Combination so provide.


 


(b)                
The Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing
promptly upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance
required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such
Property Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set
forth therein information and instructions for the payment of such Property Advance, and, on the date specified in such notice
for the payment of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five
(5) Business Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall
pay the amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant
to this Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 12.04
of this Agreement.


 


(c)                
Neither the Master Servicer, the Special Servicer nor the Trustee shall be obligated to make a Property Advance as to any
Mortgage Loan or Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable,


 






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determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make Property
Advances that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute a Nonrecoverable
Advance or a determination by the Special Servicer that a Property Advance previously made or proposed to be made is or would,
if made, constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the
Special Servicer, in accordance with the Servicing Standard and (ii) in the case of the Trustee, in accordance with its good
faith business judgment and shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer
Remittance Date to (1) the affected Serviced Companion Loan Holders or their Companion Loan Holder representatives (and the related
master servicer and special servicer under any related Other Pooling and Servicing Agreement, if applicable), in the case of any
Serviced Loan Combination, (2) the Trustee (unless it is the Person making the determination), (3) the Controlling Class Representative
(prior to the occurrence and continuance of a Control Termination Event), (4) in the case of a Property Advance with respect to
any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder, (5) the Master Servicer (unless
it is the Person making the determination), (6) the Special Servicer (unless it is the Person making the determination), and (7)
the Depositor (if the Trustee is making the determination), setting forth the basis for such determination, together with any
other information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property or
REO Property, as the case may be (which Appraisal shall be an expense of the Trust Fund, shall take into account any material
change in circumstances of which such Person is aware or such Person has received new information, either of which has a material
effect on the value and shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve
months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and
financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s
possession) and any engineers’ reports, environmental surveys or similar reports that such Person may have obtained and
that support such determination. In connection with a determination by the Special Servicer, the Master Servicer or the Trustee
as to whether a Property Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)        
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms
of the related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the
related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s
assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate
and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)          any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s
determination that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals
or market value estimates or other information as reasonably may be required for such purposes;


 






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(C)         
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed
Property Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance
and may deliver to the Master Servicer, the Trustee, the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event) and, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan
Combination, the related Outside Controlling Note Holder notice of such determination, which determination shall be conclusive
and binding on the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to
reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination,
that a Property Advance constitutes or would constitute a Nonrecoverable Advance);


 


(D)         
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that
a Property Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively,
on any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


 


(E)         
any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20
with respect to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case
of such a determination by the Special Servicer) and the Trustee; and


 


(F)           notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special
Servicer that any Property Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer
in accordance with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon
any determination by the Special Servicer that any Property Advance would be recoverable.


 


(d)                The Master Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances made
by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii) of this Agreement,
together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special
Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement
of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.


 


(e)               
Notwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under
this Agreement with respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan), the Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made,
in writing, at least five (5) Business Days (or, in an


 






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emergency
situation or on an urgent basis, two (2) Business Days, provided that the written request sets forth the nature of
the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required to be made hereunder
and to be accompanied by such information and documentation regarding the subject Property Advance as the Master Servicer may
reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does not constitute or
would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such Property Advance
that it is so requested by the Special Servicer to make, within five (5) Business Days (or, an emergency situation or on
an urgent basis, two (2) Business Days) of the Master Servicer’s receipt of such request. The Special Servicer shall
have no obligation to make any Property Advance. The Master Servicer shall be entitled to reimbursement for any Advance made by
it at the direction of the Special Servicer, together with interest thereon at the same time, in the same manner and to the same
extent as the Master Servicer is entitled with respect to any other Advances made thereby.


 


Section 3.21     Appointment of Special Servicer; Asset Status Reports.


 


(a)               Midland Loan Services, a Division of PNC Bank, National Association is hereby appointed as the initial Special Servicer
to specially service each of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and each Serviced Loan Combination.


 


(b)               The
Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior to
taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision)
with respect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related
Mortgage Loan or Serviced Loan Combination. Each Asset Status Report will be delivered in electronic format to the Operating Advisor
(but only after the occurrence and during the continuance of a Control Termination Event), the related Directing Holder (but,
if the Controlling Class Representative is the related Directing Holder, only prior to the occurrence and continuance of a Consultation
Termination Event and only if the related Specially Serviced Loan is not an Excluded Mortgage Loan), the related Serviced Companion
Loan Holder (in the case of a Serviced Loan Combination) and, for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider; provided, however, the
Special Servicer shall not be required to deliver an Asset Status Report to the related Directing Holder if they are the same
entity. The Special Servicer shall deliver a summary of each Final Asset Status Report to the Certificate Administrator. Such
Asset Status Report shall be consistent with the Servicing Standard and set forth the following information to the extent reasonably
determinable:


 


(i)               
summary of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;


 


(ii)              
if a Servicing Transfer Event has occurred and is continuing:


 


(A)        
a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent
with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the


 






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Mortgage
Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


 


(B)         
the most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


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


 


(D)         
a copy of the last obtained Appraisal of the Mortgaged Property;


 


(E)         
the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Loan Combination;


 


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


 


(G)         
if the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there
was a violation of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan Combination and (ii) any determination
not to pursue a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)           
a description of any such proposed or taken actions;


 


(iv)            
the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed
or taken actions;


 


(v)             
the 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;


 


(vi)           
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present
value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination
and (y) the net present value calculation (including the applicable Calculation Rate used) and all related assumptions; and


 


(vii)           
such other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing
Standard.


 


If any related Outside Controlling
Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other
Serviced Loan(s), except for Excluded Mortgage Loans, are involved and a Control Termination Event does not exist), as applicable,
does not disapprove an Asset Status Report in writing within 10


 






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Business
Days of receiving such Asset Status Report, then the related Directing Holder shall be deemed to have approved such Asset Status
Report and the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided,
however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or
the terms of the applicable Loan Documents. If the related Directing Holder disapproves such Asset Status Report within 10 Business
Days of receipt (and, if the Controlling Class Representative is the related Directing Holder, a Control Termination Event does
not exist and such Asset Status Report does not relate to an Excluded Mortgage Loan) and the Special Servicer has not made the
affirmative determination contemplated below, the Special Servicer will revise such Asset Status Report and deliver to the Operating
Advisor (after the occurrence and during the continuance of a Control Termination Event), related Directing Holder (but, if the
Controlling Class Representative is the related Directing Holder, only prior to the occurrence and continuance of a Consultation
Termination Event and only if such Asset Status Report does not relate to an Excluded Mortgage Loan), the Certificate Administrator,
any related Serviced Companion Loan Holder(s) (in the case of a Serviced Loan Combination) and, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider a
new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval. The Special Servicer
shall revise such Asset Status Report as described above until the related Directing Holder (but, if the Controlling Class Representative
is the related Directing Holder, only if a Control Termination Event does not exist and only if an Excluded Mortgage Loan is not
involved) shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised
Asset Status Report or until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection
is not in the best interests of all the Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) (as
a collective whole as if such Certificateholders, and/or Serviced Companion Loan Holder(s), if applicable, constitute a single
lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate
Companion Loan)). The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and
implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of
this Section. If the related Directing Holder does not approve an Asset Status Report within 60 Business Days from the first submission
thereof, the Special Servicer shall take such action as directed by the related Directing Holder (but, if the Controlling Class
Representative is the related Directing Holder, only if a Control Termination Event does not exist and only if an Excluded Mortgage
Loan is not involved), provided such action does not violate the Servicing Standard. Notwithstanding the foregoing, if
the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests
of the Certificateholders and any related Serviced Companion Loan Holder(s), or if a failure to take any such action at such time
would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged
Property before the expiration of a 10 Business Day period if the Special Servicer reasonably determines in accordance with the
Servicing Standard that failure to take such actions before the expiration of a 10 Business Day period would materially and adversely
affect the interest of the Certificateholders and any related Serviced Companion Loan Holder(s) (if applicable) and the Special
Servicer has made a reasonable effort to contact the related Directing Holder (during the period that such Directing Holder has
approval rights). The foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard. To
the extent that the Special Servicer received notice of an Excluded Controlling


 






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Class
Mortgage Loan (in the form of Exhibit M-1C or M-1E), any Asset Status Report or Excluded Information delivered with
respect to an Excluded Controlling Class Mortgage Loan shall be labeled by the Special Servicer with “Excluded Information”
followed by the loan number and loan name.


 


After the occurrence and during
the continuance of a Control Termination Event, the Special Servicer shall consult on a non-binding basis with the Operating Advisor
in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Operating Advisor
shall propose, by written notice, alternative courses of action within 10 Business Days of receipt of each Asset Status Report
to the extent the Operating Advisor determines such alternatives to be in the best interest of the Certificateholders (including
any Certificateholders that were previously included in the Control Eligible Classes), as a collective whole as if such Certificateholders
constituted a single lender. In addition, after the occurrence and during the continuance of a Control Termination Event, but prior
to the occurrence and continuance of a Consultation Termination Event, the Special Servicer shall also consult on a non-binding
basis with the Controlling Class Representative in connection with each related Asset Status Report (other than any Asset Status
Report with respect to an Excluded Mortgage Loan) prior to finalizing and executing such Asset Status Report and the Controlling
Class Representative shall be permitted to propose alternative courses of action within 10 Business Days of receipt of each
Asset Status Report (other than any Asset Status Report with respect to an Excluded Mortgage Loan). Furthermore, with respect to
a Serviced Loan Combination, at all times if and to the extent so provided in the related Co-Lender Agreement, any related Serviced
Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) 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 within 10 Business Days
of receiving such Asset Status Report; provided that, in the case of a Serviced Outside Controlled Loan Combination, a related
Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) may be the related Outside Controlling
Note Holder. The Special Servicer shall consider any such proposals from (a) the Operating Advisor (during the continuance of a
Control Termination Event) (b) the Controlling Class Representative (during the continuance of a Control Termination Event but
prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Serviced Loan that is
not an Excluded Mortgage Loan) or (c) with respect to any Serviced Companion Loan, any related Serviced Pari Passu Companion Loan
Holder (or its Companion Loan Holder Representative) (if and when provided in the related Co-Lender Agreement), as applicable,
and determine whether any changes to its proposed Asset Status Report should be made, such determination being made in accordance
with the Servicing Standard and the other terms of this Agreement, but the Special Servicer will be under no obligation to revise
such Asset Status Report based on the input or comments of the Operating Advisor or (during the continuance of a Control Termination
Event) the Controlling Class Representative or, with respect to any Serviced Companion Loan and subject to the related Co-Lender
Agreement, any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative). In the event that
the Operating Advisor, the Controlling Class Representative, the related Serviced Companion Loan Holder (or its Companion Loan
Holder Representative), or the related Outside Controlling Note Holder, as applicable, does not propose alternative courses of
action within 10 Business Days after receipt of such Asset Status Report, the Special Servicer shall implement the Asset Status
Report as proposed by the Special Servicer.


 






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Notwithstanding anything to
the contrary herein: (i) after the occurrence and during the continuance of a Consultation Termination Event, the Controlling
Class Representative shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with
respect to any matter set forth therein; (ii) after the occurrence and during the continuance of a Control Termination Event,
the Controlling Class Representative shall have no right to consent or object to any Asset Status Report under this Section 3.21(b);
and (iii) from and after the Closing Date, the Controlling Class Representative shall have no right to receive any Asset Status
Report related to an Excluded Mortgage Loan or otherwise to consent or object thereto under this Section 3.21(b) or consult
with the Special Servicer with respect to any matter set forth therein.


 


(c)                Subject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special
Servicer shall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard
and the most recent Asset Status Report for the related Mortgage Loan.


 


(d)                Upon request of any Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate
Administrator with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified
in such request a copy of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling
Class Holder shall not be provided with any Final Asset Status Report (or copy thereof) with respect to any Excluded Controlling
Class Mortgage Loan with respect to which such Excluded Controlling Class Holder is a Borrower Party.


 


(e)                Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer shall deliver to the Operating
Advisor only each related Final Asset Status Report.


 


(f)                 Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the
Operating Advisor, any Serviced Companion Loan Holder, any Companion Loan Holder Representative or the related Directing Holder
that would require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require
or cause the Special Servicer to violate provisions of this Agreement, require or cause the Special Servicer to violate the terms
of any Mortgage Loan or Serviced Loan Combination, expose any Certificateholder or any party to this Agreement or their Affiliates,
officers, directors or agents to any claim, suit or liability, cause either Trust REMIC to fail to qualify as a REMIC or the Grantor
Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of any Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement. In addition, the Special Servicer is under no obligation to act
upon any recommendation of the Operating Advisor.


 


(g)               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 (for the purposes of this clause (g), “Applicable Laws”), the Special


 






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Servicer
may be required to obtain, verify, record and update certain information relating to individuals and entities which maintain a
business relationship with the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Special Servicer,
upon its reasonable request, from time to time such identifying information and documentation as may be readily available to such
party in order to enable the Special Servicer to comply with Applicable Laws; provided that the Special Servicer shall be responsible
for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.


 


Section 3.22     Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping. 


 


(a)               Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written
notice thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination),
the Operating Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance
of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and shall promptly deliver a copy
of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and
shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents
constituting the Mortgage File, but including copies thereof) and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special Servicer to enable it
to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced Loan became a Specially Serviced
Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan until the Special Servicer
has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer of the Servicing
File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related
Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master Servicer shall
forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall
send such notice to the related Mortgagor.


 


Upon determining that a Specially
Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master Servicer,
the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing
Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan)
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such
Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced
Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master
Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a


 






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Specially
Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to
make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit
all payments in respect of such Specially Serviced Loan directly to the Master Servicer.


 


(b)               In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included
within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are
in the possession of the Special Servicer) and copies of any additional related Serviced Loan information, including correspondence
with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)               Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall
maintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special
Servicer and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to
perform its duties under this Agreement to the extent such information is within the Master Servicer’s possession. Upon request,
the Special Servicer shall provide the Master Servicer and the Operating Advisor with any information reasonably required by the
Master Servicer or the Operating Advisor to perform its duties under this Agreement to the extent such information is within the
Special Servicer’s possession.


 


Section 3.23     Interest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account
in the Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest
Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance
Date occurring in January (except during a leap year) or February (commencing in 2017) (unless, in either such case, the related
Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit
into the Interest Reserve Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year and
the actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate on
the Stated Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month preceding
the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect
thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”).
On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of
each calendar year, the Certificate Administrator shall transfer to the Lower-Tier REMIC Distribution Account the aggregate of
all Withheld Amounts on deposit in the Interest Reserve Account.


 


Section 3.24     Modifications,
Waivers, Amendments and Other Actions. 


 


(a)                (i) With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent,
except with respect to a Master Servicer Decision), or (ii) with respect to Specially Serviced Loans, the Special Servicer,
in each case subject to any


 






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applicable
consultation rights of the Operating Advisor, any applicable consent and/or consultation rights of the related Directing Holder
(if any) and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of
any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term
of any Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would
not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to
qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes
or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax
on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set
forth in Code Section 860G(d), but not including the tax on “net income from foreclosure property” under Code
Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with respect to the determination
described in clause (B) of the immediately preceding sentence.


 


In addition, with respect to
Performing Serviced Loans, to the extent any modification, waiver, amendment, consent or other action (i) constitutes a Major Decision
or (ii) is not a Master Servicer Decision as defined in the last paragraph of this Section 3.24(a), the Master Servicer
(to the extent it is recommending approval) shall obtain the consent of the Special Servicer, and, in each case, to the extent
any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Servicer shall obtain the
consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling
Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination
Event does not exist), as applicable, in accordance with Section 6.09(a) of this Agreement. The Special Servicer shall also
obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved
and a Control Termination Event does not exist), as applicable, with respect to any modification, waiver, amendment, consent or
other action that constitutes a Major Decision with regard to any Specially Serviced Loan in accordance with Section 6.09(a)
of this Agreement.


 


No modification, waiver or amendment
of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each case, in a
manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted without
the prior written consent of the Special Servicer.


 


When the Special Servicer’s
consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing
Serviced Loan that the Master Servicer is recommending to be approved, the Master Servicer shall promptly provide the Special Servicer
with written notice of any request for such modification, waiver, amendment, consent or other action, accompanied by the Master
Servicer’s written recommendation and analysis and any and all information in the Master Servicer’s possession or reasonably
available to it that the Special Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request
in order to withhold or grant its consent, and in


 






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all
cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation
rights of the Operating Advisor, the consent and/or consultation rights of the related Directing Holder and/or the consultation
rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove such
modification, waiver, amendment, consent or other action. Subject to Section 3.09 of this Agreement, the Special Servicer
shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender
Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with
respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written
analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such
modification, waiver, amendment, consent or other action and, prior to the end of such 15 Business Day period or such longer period
if required by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable,
the Special Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s))
are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification,
waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation
with respect thereto. Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan
Combination is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage
Loan(s)) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the
case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer
the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information it may
reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related
Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any such request
for approval of modification, waiver, amendment, consent or other action that constitutes a Major Decision. In any such event,
if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business Day (or, with respect
to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) or 20th day, as
applicable, after receipt of the applicable recommendation and analysis and other requested information as set forth in the preceding
sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved by the related Directing
Holder, and if the Special Servicer does not respond to a request for approval within the required 15 Business Days (or, with
respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement) or 60 days
(with respect to an Acceptable Insurance Default), as applicable, the Master Servicer may deem its recommendation approved by
the Special Servicer.


 


With respect to any Performing
Serviced Loan, and subject to the rights of the Special Servicer and the related Directing Holder under Section 6.09 of
this Agreement, the Master Servicer, without the consent of the Special Servicer or the related Directing Holder, shall be responsible
to determine whether to consent to or approve any request by the related Mortgagor with respect to the following (each of the following,
a “Master Servicer Decision”):


 






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(A)        
approving routine leasing activity for customary leases of space for parking, office, retail, warehouse, industrial and/or
manufacturing purposes, including the granting of subordination and non-disturbance and attornment agreements and consenting to
modification, waiver, amendment, execution, termination or renewal of any lease that (1) do not involve a ground lease or lease
of an outparcel, (2) affect an area less than the lesser of (i) 20,000 square feet and (ii) 20% of the net rentable area of the
related Mortgaged Property, (3) does not involve a lease for a tenant or space specifically identified by name or space location
in the related Loan Documents as requiring the consent of the lender for the associated activity and (4) such transaction does
not relate to a Specially Serviced Loan;


 


(B)        
 subject to other restrictions in this Agreement regarding Principal Prepayments, waiving any provision of a Serviced Loan
requiring a specified number of days’ notice prior to a Principal Prepayment;


 


(C)         
approving defeasances subject to the terms of this Agreement, non-material modifications, consents or waivers (other than
modifications, consents or waivers specifically prohibited under this Section 3.24) in connection with a defeasance permitted
by the terms of this Agreement that do not materially and adversely impact the Trust, and subject to the conditions set forth in
Sections 3.09 and 3.24 of this Agreement including, if applicable, delivery of an Opinion of Counsel (which Opinion
of Counsel shall be at the expense of the related Mortgagor) to the effect that such modification, waiver or consent would not
cause either Trust REMIC to fail to qualify as a REMIC under the Code or result in a “prohibited transaction” under
the REMIC Provisions or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, other than
a modification, consent or waiver with respect to (i) a waiver of a Mortgage Loan event of default, (ii) a modification of the
type of defeasance collateral required under the related Loan Documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (iii) a modification that would permit a principal prepayment instead of
defeasance if the applicable Loan documents do not otherwise permit such Principal Prepayment;


 


(D)         
granting waivers of minor covenant defaults (other than financial covenants);


 


(E)          
as permitted under the related Loan Documents, payment from any escrow, reserve or letter of credit, except releases of
any escrows, reserve accounts or letters of credit held as performance escrows or reserves unless required pursuant to the specific
terms of the related Serviced Loan and for which there is no lender discretion;


 


(F)         
subject to the satisfaction of any conditions precedent set forth in the related Loan Documents, approving disbursements
of any holdback amounts in accordance with the related Loan Documents with respect to the Serviced Loans


 






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other
than the Specified Mortgage Loans; provided, that such disbursements are required pursuant to the specific terms of the related
Serviced Loan and for which there is no lender discretion (other than confirming the satisfaction of the other conditions to the
transaction set forth in the related Loan Documents that do not include any other approval);


 


(G)         
approving any immaterial waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that
such financial statements are delivered no less often than quarterly and within 60 days after the end of the calendar quarter;


 


(H)       
  approving consents with respect to non-material rights-of-way and non-material easements and consent to subordination of
the related Serviced Loan to such non-material rights-of-way or easements; provided, that the Master Servicer has determined in
accordance with the Servicing Standard that such right-of-way or easement does not materially interfere with the then-current use
of the related Mortgaged Property or the security intended to be provided by the related Mortgage and will not have a material
adverse effect on the value of such Mortgaged Property; and


 


(I)           any non-material modifications, waivers or amendments of a non-monetary term of an applicable Loan Document, including any
Co-Lender Agreement or intercreditor agreement, not provided for in clauses (A) through (H) above, which are necessary to cure
any ambiguities or to correct scrivener’s errors in the terms of the related Serviced Loan.


 


(b)              All modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent
with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate
Administrator, the Depositor, any related Serviced Companion Loan Holder, any related Outside Controlling Note Holder, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification,
waiver or amendment of any term of any Serviced Loan and the date thereof, and shall deliver a copy to the Trustee, any related
Serviced Companion Loan Holder (which, in the case of a Serviced Companion Loan that has been included in an Other Securitization
Trust, shall be deemed to be the related master servicer under the related Other Pooling and Servicing Agreement, unless the notifying
party has received written notice otherwise), any related Outside Controlling Note Holder, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and
during the continuance of a Control Termination Event) and an original to the Trustee or the Custodian of the recorded agreement
relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. For
the avoidance of doubt, the requirement with respect to the delivery of assumption or substitution agreements shall be governed
by Section 3.09.


 






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(c)                
Subject to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating
Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement
of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation.
The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement
or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)                
Promptly after any Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall
request from the Certificate Administrator the name of the current Controlling Class Representative and, if applicable, shall request
from the Master Servicer the name of the current related Serviced Companion Loan Holder. Upon receipt of the name of such current
Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative
that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Serviced Companion Loan
Holder from the Master Servicer, the Special Servicer shall notify the related Serviced Companion Loan Holder that the related
Serviced Loan Combination became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the
name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself
as such to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to
the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall
determine which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator,
and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders
of the Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer
at the expense of the Trust Fund.


 


(e)                 
[Reserved].


 


(f)                 
The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,
extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the
terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional
services performed in connection with such request and any related costs and expenses incurred by it; provided that the
charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(g)                
Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)                 
extend the Maturity Date of a Serviced Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or


 






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(ii)                
if the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is
20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground
lease, 10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally
by the related Mortgagor.


 


(h)                
In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of
the related Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the
power of eminent domain or condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as
applicable, to calculate (or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer,
as applicable) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of
the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of
the related Serviced Mortgage Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value
of personal property and going concern value, if any. In connection with approving any such release or taking, the Master Servicer
or Special Servicer, as applicable, shall calculate the loan-to-value ratio in a manner consistent with the prior sentence, and
if such calculation is greater than 125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal
in an amount equal to or greater than a "qualified amount" as determined under Revenue Procedure 2010-30 or successor
provisions unless the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan
will not fail to be a Qualified Mortgage.


 


(i)                  
If and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent
and/or consultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable
Outside Servicing Agreement, (a) such consent rights shall be exercised by the Master Servicer (if such Outside Serviced Mortgage
Loan is not part of a “specially serviced loan” (as such term or any analogous term is defined in the applicable Outside
Servicing Agreement) and only to the extent that the action would be considered a Master Servicer Decision and not a Major Decision)
or the Controlling Class Representative (if (1) such Outside Serviced Mortgage Loan is part of a “specially serviced loan”
(as such term or any analogous term is defined in the applicable Outside Servicing Agreement) or if the action would not be considered
a Master Servicer Decision and (2) no Control Termination Event has occurred and is continuing and such Outside Serviced Mortgage
Loan is not an Excluded Mortgage Loan), in each case in accordance with Section 3.01(i) and (b) any consultation rights
entitled to be exercised by the holders of such Outside Serviced Mortgage Loan shall be exercised by the Controlling Class Representative
(unless a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan).


 


Section 3.25     Additional Obligations With Respect to Certain Mortgage Loans.


 


(a)                
With respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess
of $35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special
Servicer, as applicable, to the extent permitted by the related Loan Documents, shall


 






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require
a Rating Agency Confirmation and shall condition its consent to such replacement on the Mortgagor paying for such Rating Agency
Confirmation.


 


(b)                
With respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly
secured by any equity interest of the related Mortgagor, the Master Servicer (if the related Mortgage Loan is a Performing Serviced
Loan) or the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), in each case subject to any applicable
consent and/or consultation rights of the Special Servicer, the Directing Holder and/or the Operating Advisor, as applicable, under
this Agreement if such action constitutes a Major Decision or is not a Master Servicer Decision, shall perform the obligations
of the Trust, as holder of the related Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.


 


Section 3.26     Certain Matters Relating to the Outside Serviced Mortgage Loans.


 


With respect to each Outside
Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside Servicer or the related Outside
Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing Agreement, the Master Servicer
and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee, the related Outside Servicer
or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness following request therefor
by a party to the applicable Outside Servicing Agreement.


 


Section 3.27     Additional Matters Regarding Advance Reimbursement.


 


(a)                
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account, the Master Servicer or the Trustee, at its own option and in its sole discretion, as applicable, instead of obtaining
reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a)(ii)(B) of this Agreement
immediately, may elect to defer reimbursement for some or all such portion of the Nonrecoverable Advance during the one-month Collection
Period ending on the then-current Determination Date, for successive one-month periods for a total not to exceed 12 months;
provided that any deferral in excess of 6 months shall be subject to the consent of the Controlling Class Representative
(or, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan Combination, the related Outside Controlling
Note Holder) (unless, if the Controlling Class Representative is the consenting party, a Control Termination Event has occurred
and is continuing, in which case the Controlling Class Representative must be consulted with unless a Consultation Termination
Event has occurred and is continuing). If the Master Servicer or the Trustee makes such an election in its sole discretion to defer
reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable
Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent Collection
Period (subject, again, to the same sole discretion option to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B) of this Agreement). In connection
with a


 






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potential
election by the Master Servicer or the Trustee to defer reimbursement of a particular Nonrecoverable Advance or portion thereof
during the one-month Collection Period ending on the related Determination Date for any Distribution Date, the Master Servicer
or the Trustee shall further be authorized to wait for principal collections to be received before making its determination of
whether to defer reimbursement of a particular Nonrecoverable Advance or portion thereof) until the end of such Collection
Period; provided, however, if, at any time the Master Servicer or the Trustee, as applicable, determines that the
reimbursement of a Nonrecoverable Advance during any Collection Period will exceed the full amount of the principal portion of
general collections deposited in the Collection Account for the related Distribution Date, then the Master Servicer or the Trustee,
as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, give the Rating Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable
Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer
or the Trustee, as applicable, determines in its sole discretion that waiting 15 days after such a notice could jeopardize the
Master Servicer’s or the Trustee’s, as applicable, ability to recover such Nonrecoverable Advances, (2) changed
circumstances or new or different information becomes known to the Master Servicer or the Trustee, as applicable, that could affect
or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable
Advance or the determination in clause (1) above, or (3) the Master Servicer has not timely received from the Trustee
information requested by the Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance;
provided that, if clause (1), (2) or (3) apply, the Master Servicer or the Trustee, as applicable, shall,
through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account
allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 12.13
of this Agreement, the Master Servicer or the Trustee, as applicable, shall have no liability for any loss, liability or expense
resulting from any notice provided to Rating Agencies contemplated by the immediately preceding sentence. Any election by the
Master Servicer or the Trustee to defer reimbursing itself for any Nonrecoverable Advance (together with interest thereon) or
portion thereof with respect to any Collection Period shall not be construed to impose on the other such party any obligation
to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election) with
respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master Servicer or
the Trustee to otherwise be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such
election by the Master Servicer or the Trustee shall not be construed to impose any duty on any other such party to make such
an election (or any entitlement in favor of any Certificateholder or any other Person to such an election). Any such election
by any such party to defer reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with
respect to any one or more Collection Periods shall not limit the accrual of interest on such Nonrecoverable Advance for the period
prior to the actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the Trustee or the other parties
to this Agreement will have any liability to one another or to any of the Certificateholders for any such election that such party
makes to defer or not to defer reimbursing itself as contemplated by this paragraph or for any losses, damages or other adverse
economic or other effects that may arise from such an election nor will such election constitute a violation of the Servicing
Standard


 






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or
any duty under this Agreement. The Master Servicer’s or the Trustee’s, as applicable, election, if any, to defer reimbursement
of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as
an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing
herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance if there are
principal collections then available in the Collection Account pursuant to Section 3.06 of this Agreement or to defer
reimbursement of a Nonrecoverable Advance for an aggregate period exceeding 12 months.


 


(b)                
If the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance
is required to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge
of the failure, to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business
Days, to make the Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 


Section 3.28     Serviced Companion Loan Intercreditor Matters.


 


(a)                
If, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage
Loan that relates to a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the
subsequent holder thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations
of the holder of the Note that represents the related Mortgage Loan under such Co-Lender Agreement. All portions of the related
Mortgage File and (to the extent provided under the related Loan Purchase Agreement) other documents pertaining to such Mortgage
Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity
as the holder of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution)
and (except for the actual Note) on behalf of the holder of the Note that represents the Serviced Companion Loan. Thereafter, such
Mortgage File shall be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed thereby
for the benefit thereof, on behalf of itself and the holder of the related Serviced Companion Loan as their interests appear under
the related Co-Lender Agreement. If the related Servicing File is not already in the possession of such party, it shall be delivered
to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Serviced Loan Combinations.


 


(b)                
With respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class
Representative hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Serviced
Companion Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Companion
Loan Holder or its Companion Loan Holder Representative or is exercisable in conjunction with any related Serviced Companion Loan
Holder, then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such
right or (ii) to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative,
as applicable, shall be required to exercise such right in conjunction with any related Serviced Companion Loan Holder or its Companion
Loan Holder Representative, as applicable. Additionally,


 






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notwithstanding
anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult with, seek the
approval of, or obtain the consent of the holder of any Serviced Companion Loan or its Companion Loan Holder Representative with
respect to any matters with respect to the servicing of such Serviced Companion Loan to the extent required under related Co-Lender
Agreement and shall not take such actions requiring consent of or consultation with the Serviced Companion Loan Holder or its
Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary,
the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Serviced Companion Loan Holder
or its Companion Loan Holder Representative (or the master servicer or special servicer for the related Other Securitization Trust
on behalf of the Serviced Companion Loan Holder) as required under the Co-Lender Agreement.


 


(c)                
With respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing
basis a statement setting forth, to the extent applicable to such Serviced Loan Combination:


 


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


 


(ii)               
the amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount
of Default Interest allocable to the related Serviced Loan Combination;


 


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


 


(iv)           
   the principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving
effect to the distribution of principal on the most recent Distribution Date; and


 


(v)               
the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


  


Not later than each Distribution
Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion Loan Holder (or the master servicer
or special servicer for the related Other Securitization Trust on its behalf) by electronic means (which may include posting such
information pursuant to the applicable CREFC® reports on the


 






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Master
Servicer’s website) and by such other means of delivery as required under the related Co-Lender Agreement.


 


(d)                
If any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and
Servicing Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the
related Other Asset Representations Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset
Representations Reviewer with any documents reasonably requested by the related Other Asset Representations Reviewer, but only
to the extent that (i) the Other Asset Representations Reviewer has not been able to obtain such documents from the related Mortgage
Loan Seller and (ii) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian,
as the case may be. For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Trustee or the Custodian
shall have other obligations with respect to any such Other PSA Asset Review nor shall any such party be bound by the results of
any such asset review.


 


Section 3.29     Appointment and Duties of the Operating Advisor.


 


(a)                
Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor.


 


(b)               
The Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in
respect of Specially Serviced Loans, consult with the Special Servicer and perform each other obligation of the Operating Advisor
as set forth in this Agreement solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders
(as a collective whole as if such Certificateholders (and, with respect to any Serviced Pari Passu Loan Combination, any related
Serviced Pari Passu Companion Loan Holder(s)) constituted a single lender), and not any particular Class of Certificateholders,
as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment, but without regard to any conflict
of interest arising from any relationship that the Operating Advisor or any of its Affiliates may have with any of the Mortgagors,
any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer,
the Directing Holder, or any of their respective Affiliates (the “Operating Advisor Standard”). The Operating
Advisor shall act solely as a contracting party to the extent set forth in this Agreement and shall not owe any fiduciary duty
to any party to this Agreement or any other Person in connection with this Agreement. The Operating Advisor’s duties shall
be limited to its specific obligations under this Agreement, and the Operating Advisor shall have no duty or liability to any particular
Class of Certificates or any Certificateholder. The Operating Advisor is not a servicer or a sub-servicer and will not be charged
with changing the outcome on any particular Specially Serviced Loan. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that there could be multiple strategies to resolve any Specially Serviced Loan and that the goal of the
Operating Advisor’s participation is to provide additional input relating to the Special Servicer’s compliance with
the Servicing Standard in making its determinations as to which strategy to execute. The Operating Advisor shall not owe any fiduciary
duty to the Master Servicer, the Special Servicer or any other Person in connection with this Agreement.


 






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(c)                
Prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor shall promptly review (i) all
information available to Privileged Persons on the Certificate Administrator’s Website with respect to the Special Servicer,
assets on the CREFC® Servicer Watch List and the applicable Specially Serviced Loans and (ii) each related
Final Asset Status Report.


 


(d)                
(i) After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review
the Special Servicer’s operational practices in light of the Servicing Standard and the requirements of this Agreement, with
respect to the resolution and/or liquidation of the applicable Specially Serviced Loan(s).


 


(ii)                
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.08
and Section 10.09 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor
pursuant to Section 10.10 of this Agreement, any Asset Status Report and other information (other than any communications
between the related Directing Holder or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable,
and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the
Operating Advisor shall (if any applicable Serviced Mortgage Loan(s) were Specially Serviced Loan(s) during, and a Control Termination
Event existed as of the end of, the prior calendar year) prepare and deliver to the Depositor, the Rule 17g-5 Information Provider
(who shall promptly post such Operating Advisor Annual Report on the Rule 17g-5 Information Provider’s Website), the Trustee
and the Certificate Administrator (who shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s
Website), within 120 days of the end of the prior calendar year an annual report (the “Operating Advisor Annual
Report”), substantially in the form of Exhibit R of this Agreement (which form may be modified or altered
as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions
of this Agreement; provided, that in no event shall the information or any other content included in the Operating Advisor
Annual Report contravene any provision of this Agreement) setting forth the Operating Advisor’s assessment of the Special
Servicer’s performance of its duties under this Agreement on a platform-level basis with respect to the resolution and/or
liquidation of such Specially Serviced Loan(s) during the prior calendar year. Subject to the restrictions in this Agreement,
including, without limitation, Section 3.29(b) of this Agreement, each such Operating Advisor Annual Report shall (A) identify
any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under
this Agreement with respect to the resolution or liquidation of the applicable Specially Serviced Loan(s), and (B) comply
with all of the confidentiality requirements applicable to the Operating Advisor described in this Agreement regarding Privileged
Information (subject to any permitted exceptions set forth in this Agreement). In the event a lack of access to Privileged Information
limits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall not be subject to any
liability arising from its lack of access to Privileged Information. Such Operating Advisor Annual Report shall be delivered to
the Trustee, the Certificate Administrator, the Rule 17g-5 Information Provider and the Depositor,


 






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and
the Certificate Administrator and the Rule 17g-5 Information Provider shall promptly, upon receipt, post such Operating Advisor
Annual Report on the Certificate Administrator’s Website and the Rule 17g-5 Information Provider’s Website, respectively;
provided, however, that the Operating Advisor shall deliver to the Special Servicer, the Controlling Class Representative
(if a Serviced Loan other than a Serviced Outside Controlled Loan Combination is addressed and a Consultation Termination Event
does not exist) and the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is addressed),
any annual report produced by the Operating Advisor at least ten (10) calendar days prior to its delivery to the Depositor, the
Trustee and the Certificate Administrator. The Operating Advisor may, but shall not be obligated to, revise the Operating Advisor
Annual Report based on any comments received from the Special Servicer or the Controlling Class Representative. No Operating Advisor
Annual Report shall be required from the Operating Advisor with respect to the Special Servicer if during the prior calendar year
no Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property. In addition,
in the event the Special Servicer is replaced during the prior calendar year, the Operating Advisor shall only be required to
prepare an Operating Advisor Annual Report relating to each entity that was acting as Special Servicer as of December 31 of the
prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report. Only as used
in connection with the Operating Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s
performance of its duties as they relate to the resolution and liquidation of Specially Serviced Loans, taking into account the
Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance
with the Servicing Standard, with reasonable consideration by the Operating Advisor of any annual compliance statement and any
assessment of compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09 of this
Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to Section 10.10 of this Agreement,
any Asset Status Report and other information (other than any communications between the related Directing Holder or any Serviced
Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged
Information) delivered to the Operating Advisor by the Special Servicer pursuant to this Agreement.


 


(e)                
Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer shall forward any Appraisal
Reduction Amount with respect to, and net present value calculations used in the Special Servicer’s determination of the
course of action to be taken in connection with the workout or liquidation of, a Specially Serviced Loan, to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but may not opine on, or otherwise
call into question such Appraisal Reduction Amount and/or net present value calculations; provided, however, if the
Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special
Servicer and the related Directing Holder (if the related Directing Holder is not a Borrower Party with respect to the related
Specially Serviced Loan) of such error.


 






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(f)                
After the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization
by the Special Servicer of any of the calculations with respect to an applicable Specially Serviced Loan related to (i) Appraisal
Reduction Amounts or (ii) net present value used in the Special Servicer’s determination of the course of action to
be taken in connection with the workout or liquidation of such Specially Serviced Loan, the Special Servicer shall forward such
calculations, together with any supporting material or additional information necessary in support thereof (including such additional
information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including
any Privileged Information), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing
such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


In connection with this Section
3.29, in the event the Operating Advisor does not agree with the mathematical calculations or the application of the non-discretionary
portions of the applicable formulas required to be utilized for such calculation, the Operating Advisor and the Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the applicable formulas in arriving at those mathematical calculations or any disagreement within five (5) Business
Days of delivery of such calculations to the Operating Advisor. In the event the Operating Advisor and Special Servicer are not
able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor
shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall determine which
calculation is to apply. In making such determination, the Certificate Administrator may hire an independent third-party to assist
with any such calculation at the expense of the Trust Fund.


 


(g)                
After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult (on a
non-binding basis) with the Operating Advisor in connection with any Major Decision with respect to a Serviced Mortgage Loan and
consider alternative actions recommended by the Operating Advisor, but only to the extent consultation with, or consent of, the
Controlling Class Representative would have been required prior to the occurrence and continuance of such Control Termination Event
with respect to such Serviced Mortgage Loan (without regard to whether such Mortgage Loan is an Excluded Mortgage Loan); provided
that the Operating Advisor may consult regarding a Serviced Outside Controlled Loan Combination only if and to the extent that
the holder of the related Split Mortgage Loan is granted consultation rights under the related Co-Lender Agreement.


 


(h)                
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports
or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or
not referenced in any Operating Advisor Annual Report and made


 






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by
Privileged Persons from time to time in accordance with the terms of Section 4.02(a) of this Agreement.


 


(i)                  
Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged
Information received from the Special Servicer, the related Directing Holder or any related Serviced Companion Loan Holder (or
its Companion Loan Holder Representative) in connection with the exercise of the rights of the related Directing Holder or such
related Serviced Companion Loan Holder under this Agreement (including, without limitation, in connection with the review and/or
approval of any Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information.


 


(j)                 
The Operating Advisor shall keep Privileged Information confidential and shall not disclose such Privileged Information
to any Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly
required by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged
Information or (2) pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor, solely
to the extent required in connection with its duties under this Agreement, will be permitted to share Privileged Information with
its Affiliates and any subcontractors of the Operating Advisor provided such Affiliates and subcontractors of the Operating Advisor
agree in writing prior to their receipt of such Privileged Information to be bound by the same confidentiality provisions applicable
to the Operating Advisor described in this Agreement and a copy of such agreement is provided to the parties hereto. Each party
to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information is
Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special
Servicer, any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) and, unless
a Consultation Termination Event has occurred and is continuing, the Controlling Class Representative other than pursuant to a
Privileged Information Exception.


 


(k)                
On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts
on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement. In addition, the Operating Advisor
Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has
consultation rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on
deposit in the Collection Account as provided in Section 3.06 of this Agreement, but with respect to the Operating
Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.
If the Operating Advisor has consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or
the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to
the extent not prohibited by the related Loan Documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial
waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any
enforcement action with respect to the


 






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collection
of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special
Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction.


 


(l)                  
In no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any
action.


 


Section 3.30     Rating Agency Confirmation.


 


(a)                
Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan
Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency
for such Rating Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted to the
Rule 17g-5 Information Provider’s Website, any Rating Agency has not granted such request, rejected such request or provided
a Rating Agency Declination, then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation
again, and (ii) if there is no response to such second Rating Agency Confirmation request from the applicable Rating Agency
within five (5) Business Days of such second request, whether in the form of granting or rejecting such Rating Agency Confirmation
request or providing a Rating Agency Declination, then: (x) with respect to any condition in any Loan Document or related
intercreditor agreement or Co-Lender Agreement requiring a Rating Agency Confirmation or any other matter under this Agreement
relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or (z) below), the Requesting Party
(or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to Performing Serviced Loans) or
the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable) shall determine (with the consent
of the related Directing Holder, unless, in the case of the Controlling Class Representative, a Control Termination Event has occurred
and is continuing (but in each case only in the case of actions that would otherwise be Major Decisions), which consent shall be
pursued by the Special Servicer and deemed given if the related Directing Holder does not respond within seven (7) Business
Days of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination), in accordance
with its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.30(b),
whether or not such action would be in accordance with the Servicing Standard, and if the Requesting Party (or, if the Requesting
Party is the related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) makes such determination, then
the requirement to obtain a Rating Agency Confirmation shall not apply; (y) with respect to a replacement of the Master Servicer
or the Special Servicer, such condition shall be considered satisfied if: (1) in the case that Moody’s is the non-responding
Rating Agency, (a) the applicable replacement master servicer or special servicer, as applicable, has confirmed in writing that
it was appointed to act as the master servicer or special servicer, as applicable, on a transaction level basis on the closing
date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more classes of securities and
one or more of such classes of securities are still outstanding and rated by Moody’s and (b) Moody’s has not cited
servicing concerns of the applicable replacement master servicer or special servicer, as applicable, as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in


 






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contemplation
of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced
by the applicable servicer prior to the time of determination; (2) the applicable replacement master servicer has a master
servicer rating of at least “CMS3” from Fitch or the applicable replacement special servicer has a special servicer
rating of at least “CSS3” from Fitch, if Fitch is the non-responding Rating Agency; and (3) KBRA has not cited servicing
concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of securities in any other commercial mortgage backed securitization transaction serviced by the applicable servicer
prior to the time of determination, if KBRA is the non-responding Rating Agency, as applicable; and (z) with respect to a replacement
or successor of the Operating Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency
so long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a
ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securities transaction with respect to
which the replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material reasonably necessary for the Rating Agency to process such
request, subject to Section 12.13. Such written Rating Agency Confirmation request shall be provided in electronic
format in accordance with Section 12.13(b) and the Master Servicer, Special Servicer, Certificate Administrator, Operating
Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance
with Section 12.13(b).


 


Promptly following the Requesting
Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special Servicer’s,
as applicable) determination to take any action discussed in this Section 3.30(a) without receiving any required Rating
Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall provide electronic
written notice in accordance with Section 12.13(b) of the action taken for the particular item at such time and the
Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required to send the Rating Agency
Confirmation request to the Rating Agencies in accordance with Section 12.13(b).


 


(b)                
For the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral
acceptable for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation
requirement in the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x)
by the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to Performing
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as


 






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applicable),
provided that the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties), as applicable, shall in any event review the other conditions required under the related Loan
Documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing
Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)                
For all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed
unless the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)                 With respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating
to the servicing and administration of any or all of the related Serviced Loans or any related 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 Master 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 Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the Master
Servicer and the Special Servicer on, and will be deemed satisfied or not to apply on, the same terms and conditions applicable
to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master 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 counterparts (i.e., the master servicer or special servicer, as applicable), the Rule 17g-5 Information Provider’s
counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the Master Servicer
or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense
of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format as the sender and
recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2) Business Days
before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 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 Rule 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.


 


(e)                 Each of the Master 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 Rule 17g-5 Information Provider’s counterpart for an Other Securitization
Trust, in each case to the extent known to it.


 






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Section 3.31     General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its
acceptance of its Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict
with those of Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests;
(iii) no Companion Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan Holder
shall have any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever
against any Companion Loan Holder or any director, officer, employee, agent or principal thereof for such Companion Loan Holder’s
having so acted in its own interests.


 


Section 3.32     Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as
is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan file to loandata@citi.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.32 shall not be separately posted as Excluded Information on the
Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section 3.32 shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 4.02. When so posted, the Excluded Controlling Class Holders shall
be prohibited from accessing Excluded Information with respect to any Excluded Controlling Class Mortgage Loans on the Certificate
Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case
such access shall only be prohibited with respect to the related Excluded Controlling Class Mortgage Loans). None of the Master
Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded
Information in accordance with this Section 3.32 until such party has received written notice with respect to the related
Excluded Controlling Class Mortgage Loan in the form of Exhibit M-1C to this Agreement. Nothing set forth in this Agreement
shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving, requesting or reviewing
any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative
or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate
Administrator’s Website, such Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower
Party with respect to the related Excluded Controlling Class Mortgage Loan shall be permitted to obtain (upon reasonable request)
such information in accordance with Section 4.02(e) of this Agreement.


 






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Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.


 


(a)                
 (i)  On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified
in the first paragraph of Section 4.06(a) of this Agreement. On each Master Servicer Remittance Date in March of any
calendar year, the Certificate Administrator shall withdraw from the Interest Reserve Account the related Withheld Amounts pursuant
to Section 3.23 of this Agreement, and shall deposit any such amounts in the Lower-Tier REMIC Distribution Account.
On each Distribution Date, the amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection
Account or as P&I Advances or Compensating Interest Payments or pursuant to the preceding two sentences shall be deemed distributed
on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and the last paragraph
of Section 4.01(c) of this Agreement. Thereafter, such amounts shall be considered to be held in the Upper-Tier REMIC Distribution
Account until distributed to the Certificateholders.


 


(ii)                
All distributions made in respect of interest on any Class of Regular Certificates (other than the Class X Certificates)
and any Class EC Regular Interest on each Distribution Date pursuant to Section 4.01(b),  Section 4.01(d)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made
in respect of interest on any Class of the Class X Certificates on each Distribution Date pursuant to Section 4.01(b),
Section 4.01(d) or Section 9.01, and allocable to any particular Component of such Class of Certificates
in accordance with the last paragraph of Section 4.01(b), shall be deemed to have first been distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions
made in respect of principal of any Class of Regular Certificates (other than the Class X Certificates) and any Class EC
Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding
Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions of reimbursements of Realized Losses
made in respect of any Class of Regular Certificates (other than the Class X Certificates) and any Class EC Regular Interest
on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01 shall
be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier
Regular Interest. For the avoidance of doubt, (i) payments of interest and principal, and reimbursements of Realized Losses,
on the Class A-S Certificates and the Class EC Component A-S of the Class EC Certificates under this Section 4.01
shall be deemed to have
been first distributed in respect of the Class LA-S Interest to the Upper-Tier REMIC in respect of the Class A-S Regular Interest,
(ii) payments of interest and principal, and reimbursements of Realized Losses, on the Class B Certificates and the Class EC Component
B of the Class EC Certificates under this Section 4.01 shall be deemed to 


 






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have
been first distributed in respect of the Class LB Interest to the Upper-Tier REMIC in respect of the Class B Regular Interest
and (iii) payments of interest and principal, and reimbursements of Realized Losses, on the Class C Certificates and the Class
EC Component C of the Class EC Certificates under this Section 4.01 shall be deemed to have been first distributed
in respect of the Class LC Interest to the Upper-Tier REMIC in respect of the Class C Regular Interest.


 


On each Distribution Date, the Class R Certificates
shall receive distributions of any amounts remaining in the Lower-Tier REMIC Distribution Account in respect of the Lower-Tier
Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests
in accordance with this Section 4.01(a)(ii) and the last paragraph of Section 4.01(c).


 


(b)              On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the
amounts on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of Realized
Losses, to the extent of Available Funds, and distribute such amounts to the Holders of each Class of Regular Certificates, to
the Holders of the Class R Certificates and to the Exchangeable Distribution Account in respect of the Class EC Regular Interests
in the amounts and in the order of priority set forth below:


 


(i)               
First, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,
Class X-A and Class X-B Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance
with, the respective Interest Distribution Amounts for those Classes;


 


(ii)             
Second, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB
Certificates in reduction of the respective Certificate Balances thereof in the following priority (prior to the Cross-Over Date):


 


(A)              to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the Class A-AB
Scheduled Principal Balance with respect to such Distribution Date;


 


(B)              
to the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclause (A) above, until the related Certificate Balance is reduced to zero;


 


(C)               to the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;


 






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(D)              to the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero;


 


(E)               
to the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (D) above, until the related Certificate Balance is reduced to zero; and


 


(F)               to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (E) above, until the related Certificate Balance is reduced to zero;


 


(iii)          
Third, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB
Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously
allocated to each such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the
related Realized Loss was allocated to such Class;


 


(iv)          
Fourth, to the Exchangeable Distribution Account with respect to the Class A-S Regular Interest, in respect
of interest, up to an amount equal to the Interest Distribution Amount of the Class A-S Regular Interest;


 


(v)           
Fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates
have been reduced to zero, to the Exchangeable Distribution Account with respect to the Class A-S Regular Interest, in reduction
of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less
the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of
the Class A-S Regular Interest is reduced to zero;


 


(vi)          
Sixth, to the Exchangeable Distribution Account with respect to the Class A-S Regular Interest, up to an amount
equal to the aggregate of unreimbursed Realized Losses previously allocated to the Class A-S Regular Interest, plus interest
thereon at the Pass-Through Rate for the Class A-S Regular Interest compounded monthly from the date the related Realized
Loss was allocated to the Class A-S Regular Interest;


 


(vii)          Seventh,
to the Exchangeable Distribution Account with respect to the Class B Regular Interest, in respect of interest, up to
an amount equal to the Interest Distribution Amount for the Class B Regular Interest;


 






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(viii)           Eighth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates
and the Class A-S Regular Interest have been reduced to zero, to the Exchangeable Distribution Account with respect to
the Class B Regular Interest, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,
until the Certificate Balance of the Class B Regular Interest is reduced to zero;


 


(ix)            
Ninth, to the Exchangeable Distribution Account with respect to the Class B Regular Interest, up to an amount
equal to the aggregate of unreimbursed Realized Losses previously allocated to the Class B Regular Interest, plus interest
thereon at the Pass-Through Rate for the Class B Regular Interest compounded monthly from the date the related Realized Loss
was allocated to the Class B Regular Interest;


 


(x)             
Tenth, to the Exchangeable Distribution Account with respect to the Class C Regular Interest, in respect of
interest, up to an amount equal to the Interest Distribution Amount for the Class C Regular Interest;


 


(xi)            
Eleventh, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates,
the Class A-S Regular Interest and the Class B Regular Interest have been reduced to zero, to the Exchangeable Distribution Account
with respect to the Class C Regular Interest, in reduction of the related Certificate Balance, up to an amount equal to the
Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Balance of the Class C Regular Interest is reduced to zero;


 


(xii)            Twelfth, to the Exchangeable Distribution Account with respect to the Class C Regular Interest, up to an amount
equal to the aggregate of unreimbursed Realized Losses previously allocated to the Class C Regular Interest, plus interest
thereon at the Pass-Through Rate for the Class C Regular Interest compounded monthly from the date the related Realized Loss
was allocated to the Class C Regular Interest;


 


(xiii)           Thirteenth, to the respective Holders of the Class D and Class X-D Certificates, in respect of interest, up
to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts of those Classes;


 


(xiv)          
Fourteenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates
and all of the Class EC Regular Interests have been reduced to zero, to the Holders of the Class D Certificates, in reduction
of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date less
the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


 


(xv)           
Fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus


 






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interest
thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such
Class;


 


(xvi)           Sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount of that Class;


 


(xvii)          Seventeenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class
D Certificates and all of the Class EC Regular Interests have been reduced to zero, to the Holders of the Class E Certificates,
in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate
Balance is reduced to zero;


 


(xviii)        Eighteenth, to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date the related Realized Loss was allocated to such Class;


 


(xix)          
Nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount of that Class;


 


(xx)           
Twentieth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class D
and Class E Certificates and all of the Class EC Regular Interests have been reduced to zero, to the Holders of the Class F
Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for
such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until
the related Certificate Balance is reduced to zero;


 


(xxi)          
Twenty-First, to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date the related Realized Loss was allocated to such Class;


 


(xxii)           Twenty-Second, to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount of that Class;


 


(xxiii)        Twenty-Third, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class
D, Class E and Class F Certificates and all of the Class EC Regular Interests have been reduced to zero, to the Holders of the
Class G Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,
until the related Certificate Balance is reduced to zero;


 


(xxiv)        Twenty-Fourth, to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such


 






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Class,
plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated
to such Class;


 


(xxv)          Twenty-Fifth, to the Holders of the Class H Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount of that Class;


 


(xxvi)        Twenty-Sixth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class
D, Class E, Class F and Class G Certificates and all of the Class EC Regular Interests have been reduced to zero, to the Holders
of the Class H Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,
until the related Certificate Balance is reduced to zero;


 


(xxvii)       Twenty-Seventh, to the Holders of the Class H Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date the related Realized Loss was allocated to such Class; and


 


(xxviii)     Last, to the Holders of the Class R Certificates in respect of the Upper-Tier REMIC Residual Interest, in the
amount of any remaining portion of the Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution
Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described
in clause (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal to the Principal
Distribution Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2, Class A-3, Class A-4
and Class A-AB Certificates, pro rata, based on their respective Certificate Balances, in reduction of their respective
Certificate Balances (and the schedule for the Class A-AB principal distributions shall be disregarded). Any remaining Available
Funds will then be allocated as provided in clauses (iii) through (xxviii) above.


 


All distributions of interest
made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to clause (b)(i) above or Section 4.01(d),
shall be deemed to have been made: (x) if there is only one Component of such Class, in respect of such Component; and (y) if there
are multiple Components of such Class, in respect of all such Components, pro rata in accordance with the respective amounts
of interest that would be payable on such Components on such Distribution Date based on one-twelfth of the Class X Strip Rate
of each such Component multiplied by its respective Component Notional Amount, reduced by its share of any Excess Prepayment Interest
Shortfall for such Distribution Date, together with any amounts thereof remaining unpaid from previous Distribution Dates.


 


(c)              
 (i)  On each Distribution Date, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent Yield
Maintenance Charges collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced
Mortgage Loan(s), that accompanied a Principal Prepayment included in the Available Funds for such Distribution Date) shall be
distributed by the Certificate Administrator to the Holders of the respective Classes of Certificates (excluding the Class X-D,
Class E, Class F, Class G, Class H


 






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and
Class R Certificates) as follows: (A) first such Yield Maintenance charge shall be allocated between (x) the
group (the “YM Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class X-A Certificates
and the Class A-S Regular Interest (and, correspondingly, the Class A-S and Class EC Certificates, pro rata based on their respective
percentage interests in the Class A-S Regular Interest) and (y) the group (the “YM Group B” and collectively
with the YM Group A, the “YM Groups”) of the Class X-B Certificates, the Class B Regular Interest (and, correspondingly,
the Class B and Class EC Certificates, pro rata based on their respective percentage interests in the Class B Regular Interest),
the Class C Regular Interest (and, correspondingly, the Class C and Class EC Certificates, pro rata based on their respective
percentage interests in the Class C Regular Interest) and the Class D Certificates, pro rata based on the aggregate amount
of principal distributed with respect to the Classes of Regular Certificates (other than the Class X Certificates) and Class EC
Regular Interest(s) in each YM Group on such Distribution Date, and (B) then the portion of such Yield Maintenance Charge
allocated to each YM Group shall be further allocated as among the Classes of Regular Certificates and the Class EC Regular Interest(s)
in such YM Group, in the following manner: (1) each Class of Regular Certificates (other than the Class X Certificates) and each
Class EC Regular Interest in such YM Group shall entitle the applicable Certificateholders to receive on the applicable Distribution
Date, on a pro rata basis according to entitlements, that portion of such Yield Maintenance Charge equal to the product
of (x) a fraction, the numerator of which is the amount distributed as principal to such Class of Regular Certificates or
Class EC Regular Interest on such Distribution Date, and the denominator of which is the total amount of principal distributed
to all of the Classes of Regular Certificates (other than the Class X Certificates) and Class EC Regular Interests in such YM
Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and such Class of Regular
Certificates or Class EC Regular Interest and (z) the amount of such Yield Maintenance Charge allocated to such YM Group;
and (2) the amount of such Yield Maintenance Charge allocated to such YM Group on any Distribution Date and remaining after such
distributions contemplated by the preceding sentence shall be distributed to the Class of Class X Certificates in such YM Group.
If there is more than one Class of Regular Certificates (exclusive of the Class X Certificates) and/or Class EC Regular Interest
in either YM Group entitled to distributions of principal on any particular Distribution Date on which Yield Maintenance Charges
are distributable to such Class(es) and/or Class EC Regular Interest(s), then the aggregate amount of such Yield Maintenance Charges
shall be allocated among all such Classes of Regular Certificates and/or Class EC Regular Interest(s) up to, and on a pro rata
basis in accordance with, their respective entitlements in those Yield Maintenance Charges in accordance with the second preceding
sentence.


 


On each Distribution Date, any
Yield Maintenance Charges distributed in respect of the Class A-S Regular Interest shall be further allocated between and distributed
on the Class A-S Certificates and the Class EC Component A-S (and correspondingly on the Class EC Certificates), pro rata
in proportion to the Class A-S Percentage Interest and Class A-S-Exchange Percentage Interest, respectively. On each Distribution
Date, any Yield Maintenance Charges distributed in respect of the Class B Regular Interest shall be further allocated between and
distributed on the Class B Certificates and the Class EC Component B (and correspondingly on the Class EC Certificates), pro
rata in proportion to the Class B Percentage Interest and Class B-Exchange Percentage Interest, respectively. On each Distribution
Date, any Yield Maintenance Charges distributed in respect of the Class C Regular Interest shall be further allocated between and
distributed on the Class C Certificates and the Class EC Component C


 






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(and
correspondingly on the Class EC Certificates), pro rata in proportion to the Class C Percentage Interest and Class C-Exchange
Percentage Interest, respectively.


 


Notwithstanding the foregoing
provisions of this Section 4.01(c), after the Distribution Date on which the Class X-A Notional Amount, the Class X-B Notional
Amount and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates
and the Class EC Regular Interests have been reduced to zero, all Yield Maintenance Charges collected with respect to the Mortgage
Loans will be distributed to the Holders of the Class X-B Certificates.


 


Any Yield Maintenance Charge
that is to be distributed to the Regular Certificates or Class EC Regular Interests on any Distribution Date shall be deemed distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests then receiving a principal distribution,
pro rata, based on the respective amounts of those principal distributions.


 


(d)                
On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess Liquidation Proceeds Reserve
Account and shall distribute such amounts in the following priority:


 


(i)                 
first, to the Holders of the Regular Certificates and to the Exchangeable Distribution Account with respect to the Class
EC Regular Interests (in the same order as distributions are made pursuant to Section 4.01(b) of this Agreement) up
to an amount equal to all amounts remaining due and payable on the Regular Certificates and Class EC Regular Interests, and any
Realized Loss allocable to such Certificates or Class EC Regular Interests, after application of the Available Funds for such
Distribution Date; and


 


(ii)           
    second, to the Holders of the Class R Certificates, in accordance with the last sentence of Section 3.05(c)
of this Agreement.


 


Amounts paid with respect to
the Mortgage Loans from the Excess Liquidation Proceeds Reserve Account pursuant to the preceding clause (i) shall first
be deemed to have been distributed to reimburse the Lower-Tier REMIC in respect of any Realized Losses or other shortfalls allocated
to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests in reimbursement of Realized Losses previously allocated
thereto and payment of other amounts due thereon.


 


(e)                
On each Distribution Date, following the deemed distributions of principal or in reimbursement of previously allocated Realized
Losses made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal
Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be reduced as a result
of Realized Losses to equal the Certificate Balance of its Corresponding Certificates that will be outstanding immediately following
such Distribution Date.


 


(f)                 
The Certificate Balance of each Class of Regular Certificates (other than the Class X Certificates) and each Class
EC Regular Interest will be reduced without distribution on any Distribution Date, as a write-off, to the extent of any Realized
Loss allocated to such Class of Certificates or Class EC Regular Interest on such Distribution Date. On each


 






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Distribution
Date, any Realized Loss for such Distribution Date will be allocated to the following Classes of Regular Certificates and Class
EC Regular Interests in the following order, until the Certificate Balance of each such Class of Certificates or Class EC Regular
Interest is reduced to zero: first, to the Class H Certificates; second, to the Class G Certificates;
third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D
Certificates; sixth, to the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class EC Component
C, pro rata based on their respective percentage interests therein); seventh, to the Class B Regular Interest (and
correspondingly, the Class B Certificates and the Class EC Component B, pro rata based on their respective percentage interests
therein); eighth, to the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class EC Component
A-S, pro rata based on their respective percentage interests therein); and, finally, pro rata to the (i) Class A-1
Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates
and (v) Class A-AB Certificates based on their respective Certificate Balances. Any amounts recovered in respect of
any amounts previously written off as Realized Losses will be distributed to the Classes of Certificates and Class EC Regular
Interests to which Realized Losses have been allocated in order of their seniority and shall be deemed to be distributed to the
Corresponding Lower-Tier Regular Interests (and any amounts so distributed on any Class EC Regular Interest shall be deemed to
be distributed on the Class of Class A-S, Class B or Class C Certificates corresponding to that Class EC Regular Interest and
the corresponding Class EC Component of the Class EC Certificates, pro rata based on their respective percentage interests in
such Class EC Regular Interest). Reimbursement of previously allocated Realized Losses will not constitute distributions of principal
for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Principal Balance Certificates
or Class EC Regular Interest in respect of which any such reimbursement is made. If and to the extent that any Nonrecoverable
Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage
Loans) and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage
Loan or REO Property, then (on the Distribution Date related to the Collection Period during which the recovery occurred) the
amount of such recovery will be added to the Certificate Balance(s) of the Class or Classes of Regular Certificates (other
than the Class X Certificates) and/or the Class EC Regular Interest(s) that previously were allocated Realized Losses, in the
same sequential order as distributions pursuant to Section 4.01(b) of this Agreement, in each case up to the lesser
of the unallocated portion of such recovery and the amount of the unreimbursed Realized Losses previously allocated to the subject
Class of Certificates or Class EC Regular Interest, and the Interest Shortfall with respect to each affected Class of Regular
Certificates or Class EC Regular Interest for the next Distribution Date will be increased by the amount of interest that would
have accrued through the then current Distribution Date if the restored write-down for such Class of Regular Certificates or Class
EC Regular Interest had never been written down (and, to the extent that the Certificate Balance of, and any interest payable
on, any Class of Regular Certificates or Class EC Regular Interest is so increased, an identical increase shall be deemed made
to the Lower-Tier Principal Balance of, and any interest payable on, the Corresponding Lower-Tier Regular Interest). If the Certificate
Balance of any Class of Regular Certificates (other than the Class X Certificates) or Class EC Regular Interest (or the Lower-Tier
Principal Balance of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed Realized Losses of such Class
of Certificates or Class EC Regular Interest (or such Lower-Tier Regular Interest, as the case may be) shall be decreased by such
amount.


 






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The Notional Amount of the Class
X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to reflect reductions of the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates and the Class A-S
Regular Interest and of the Lower-Tier Principal Balances of the Lower-Tier Regular Interests designated as the Class LA-1,
Class LA-2, Class LA-3, Class LA-4, Class LA-AB and Class LA-S Interests, in any event resulting from
allocations of Realized Losses. The Notional Amount of the Class X-B Certificates and the Component Notional Amount of the Class
X-B Component will be reduced to reflect reductions of the Certificate Balance of the Class B Regular Interest and of the
Lower-Tier Principal Balance of the Lower-Tier Regular Interest designated as the Class LB Interest, in any event resulting
from allocations of Realized Losses. The Notional Amount of the Class X-D Certificates and the Component Notional Amount of the
Class X-D Component will be reduced to reflect reductions of the Certificate Balance of the Class D Certificates and of the Lower-Tier
Principal Balance of the Lower-Tier Regular Interest designated as the Class LD Interest, in any event resulting from allocations
of Realized Losses.


 


(g)              
All amounts distributable, or reductions allocable on account of Realized Losses, to a Class of Certificates pursuant to
this Section 4.01 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 by the Certificate Administrator
on each Distribution Date other than the Termination 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 to accept such funds, if such Certificateholder has provided the
Certificate Administrator with written wiring instructions no less than five (5) Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by
check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency
of the final distribution. The Certificate Administrator shall be responsible for making all distributions on the Certificates
contemplated hereunder.


 


(h)               
Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate
Administrator shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect
to any Class of Certificates is expected to be made (or, if the Certificate Administrator has not received notice of such Anticipated
Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice), 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 will 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


 






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(ii)              
if such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or
on the Corresponding Lower-Tier Regular Interest, from and after such Distribution Date;


 


provided, however, that the Class R
Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


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 4.01(h) shall
not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation 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. Subject to applicable state
law with respect to escheatment of funds, if within two years after the second notice any such Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders
thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier
of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate
Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders.
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 4.01(h). Any funds not distributed on such Distribution Date shall be set aside and held uninvested
in trust for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid manner.


 


(i)                  
[Reserved].


 


(j)                 
The Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated among the various Classes
of Regular Certificates, the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class EC Component
A-S, pro rata based on their respective percentage interests therein), the Class B Regular Interest (and correspondingly,
the Class B Certificates and the Class EC Component B, pro rata based on their respective percentage interests therein)
and the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class EC Component C, pro rata based
on their respective percentage interests therein), pro rata, based upon the respective Interest Accrual Amounts with respect
to such Classes of Regular Certificates and Class EC Regular Interests for such Distribution Date. The portion of any Excess Prepayment
Interest Shortfall for any Distribution Date so allocable to a Class of Class X Certificates shall, in turn, be allocated
among the various Components of such Class of Class X Certificates, pro rata, based upon the


 






    	-289-



    	 



    

 


respective
amounts of Accrued Component Interest with respect to such Components for such Distribution Date. The portion of any Excess Prepayment
Interest Shortfall for any Distribution Date so allocated to any Class of Sequential Pay Certificates, any Class EC Regular Interest
or any Component of a Class of Class X Certificates shall be deemed to have first been allocated to the Corresponding Lower-Tier
Regular Interest for such Class of Regular Certificates, Class EC Regular Interest or Component, as applicable.


 


(k)             
Amounts distributed on the Class EC Regular Interests pursuant to Section 4.01(b) and Section 4.01(d)
shall be further distributed from the Exchangeable Distribution Account to the Holders of the Exchangeable Certificates as set
forth below:


 


(i)              
On each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-S Certificates and the Class EC Certificates in the following amounts
and in the following order of priority:


 


(A)              first, concurrently, to the Holders of the Class A-S Certificates in respect of interest, up to an amount equal
to the Class A-S Percentage Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under
Section 4.01(b)(iv) and Section 4.01(d)(i), and to the Holders of the Class EC Certificates in respect
of interest on Class EC Component A-S, up to an amount equal to the Class A-S-Exchange Percentage Interest of the amount distributed
in respect of interest on the Class A-S Regular Interest under Section 4.01(b)(iv) and Section 4.01(d)(i);


 


(B)               second, concurrently, to the Holders of the Class A-S Certificates in respect of principal, up to an amount equal
to the Class A-S Percentage Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under
Section 4.01(b)(v) and Section 4.01(d)(i), and to the Holders of the Class EC Certificates in respect
of principal on Class EC Component A-S, up to an amount equal to the Class A-S-Exchange Percentage Interest of the amount distributed
in respect of principal on the Class A-S Regular Interest under Section 4.01(b)(v) and Section 4.01(d)(i);
and


 


(C)              third, concurrently, to the Holders of the Class A-S Certificates in respect of unreimbursed Realized Losses, up
to an amount equal to the Class A-S Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on
the Class A-S Regular Interest under Section 4.01(b)(vi) and Section 4.01(d)(i), and to the Holders of
the Class EC Certificates in respect of unreimbursed Realized Losses on Class EC Component A-S, up to an amount equal to the Class
A-S-Exchange Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular
Interest under Section 4.01(b)(vi) and Section 4.01(d)(i).


 


(ii)               On each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed by


 






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the
Certificate Administrator to the Holders of the Class B Certificates and the Class EC Certificates in the following amounts and
in the following order of priority:


 


(A)              
first, concurrently, to the Holders of the Class B Certificates in respect of interest, up to an amount equal to
the Class B Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(b)(vii)
and Section 4.01(d)(i), and to the Holders of the Class EC Certificates in respect of interest on Class EC Component B,
up to an amount equal to the Class B-Exchange Percentage Interest of the amount distributed in respect of interest on the Class B
Regular Interest under Section 4.01(b)(vii) and Section 4.01(d)(i);


 


(B)              
second, concurrently, to the Holders of the Class B Certificates in respect of principal, up to an amount equal
to the Class B Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(b)(viii)
and Section 4.01(d)(i), and to the Holders of the Class EC Certificates in respect of principal on Class EC Component
B, up to an amount equal to the Class B-Exchange Percentage Interest of the amount distributed in respect of principal on the
Class B Regular Interest under Section 4.01(b)(viii) and Section 4.01(d)(i); and


 


(C)              
third, concurrently, to the Holders of the Class B Certificates in respect of unreimbursed Realized Losses, up to
an amount equal to the Class B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the
Class B Regular Interest under Section 4.01(b)(ix) and Section 4.01(d)(i), and to the Holders of the Class
EC Certificates in respect of unreimbursed Realized Losses on Class EC Component B, up to an amount equal to the Class B-Exchange
Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest
under Section 4.01(b)(ix) and Section 4.01(d)(i).


 


(iii)              On
each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class C Certificates and the Class EC Certificates in the following amounts
and in the following order of priority:


 


(A)              
first, concurrently, to the Holders of the Class C Certificates in respect of interest, up to an amount equal to
the Class C Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(b)(x)
and Section 4.01(d)(i), and to the Holders of the Class EC Certificates in respect of interest on Class EC Component
C, up to an amount equal to the Class C-Exchange Percentage Interest of the amount distributed in respect of interest on the Class C
Regular Interest under Section 4.01(b)(x) and Section 4.01(d)(i);


 


(B)              
second, concurrently, to the Holders of the Class C Certificates in respect of principal, up to an amount equal
to the Class C Percentage Interest of


 






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the
amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(b)(xi) and Section 4.01(d)(i),
and to the Holders of the Class EC Certificates in respect of principal on Class EC Component C, up to an amount equal to the
Class C-Exchange Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under
Section 4.01(b)(xi) and Section 4.01(d)(i); and


 


(C)              
third, concurrently, to the Holders of the Class C Certificates in respect of unreimbursed Realized Losses, up to
an amount equal to the Class C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the
Class C Regular Interest under Section 4.01(b)(xii) and Section 4.01(d)(i), and to the Holders of the
Class EC Certificates in respect of unreimbursed Realized Losses on Class EC Component C, up to an amount equal to the Class
C-Exchange Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular
Interest under Section 4.01(b)(xii) and Section 4.01(d)(i).


 


(iv)             The various amounts distributable on the Class EC Certificates on each Distribution Date under the foregoing subsections
of this Section 4.01(k) shall be so distributed in a single, aggregate distribution.


 


(l)                 The
various amounts distributable on the Class EC Certificates on each Distribution Date under Article IV in respect of amounts
allocated to any of the Class EC Components pursuant to the terms of this Agreement shall be so distributed in a single, aggregate
distribution to the Holders of the Class EC Certificates on such Distribution Date. In addition, the Class EC Certificates shall
be allocated the aggregate amount of Realized Losses, Prepayment Interest Shortfalls and other interest shortfalls (including
those resulting from Appraisal Reduction Events) that are allocated to the Class EC Components pursuant to the terms of this Agreement.


 


(m)            
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to any ARD Mortgage
Loans shall be distributed to the Holders of the Excess Interest Certificates from the Excess Interest Distribution Account.


 


Section 4.02     Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer. 


 


(a)               Based on loan-level information received from the Master Servicer and any other applicable Persons, on each Distribution
Date, the Certificate Administrator shall provide or make available a report, including reports in substantially the form attached
hereto as Exhibit D (the “Distribution Date Statement”), setting forth, among other things, the
following information:


 


(A)           
  the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates
and applied to reduce the respective Certificate Balance thereof;


 






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(B)           
the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable
to (A) Interest Distribution Amount, (B) Yield Maintenance Charges and (C) Excess Interest;


 


(C)           
the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)          
the aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination
Date, and the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with
respect to each Mortgage Loan as of the related Determination Date;


 


(E)        
   the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained
by or paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;


 


(F)         
  the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the
percentage of the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


 


(G)        
  the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the outstanding Mortgage Loans, at the close of business on the related Determination Date;


 


(H)       
  as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month,
(B) delinquent two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans
but are not delinquent or (F) as to which foreclosure proceedings have been commenced;


 


(I)          
  the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to
be subject to a bankruptcy proceeding;


 


(J)          
  with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect
to the Outside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal
balance of such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised
Value and date upon which the Appraisal was performed;


 


(K)       
  as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection
Period, the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any,


 






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received
thereon during the related Collection Period and the portion thereof included in the Available Funds for such Distribution Date;


 


(L)        
  with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund
as of the close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the
book value of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses)
and other amounts, if any, received on such REO Property during the related Collection Period and the portion thereof included
in the Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal
was performed;


 


(M)      
  with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed
of during the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and
other amounts, if any, received in respect of such REO Property during the related Collection Period, the portion thereof included
in the Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution
Date;


 


(N)          
the Interest Distribution Amount in respect of each Class of Regular Certificates and Class EC Regular Interest for such
Distribution Date;


 


(O)        
 any unpaid Interest Distribution Amount in respect of each Class of Regular Certificates and Class EC Regular Interest after
giving effect to the distributions made on such Distribution Date;


 


(P)         
  the Pass-Through Rate for each Class of Regular Certificates and Class EC Regular Interest for such Distribution Date;


 


(Q)       
  the original Certificate Balance or Notional Amount as of the Closing Date and the Certificate Balance or Notional Amount,
as the case may be, of each Class of Regular Certificates and Class EC Regular Interest immediately before and immediately after
such Distribution Date, separately identifying any reduction in the Certificate Balance or Notional Amount, as the case may be,
of each such Class of Regular Certificates and Class EC Regular Interest due to Realized Losses;


 


(R)       
   the Certificate Factor for each Class of Regular Certificates or Class EC Regular Interest immediately following such Distribution
Date;


 


(S)          
the Principal Distribution Amount for such Distribution Date;


 


(T)         
the aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any
Prepayment Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 






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(U)          
the aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the
Trust Fund during the related Collection Period, and any Realized Loss for such Distribution Date;


 


(V)          
any Appraisal Reduction Amounts on a loan-by-loan basis, and the total Appraisal Reduction Amounts, as of the related Determination
Date;


 


(W)        
identification of any material modification, extension or waiver of a Mortgage Loan;


 


(X)          
identification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(Y)          
the identity of the Operating Advisor;


 


(Z)          
the amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual
Property Royalty License Fee paid with respect to such Distribution Date;


 


(AA)     
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period;


 


(BB)      
 the identity of the Controlling Class;


 


(CC)      
 such additional information as contemplated by Exhibit D to this Agreement; and


 


(DD)     
the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust Fund
that were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Loan Purchase
Agreements.


 


In the case of information furnished pursuant to
subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per single Certificate of a specified minimum denomination. The form of any Distribution Date Statement
may change over time.


 


On each Distribution Date, the
Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a Class R
Certificate a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement setting
forth the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related Trust REMIC
on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent
that it provided substantially comparable information pursuant to any requirements of the Code as from time to time in force. Subject
to any potential liability for willful misconduct, bad faith or negligence under Sections 6.01, 6.03, 8.01
or 8.05, applicable, none of the Master Servicer, the Special Servicer, the


 






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Trustee
or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by or
on behalf of a Mortgagor (or a third party on its behalf), any Mortgage Loan Seller (including the information in the Prospectus)
another party to this Agreement or a party to an Outside Servicing Agreement that is included in any reports, statements, materials
or information prepared or provided by it.


 


The Certificate Administrator
shall make available each month via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of
item (vii) below, solely to Certificateholders and Certificate Owners, and provided that the Prospectus, Distribution
Date Statements, this Agreement, the Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively,
the “Public Documents”) will be available to the general public, and provided further that any
Privileged Person that is a Borrower Party shall only be entitled to access the Public Documents, except as otherwise provided
herein with respect to the Special Servicer, any Controlling Class Certificateholder and the Controlling Class Representative),
the following items:


 


(i)               
the following “deal documents”:


 


(A)          
the Prospectus;


 


(B)           this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)             
the following “Commission EDGAR filings”:


 


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


 


(iii)
       the following documents, which shall initially be made available under a tab or heading designated “periodic reports”:


 


(A)          
the Distribution Date Statements;


 


(B)        
  the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate Administrator
has received such report or file; and


 


(C)          
all Operating Advisor Annual Reports;


 


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


 






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(A)          
the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to
Section 3.21 of this Agreement;


 


(B)         
any inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator to Section 3.18 of this Agreement; and


 


(C)          
any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


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


 


(A)          
notice of any release based on an environmental release under this Agreement;


 


(B)          
notice of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)          
notice of final payment on the Certificates;


 


(D)         
all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice
to Certificateholders of the termination of the Master Servicer or the Special Servicer;


 


(E)           
notice of termination or resignation of the Master Servicer or the Special Servicer;


 


(F)          
notice of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the
successor Trustee or the successor Certificate Administrator, as applicable;


 


(G)        
 any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement
or the Asset Representations Reviewer pursuant to Section 11.05(b) of this Agreement;


 


(H)        
any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the
related report prepared by the Operating Advisor in connection with such recommendation;


 


(I)            
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance
of appointment by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;


 






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(J)            
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any
Final Asset Review Report received by the Certificate Administrator;


 


(K)          
any notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate
principal balance of all the Mortgage Loans;


 


(L)           
any and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support
its or the Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that
any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(M)         
notice of the termination of the Trust;


 


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


 


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


 


(P)           
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(Q)          
any assessments of compliance delivered to the Certificate Administrator;


 


(R)        
  any attestation reports delivered to the Certificate Administrator;


 


(S)         
  any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s
website pursuant to Section 5.07;


 


(T)          
any Proposed Course of Action Notice;


 


(vi)          
  the Investor Q&A Forum; and


 


(vii)           solely
to Certificateholders and Certificate Owners, the Investor Registry.


 


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


 


Notwithstanding any of the foregoing
to the contrary, if the Special Servicer acquires knowledge that it is a Borrower Party with respect to any Mortgage Loan or Serviced
Loan Combination, the Special Servicer shall nevertheless have access to the Certificate Administrator’s Website; provided,
that the Special Servicer (i) shall not, directly or indirectly,


 






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provide
any information related to any Excluded Special Servicer Mortgage Loan (which shall include, without limitation, any Excluded
Information related to such Excluded Special Servicer Mortgage Loan) to any Person or entity, including (A) any related Borrower
Party, (B) any employees or personnel of the Special Servicer or any Affiliate involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (C) to the extent known to the Special Servicer, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.
Notwithstanding any provision to the contrary herein, the Certificate Administrator shall not have any obligation to restrict
access by the Special Servicer or any Excluded Special Servicer to any information on the Certificate Administrator’s website
related to any Excluded Special Servicer Mortgage Loan.


 


Any Person that is a Borrower
Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative or a Controlling
Class Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an Investor Certification
substantially in the form of Exhibit M-1C and a notice in the form of Exhibit M-1E hereto certifying to the effect
that it is an Excluded Controlling Class Holder and upon delivery to the Certificate Administrator in physical form of an investor
certification substantially in the form of Exhibit M-1F, which shall include each of the CitiDirect Login User ID associated
with such Excluded Controlling Class Holder, all information (other than Excluded Information related to the Excluded Controlling
Class Mortgage Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such
access shall only be prohibited with respect to the Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower
Party)) available on the Certificate Administrator’s Website.


 


In the case of the Controlling
Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of
an investor certification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not an Excluded
Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall be entitled to access
all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating Advisor, Certificate
Administrator and Trustee may each rely on (i) an Investor Certification in the form of Exhibit M-1B hereto from the Controlling
Class Representative or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class
Holder with respect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor Certification in the form of Exhibit
M-1C hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person
is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Mortgage Loan(s). In the event the
Controlling Class Representative or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party
shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee in writing substantially in the form of Exhibit M-1E to the effect that such party is an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Mortgage Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of


 






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Exhibit
M-1F listing the CitiDirect Login User ID associated with such Excluded Controlling Class Holder and directing the Certificate
Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website
as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been
restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit
M-1C (which certification shall include, among other things, an acknowledgement and agreement by such Excluded Controlling
Class Holder that it is prohibited from accessing and reviewing (and it agrees not to access and review) any Excluded Information
with respect to any Excluded Controlling Class Mortgage Loans for which it is a Borrower Party) to access the information on the
Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access
any Excluded Information related to any Excluded Controlling Class Mortgage Loan(s) (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the Excluded Controlling
Class Mortgage Loan(s) for which such Person is a Borrower Party) made available on the Certificate Administrator’s Website.
Any Excluded Information relating to an Excluded Controlling Class Mortgage Loan that the Master Servicer, the Special Servicer
or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s
Website shall be delivered to the Certificate Administrator via email to loandata@citi.com in one or more separate files labeled
“Excluded Information” followed by the applicable loan name and loan number, and the Certificate Administrator shall
segregate on the Certificate Administrator’s Website such Excluded Information on a separate excluded loan tab on the Certificate
Administrator’s website (and, if possible at a later time, on a loan-by-loan basis). Notwithstanding anything herein to
the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall
be entitled to conclusively assume that the Controlling Class Representative and all Controlling Class Certificateholders are
not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor
or the Certificate Administrator, as applicable, has received notice from the Controlling Class Representative or a Controlling
Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Controlling Class Representative
or Controlling Class Certificateholder or disclosure of Excluded Information if the Master Servicer, the Special Servicer, the
Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage
Loan is an Excluded Controlling Class Mortgage Loan (including, in the case of an Asset Status Report or Final Asset Status Report
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and/or any failure to
label any such information provided to the Certificate Administrator).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any certification
delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in the
form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder. To the extent the
Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded
Information with respect to a related Excluded Controlling Class Mortgage Loan on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, such


 






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Controlling
Class Representative or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly
provide any information related to the Excluded Controlling Class Mortgage Loan to (A) any related Borrower Party, (B) any Excluded
Controlling Class Holder, (C) any employees or personnel of such Controlling Class Representative or Controlling Class Certificateholder,
(D) any Affiliate involved in the management of any investment in any related Borrower Party or the related Mortgaged Property
or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party,
and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the
obligations described in clause (i) above.


 


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and
assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed
by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate
Administrator’s internet website, the Certificate Administrator may require registration and acceptance of a disclaimer and
may require a recipient of any of the information set forth above (other than the Public Documents) to execute a confidentiality
agreement (which may be in the form of a web page “click-through”). The Certificate Administrator shall not be liable
for the dissemination of information in accordance with this Agreement. Notwithstanding anything herein to the contrary, the Certificate
Administrator shall not be liable for any disclosure of Excluded Information relating to an Excluded Controlling Class Mortgage
Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate
Administrator for posting to the Certificate Administrator’s Website and not properly identified as relating to an Excluded
Controlling Class Mortgage Loan.


 


The Certificate Administrator
shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s website of
any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement
if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.


 


The Certificate Administrator
shall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer
service desk at telephone number 1-888-422-2066.


 


The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and each of the Serviced
Companion Loan Holders shall have received notice of such alternative means (which notice may be given via the Certificate Administrator’s
Website).


 


Any Person that is a Mortgagor,
a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to access only
the Prospectus, Distribution Date Statements, this Agreement, the Loan Purchase Agreements and the Commission EDGAR filings on
the Certificate Administrator’s Website which are being made


 






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available
to the general public. The provisions in this Section shall not limit the Master Servicer’s ability to make accessible
certain information regarding the Mortgage Loans at a website maintained by the Master Servicer.


 


Within a reasonable period of
time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the
calendar year was a Holder of a Certificate and requests in writing, a statement containing the information as to the applicable
Class set forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above, aggregated for such
calendar year or applicable portion thereof 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 Certificate Owner reasonably requests,
to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator
shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Certificate
Administrator pursuant to any requirements of the Code as from time to time are in force.


 


The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum” shall
be a service available on the Certificate Administrator’s Website, where Certificateholders and Certificate Owners that are
Privileged Persons may submit questions to (a) the Certificate Administrator relating to the Distribution Date Statements, (b) the
Master Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made
available pursuant to this Section 4.02(a), the Mortgage Loans (excluding the Outside Serviced Mortgage Loans) or the
related Mortgaged Properties or (c) the Operating Advisor relating to the Operating Advisor Annual Reports or other reports
prepared by the Operating Advisor or actions by the Special Servicer referenced in such reports (collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Operating Advisor, the Master Servicer or the Special Servicer, as applicable, the
Certificate Administrator shall forward the Inquiry to the appropriate Person and, in the case of an inquiry relating to an Outside
Serviced Mortgage Loan, to the applicable party under the related Outside Servicing Agreement, in each case within a commercially
reasonable period following receipt thereof.


 


Within a commercially reasonable
time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special
Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply
of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator. In the case
of an Inquiry relating to an Outside Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain
an answer from the related Outside Servicer or the related Outside Special Servicer, as applicable; provided that the Certificate
Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate
Administrator shall post (within a commercially reasonable period 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 Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) any
Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of
the Trust and/or


 






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the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, this Agreement (including requirements
in respect of non-disclosure of Privileged Information) or the applicable Loan Documents, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the
Operating Advisor, the Master Servicer or the Special Servicer, as applicable, (v) answering any Inquiry would require the
disclosure of Privileged Information (subject to the Privileged Information Exception) or (vi) answering any Inquiry is otherwise,
for any reason, not advisable, then it shall not be required to answer such Inquiry and, in the case of the Operating Advisor,
the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator of such determination. In addition,
no party shall post or otherwise disclose any direct communications with the Directing Holder as part of its response to any Inquiries.
The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered.
The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer
thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The
Investor Q&A Forum will not reflect questions, answers and other communications which are not submitted via the Certificate
Administrator’s Website. 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 Underwriters, the Initial Purchasers or any of their respective
Affiliates. None of the Underwriters, Initial Purchasers, Depositor, any of their respective affiliates or any other person will
certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person will have any responsibility
or liability for the content of any such information. No party to this Agreement shall disclose Privileged Information in the
Investor Q&A Forum.


 


The Certificate Administrator
shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person, the Investor Registry. The
“Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website,
where Certificateholders and Certificate Owners can register and thereafter obtain information with respect to any other Certificateholder
or Certificate Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that
(a) it is a Certificateholder or a Certificate Owner and (b) it grants authorization to the Certificate Administrator
to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification
to other registered Certificateholders and registered Certificate Owners. Such Person shall then be asked to enter certain mandatory
fields such as the individual’s name, the company name and e-mail address, as well as certain optional fields such as address,
phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator
that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate
Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying
or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any
information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor
Registry.


 


Notwithstanding the foregoing,
in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer or the Certificate
Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports,


  



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inspection
reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required). If the Master
Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require
the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


Upon filing with the IRS, the
Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust REMIC
and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from time
to time such information and computations with respect to the entries on such forms as any Holder of the Class R Certificates may
reasonably request.


 


The specification of information
to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement requiring or
calling for delivery or reporting of information by the Certificate Administrator to Certificateholders and Certificate Owners) shall
not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby authorized to furnish, to any
Privileged Person any other information (such other information, collectively, “Additional Information”) with
respect to the Mortgage Loans or Serviced Loan Combination, the Mortgaged Properties or the Trust Fund as may be provided to it
by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time
to time, provided that (A) while there exists any Servicer Termination Event, any such Additional Information shall
only be furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below or to the
extent such information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled
to indicate the source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer it
deems appropriate in its sole discretion (together with any warnings as to the confidential nature and/or the uses of such information
as it may, in its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged Person
of the availability of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate
Administrator shall be entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket
expenses incurred in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and
(E) the Certificate Administrator shall be entitled to distribute or make available such Additional Information in accordance
with such reasonable rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement
that provides such information shall be used solely for purposes of evaluating the investment characteristics or valuation of the
Certificates be executed by the recipient, if and to the extent the Certificate Administrator deems the same to be necessary or
appropriate). Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish
or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any
liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator
shall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any such
Additional Information, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any
consent, direction or request given to it pursuant to this Section be made in writing.


 






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The Depositor hereby authorizes
the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg, L.P., Trepp, LLC, Intex
Solutions, Inc., BlackRock Financial Management, Inc., Markit Group Limited or such other vendor chosen by the Depositor that submits
to the Certificate Administrator a certification in the form of Exhibit M-3 to this Agreement, all the Distribution Date
Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 4.02(a)
to Privileged Persons.


 


(b)          No later than the Business
Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b), the Master Servicer shall
deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor, the Special Servicer and any master servicer
of a securitization of a Companion Loan in electronic form mutually acceptable to the Certificate Administrator, the Operating
Advisor, the Special Servicer and the Master Servicer the following reports or information (and any other files as may be, or have
been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from
time to time): (1) a CREFC® REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio
Review Guidelines, (5) the CREFC® Financial File, (6) the CREFC® Property File, (7) except for the
first two Distribution Dates, the CREFC® Comparative Financial Status Report, (8) the CREFC® Loan
Level Reserve/LOC Report, (9) the CREFC® Advance Recovery Report and (10) the CREFC® Delinquent Loan
Status Report.


 


No later than the Business Day
prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report for
each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation of such report
for each of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver and
does deliver, or otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date;
(b) each of the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s
possession); and (c) the “base year” (representing the original analysis of information used as of the Cut-Off Date).


 


No later than 2:00 p.m., New
York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor a CREFC® Loan Periodic Update File setting forth certain information with
respect to the Mortgage Loans and Mortgaged Properties.


 


The Master Servicer shall prepare
the initial CREFC® Financial File and the initial CREFC® Loan Periodic Update File based on the initial
data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the respective Loan Purchase Agreements
and the Supplemental Servicer Schedule.


 


The Master Servicer shall provide
to the Certificate Administrator and the Operating Advisor the CREFC® Loan Setup File within 60 days of the first
Distribution Date hereunder to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets


 



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(with the data
fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC® Loan Setup File.


 


In addition, the Master Servicer
(with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties),
as applicable, shall prepare the following with respect to each Mortgaged Property and REO Property, in each case other than with
respect to any Outside Serviced Mortgage Loan:


 


(i)          Within 30
days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect to the quarter
ending September 30, 2016, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor
is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information)
for such Mortgaged Property or REO Property as of the end of such calendar quarter; provided, however, that any analysis
or report with respect to the first calendar quarter of each year shall not be required to the extent provided in the then current
applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide
that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property
unless such Mortgaged Property is analyzed on a trailing 12-month basis, or if the related Serviced Mortgage Loan is on the CREFC®
Servicer Watch List). The Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially
Serviced Loans and REO Properties), as applicable, shall deliver to the Certificate Administrator, the Operating Advisor and each
related Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on
its behalf) by electronic means the CREFC® Operating Statement Analysis Report upon request; and


 


(ii)         Within
30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master Servicer
(with respect to Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect to the calendar
year ending December 31, 2016, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is
required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information),
presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used
by the Master Servicer in preparing the CREFC® Comparative Financial Status Report above. The Special Servicer or
the Master Servicer shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion Loan
Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic means
the CREFC® NOI Adjustment Worksheet upon request. Notwithstanding anything to the contrary contained herein, with
respect to any Mortgage Loan related to any Significant Obligor, the Master Servicer shall be required to complete any CREFC files,
reports and/or templates necessary in order to comply with the Master Servicer’s obligations under Section 10.11 of
this Agreement and the Exchange Act filing obligations of the Depositor and/or any Other Depositor, as applicable, with respect
to such Significant Obligor.


 



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The Certificate Administrator
shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement), to each Certificateholder, to each party
hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator with
an Investor Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC® NOI
Adjustment Worksheet most recently performed by the Master Servicer with respect to any Mortgage Loan or Serviced Loan Combination
and delivered to the Certificate Administrator.


 


Upon request (and in any event,
not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to the Collection
Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special servicer for the
related Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider a statement, setting forth the status of the Collection Account and each Loan Combination Custodial Account as of the
close of business on such Master Servicer Remittance Date, stating that all remittances to the Certificate Administrator required
by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required remittance that has not
been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period from the preceding Master
Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer
Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and each Loan Combination Custodial
Account for each category of deposit specified in Section 3.05(a) of this Agreement and each category of withdrawal specified
in Section 3.06 of this Agreement. The Master Servicer shall also deliver to the Certificate Administrator and (solely as
to a Serviced Loan Combination) the related Serviced Companion Loan Holder, upon reasonable request of the Certificate Administrator
or any Serviced Companion Loan Holder, any and all additional information relating to the Mortgage Loans or Serviced Loan Combinations
in the possession of the Master Servicer (which information shall be based upon reports delivered to the Master Servicer by the
Special Servicer with respect to Specially Serviced Loans and REO Properties).


 


Further, the Master Servicer
shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master
Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform
its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The obligation of the Master
Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer having
received from the Special Servicer in a timely manner the related reports and information in the possession of the Special Servicer
necessary or required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not be responsible
for the accuracy or content of any report, document or information furnished by the Special Servicer to the Master Servicer pursuant
to this Agreement and accepted by the Master Servicer in good faith pursuant to this Agreement.


 



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The obligation of the Special
Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer having
received from the Master Servicer in a timely manner the related reports and information in the possession of the Master Servicer
necessary or required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not be responsible
for the accuracy or content of any report, document or information furnished by the Master Servicer to the Special Servicer pursuant
to this Agreement and accepted by the Special Servicer in good faith pursuant to this Agreement.


 


With respect to an Outside Serviced
Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons
as described above in this Section 4.02(b) and according to the same time frames as described above in this Section 4.02(b),
with reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer
under the applicable Outside Servicing Agreement.


 


(c)          Not later than 5:00 p.m.
New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer, for each Specially Serviced
Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a CREFC® Special
Servicer Loan File. The Special Servicer shall also deliver to the Certificate Administrator, upon the reasonable written request
of the Certificate Administrator, any and all additional information in the possession of the Special Servicer relating to the
Specially Serviced Loans and the REO Properties (other than an REO Property related to an Outside Serviced Mortgage Loan).


 


The Special Servicer shall cooperate
with the Master Servicer and provide the Master Servicer with the information in the possession of the Special Servicer reasonably
requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform its obligations under
this Agreement with respect to the Specially Serviced Loans and REO Properties (other than an REO Property related to an Outside
Serviced Mortgage Loan).


 


The Master Servicer may make
available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement. The
Master Servicer may make information concerning the Mortgage Loans or Serviced Loan Combination available on any website that it
has established.


 


With respect to an Outside Serviced
Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described information to the extent received
from the related Outside Servicer or the related Outside Special Servicer, as applicable, to the same Persons as described above
in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c), with reasonable
promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under the related
Outside Servicing Agreement.


 


Upon the reasonable request of
(i) any Certificateholder or Certificate Owner that has delivered an appropriate Investor Certification or (ii) any other Privileged
Person so identified by a Certificate Owner or an Underwriter, the Master Servicer shall provide (or forward electronically) at
the expense of such Privileged Person, Certificateholder or Certificate


 



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Owner, as applicable, copies of any appraisals, operating
statements, rent rolls and financial statements obtained by the Master Servicer; provided that in no event shall an Excluded Controlling
Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which
it is a Borrower Party; and provided, further, that no Certificateholders or Certificate Owners shall be given access to or be
provided copies of, any Mortgage Files or Diligence Files. In connection with such request, the Master Servicer may require (1)
a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer, generally to the effect that (a) such Person will keep such information confidential and will use such information only
for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or Certificate Owner
may have under this Agreement and (b) if the requesting party is neither a Certificateholder nor a Certificate Owner, such Person
is Privileged Person, and (2) payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of such
reports or information (which amounts in any event are not reimbursable as Additional Trust Fund Expenses), except that, other
than for extraordinary or duplicate requests, the Directing Holder (but, in the case of the Controlling Class Representative, only
if a Consultation Termination Event does not exist) will be entitled to reports and information free of charge. For the avoidance
of doubt, the Master Servicer shall not make any Asset Status Reports or Final Asset Status Reports available to any Certificateholders
or Certificate Owners on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final
Asset Status Report to the Certificate Administrator (provided that the Special Servicer shall provide a summary of each
Final Asset Status Report to the Certificate Administrator pursuant to Section 3.21(b)).


 


(d)          The Master Servicer shall
withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the Collection Account.


 


(e)          Upon the reasonable request
of the Controlling Class Representative or any Controlling Class Certificateholder that, in either case, is an Excluded Controlling
Class Holder with respect to any Excluded Controlling Class Mortgage Loan identified to the Master Servicer’s (in the case
of a Performing Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable satisfaction
(at the expense of the Controlling Class Representative or such Controlling Class Certificateholder) and if such information is
in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer,
shall provide or make available (or forward electronically) to the Controlling Class Representative or such Controlling Class Certificateholder,
as applicable, (at the expense of the Controlling Class Representative or such Controlling Class Certificateholder, as applicable)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, is an Excluded
Controlling Class Holder with respect to another Excluded Controlling Class Mortgage Loan) relating to any Excluded Controlling
Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling Class Certificateholder, as
applicable, is not a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer may
require a written confirmation executed by the requesting Person substantially in


 



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such form as may be reasonably acceptable to
the Master Servicer or Special Servicer, generally to the effect that such Person is the Controlling Class Representative or a
Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the
Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled
to conclusively rely on delivery from the Controlling Class Representative or a Controlling Class Certificateholder, as applicable,
of an Investor Certification substantially in the form of Exhibit M-1C that such Controlling Class Representative or Controlling
Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance
of doubt, the Special Servicer referenced in this Section 4.02(e) shall include any applicable Excluded Mortgage Loan Special
Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03     Compliance
With Withholding Requirements.


 


(a)          Notwithstanding any other
provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements with respect to payments to
Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for any such withholding. In the event the Paying Agent or its agent withholds
any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder. Any amount so withheld shall be treated
as having been distributed to such Certificateholder for all purposes of this Agreement.


 


(b)          Each Certificate 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 Certificate 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 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


 



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agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA
after the date of this Agreement.


 


Section 4.04     REMIC Compliance.


 


(a)          The parties intend that
each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to qualify it as, a “real
estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and the provisions hereof
shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate Administrator shall, to
the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each Trust REMIC and shall on
behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee shall timely execute) and
file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar year as the taxable year
for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state or local income tax laws;
(ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for its first taxable year ending
December 31, 2016, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be prepared and forwarded, to
the Certificateholders (other than the Holders of any Excess Interest Certificates) and the IRS and applicable state and local
tax authorities all information reports as and when required to be provided to them in accordance with the REMIC Provisions of
the Code; (iv) if the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through
(iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each Trust REMIC
as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and signed and filed
or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable provisions
of state and local law; (v) obtain a taxpayer identification number for the Upper-Tier REMIC and Lower-Tier REMIC on IRS Form SS-4,
and, within thirty days of the Closing Date, 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 Person that the holders of the Certificates may contact for tax information
relating thereto (and the Certificate Administrator shall act as the representative of each Trust REMIC for this purpose), together
with such additional information as may be required by such IRS Form, and shall update such information at the time or times and
in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any information
reasonably requested by the Master Servicer or the Certificate Administrator and necessary to make such filing); and (vi) maintain
such records relating to each Trust REMIC as may be necessary to prepare the foregoing returns, schedules, statements or information,
such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual basis.


 


The Holder of the largest Percentage
Interest in the Class R Certificates shall be the tax matters person of each Trust REMIC pursuant to Treasury Regulations Section
1.860F-4(d). If more than one Holder should hold an equal Percentage Interest in the Class R Certificates larger than that held
by any other Holder, the first such Holder to have acquired such Class R Certificates shall be such tax matters person. The Certificate
Administrator shall act as attorney-in-fact and agent for the tax matters person of each Trust REMIC, and each Holder of a Percentage
Interest in the Class R Certificates, by acceptance


 



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thereof, is deemed to have consented to the Certificate Administrator’s
appointment in such capacity and agrees to execute any documents required to give effect thereto, and any fees and expenses incurred
by the Certificate Administrator in connection with any audit or administrative or judicial proceeding shall be paid by the Trust
Fund. 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 agent for any tax matters
person or other representative of each Trust REMIC that can be designated under the Code.


 


The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties
if, in taking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may
be) would cause the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC (other than a tax
on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding any provision
of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take
any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement,
nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized
by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability with respect
to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate Administrator to comply with
any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated by clauses (i) through
(iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not allow the occurrence of any “prohibited
transactions” within the meaning of Code Section 860F(a), unless the party seeking such action shall have delivered to the
Certificate Administrator an Opinion of Counsel (at such party’s expense) that such occurrence would not (a) result in a
taxable gain, (b) otherwise subject a Trust REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income
from foreclosure property), or (c) cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes; (ii)
not allow a Trust REMIC to receive income from the performance of services or from assets not permitted under the REMIC Provisions
to be held by such Trust REMIC (provided, however, that the receipt of any income expressly permitted or contemplated
by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit the creation of any “interests,”
within the meaning of the REMIC Provisions, in the Upper-Tier REMIC other than the Regular Certificates, the Class A-S Regular
Interest, the Class B Regular Interest, the Class C Regular Interest and the Upper-Tier REMIC Residual Interest, or in the Lower-Tier
REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest. None of the Trustee, the Master Servicer,
the Special Servicer or the Depositor shall be responsible or liable for any failure by the Certificate Administrator to comply
with the provisions of this Section 4.04. The Depositor, the Master Servicer and the Special Servicer shall cooperate in
a timely manner with the Certificate


 



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Administrator in supplying any information within the Depositor’s, the Master Servicer’s
or the Special Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate
Administrator to perform its duties under this Section 4.04.


 


(b)          The following assumptions
are to be used for purposes of determining the anticipated payments of principal and interest for calculating the original yield
to maturity and original issue discount with respect to the Regular Certificates, the Class A-S Regular Interest, the Class B Regular
Interest and the Class C Regular Interest: (i) each Mortgage Loan will pay principal and interest in accordance with its terms
and scheduled payments will be timely received on their Due Dates, provided that the Mortgage Loans in the aggregate will
prepay in accordance with the Prepayment Assumption; (ii) none of the Master Servicer, the Special Servicer, the Depositor and
the Class R Certificateholder will exercise the right described in Section 9.01 of this Agreement to cause early termination
of the Trust Fund; and (iii) no Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant
to Article II of this Agreement.


 


Section
4.05     Imposition of Tax on the Trust REMICs. In the event that any tax, including
interest, penalties or assessments, additional amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be
charged against amounts otherwise distributable with respect to the Regular Certificates, the Class EC Regular Interests and
the Class R Certificates; provided that any taxes imposed on any net income from foreclosure property pursuant to Code
Section 860G(d) or any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of the
related REO Property in determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the
Special Servicer from time to time shall withdraw from the REO Account and transfer to the Certificate Administrator for
deposit into the Distribution Accounts amounts reasonably determined by the Certificate Administrator to be necessary to pay
such taxes, and the Certificate Administrator shall return to the Special Servicer the excess determined by the Certificate
Administrator from time to time of the amount in excess of the amount necessary to pay such taxes); provided that any
such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be retained from
Available Funds as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except as provided in the
preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained from
the Distribution Account in determining the amount of Available Funds sufficient funds to pay or provide for the payment of,
and to actually pay, such tax as is legally owed by a Trust REMIC (but such authorization shall not prevent the Certificate
Administrator from contesting, at the expense of the Trust Fund, any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby
authorized to and shall segregate or cause to be segregated, into a separate non-interest bearing account, (i) the net income
from any “prohibited transaction” under Code Section 860F(a) or (ii) the amount of any contribution to a Trust
REMIC after the Startup Day that is subject to tax under Code Section 860G(d) and use such income or amount, to the extent
necessary, to pay such tax (and return the balance thereof, if any, to the related Distribution Account). To the extent that
any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise
distributable to the Holders of the Class R Certificates in respect of the related residual interest and shall distribute
such retained amounts to the Holders of Regular Certificates or to the Certificate Administrator in respect of the Lower-Tier
Regular Interests and


 



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the Class EC Regular Interests until they are fully reimbursed and then to the Holders of the Class R
Certificates in respect of the related residual interest. None of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee shall be responsible for any taxes imposed on a Trust REMIC except to the extent such tax is
attributable to a breach of a representation or warranty of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee in contravention of this Agreement in both cases, provided, further, that such
breach, act or omission could result in liability under Section 6.03, in the case of the Master Servicer or
the Special Servicer, as applicable, or Section 4.04 or Section 8.01, in the case of the Certificate
Administrator or the Trustee. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master
Servicer or the Special Servicer shall not be responsible for the Certificate Administrator’s, the Authenticating
Agent’s, the Certificate Registrar’s, the Paying Agent’s or the Trustee’s breaches, acts or
omissions, and the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator, the
Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar or the Paying Agent, and the
Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee, the Master Servicer,
the Special Servicer and, in each case if a different entity than the Certificate Administrator, the Authenticating Agent,
the Certificate Registrar or the Paying Agent.


 


Section 4.06     Remittances;
P&I Advances.


 


(a)          On the Master Servicer
Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)           remit to
the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Yield Maintenance
Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection Period
relating to such Distribution Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of
the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously
so remitted to the Certificate Administrator);


 


(ii)          remit to
the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Available Funds applicable
to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (d) of the definition of “Available
Funds”);


 


(iii)         remit
to CREFC® the CREFC® Intellectual Property Royalty License Fee;


 


(iv)         make a
P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account, in an
amount equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan and any Mortgage
Loan related to a Loan Combination, but not a Companion Loan) to the extent such amounts were not received by the Master Servicer
on such Mortgage Loan as of the close of business on the Determination Date (without regard to any grace period) in the same month
as (or, in the case of an Outside Serviced Mortgage Loan, was not received by the Master Servicer on such Mortgage Loan as of


 



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the
close of business on the Business Day immediately preceding) such Master Servicer Remittance Date), except that the portion of
such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such Mortgage Loan shall
not be remitted to the Certificate Administrator but shall instead be remitted to CREFC® and the portion of such
P&I Advance equal to the Asset Representations Reviewer Ongoing Fee, the Operating Advisor Fee or the Trustee/Certificate Administrator
Fee shall, to the extent the subject fee remains unpaid to the applicable party hereunder, shall be deposited in the Collection
Account for payment to such party;


 


(v)          remit to
the Certificate Administrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for the related
Distribution Date;


 


(vi)         remit to
the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess Liquidation
Proceeds received during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master
Servicer as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and
not previously so remitted to the Certificate Administrator), if any; and


 


(vii)        remit
to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii)
through Section 3.06(a)(ix) of this Agreement.


 


Neither the Master Servicer nor
the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest, Excess Interest or Yield
Maintenance Charges, or delinquent Monthly Payments on the Companion Loans. The amount required to be advanced in respect of delinquent
payments of interest on any Mortgage Loan as to which an Appraisal Reduction Amount exists will equal the product of (i) the amount
otherwise required to be advanced by the Master Servicer with respect to delinquent payments of interest without giving effect
to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage
Loan as of the last day of the related Collection Period, reduced by such Appraisal Reduction Amount, and the denominator of which
is the Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection Period. Appraisal Reduction
Amounts shall not affect the principal portion of any P&I Advances.


 


Any amount advanced by the Master
Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance for all purposes of this Agreement
and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate). The Special Servicer shall have
no obligation to make any P&I Advance.


 


The Certificate Administrator
shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time, on the Master Servicer Remittance
Date, the Certificate Administrator has not received the amount of a required P&I Advance hereunder. If as of 11:00 a.m., New
York City time, on any Distribution Date the Master Servicer shall not have made the P&I Advance required to have been made
on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this Agreement, the Certificate Administrator


 



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shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City time, on such Business Day deposit into the
Lower-Tier REMIC Distribution Account in immediately available funds an amount equal to the P&I Advances otherwise required
to have been made by the Master Servicer.


 


Neither the Master Servicer nor
the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance is otherwise
required to be made by this Section 4.06 if the Master Servicer or the Trustee, as applicable, or the Special Servicer determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make P&I
Advances that it has made (or in the case of a determination by the Special Servicer, that the Master Servicer or the Trustee has
made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master Servicer or the Trustee that any proposed
P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master
Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii) in the case of the Trustee, in its good faith
business judgment, and shall be evidenced by an Officer’s Certificate as set forth in Section 4.06(b). In connection
with a determination by the Special Servicer, the Master Servicer or the Trustee as to whether a P&I Advance previously made
or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)     any such Person
will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related Mortgage Loan
or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged Properties in
their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding the
possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other
things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)      any such Person
may update or change its recoverability determinations at any time (but not reverse any other Person’s determination that
an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market value
estimates or other information for such purposes;


 


(C)      the Special
Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I Advance,
if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may deliver
to the Master Servicer, the Trustee and the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event) notice of such determination, which determination shall be conclusive and binding on the Master Servicer and
the Trustee;


 


(D)     although the
Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have no right to
(i) make


 



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an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made) by the
Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by the Master
Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance constitutes
or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit the Special Servicer’s
right to make a determination that a P&I Advance to be made (or contemplated to be made) would be, or a previously made Advance
is, a Nonrecoverable Advance, as described in this Section 4.06;


 


(E)      any non-recoverability
determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06 with respect to the recoverability
of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination by the Special
Servicer) and the Trustee;


 


(F)      the Master Servicer
shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability determination
made by the Master Servicer on or prior to such date;


 


(G)      the Trustee
shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I Advance,
if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to make a P&I
Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would be a Nonrecoverable
Advance, the Trustee shall make such advance within the time periods required by this Section 4.06 unless the Trustee, in
its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard, makes a determination prior
to the times specified in this Section 4.06 that such advance would be a Nonrecoverable Advance;


 


(H)     the Special
Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer the Special
Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or required
to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable P&I Advance,
and the Master Servicer and the Trustee shall be entitled to conclusively rely on such determination; and


 


(I)       notwithstanding
the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any
P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination
by the Special Servicer that any P&I Advance would be recoverable.


 


The Master Servicer or the Trustee,
as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with interest thereon) to the extent
permitted


 



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pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer and Special Servicer hereby
covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Mortgagors to the extent permitted
by applicable law and the related Mortgage Loan.


 


Within 2 Business Days of making
a P&I Advance on any Mortgage Loan that is part of a Loan Combination, the Master Servicer or the Trustee, as applicable, shall
provide written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part of a Serviced Loan Combination,
the related Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization Trust that holds a related Serviced
Companion Loan or (ii) if such Mortgage Loan is part of an Outside Serviced Loan Combination, the related Outside Servicer, Outside
Special Servicer and Outside Trustee of the related Outside Securitization Trust.


 


With respect to P&I Advances
and each Outside Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to rely on the “appraisal
reduction amount” calculated by the related Outside Special Servicer or the related Outside Servicer in accordance with the
terms of the applicable Outside Servicing Agreement.


 


(b)          The determination by the
Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I Advance or that
any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or with respect to
any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I Advance, shall
be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date to the Trustee
(unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), the holder of any related Pari Passu Companion Loan or its Companion Loan Holder Representative
(in the case of a Pari Passu Loan Combination), the Master Servicer (unless it is the Person making the determination), the Special
Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination, the Depositor, setting
forth the basis for such determination, together with any other information that supports such determination together with a copy
of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense of
the Trust, shall take into account any material change in circumstances of which such Person is aware or such Person has received
new information, either of which has a material effect on the value and shall have been conducted in accordance with the standards
of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to
the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar
reports that such Person may have obtained and that support such determination. The Master Servicer and the Special Servicer shall
consider Unliquidated Advances with respect to prior P&I Advances for the purpose of nonrecoverability determinations as if
such amounts were unreimbursed P&I Advances.


 


(c)          With respect to each Outside
Serviced Mortgage Loan, if (1) the related Outside Servicer has determined that a proposed debt service advance with respect to
such


 



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Outside Serviced Mortgage Loan
or a related Outside Serviced Companion Loan, if made, would be, or any outstanding debt service advance previously made with
respect to such Outside Serviced Companion Loan is, as applicable, a “nonrecoverable advance,” and the related Outside
Servicer has provided written notice of such determination to the Master Servicer, or (2) if the Master Servicer has determined
that a P&I Advance with respect to the Outside Serviced Mortgage Loan related to such related Outside Serviced Companion Loan
would be a Nonrecoverable P&I Advance, then neither the Master Servicer nor the Trustee shall make any additional P&I
Advance with respect to such Outside Serviced Mortgage Loan until the Master Servicer has consulted with the related Outside Servicer
under the applicable Outside Servicing Agreement and they agree that circumstances with respect to such Mortgage Loans have changed
such that a proposed future debt service advance would not be a “nonrecoverable advance.” With respect to each Outside
Serviced Mortgage Loan, if the Master Servicer or the Trustee, as applicable, has determined that a proposed P&I Advance if
made, or any outstanding P&I Advance previously made, with respect to such mortgage loan would be, or is, as applicable, a
Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the related Outside Servicer written
notice of such determination within two (2) Business Days after such determination was made.


 


In connection with each Outside
Serviced Mortgage Loan, any determination by the Master Servicer that any P&I Advance made or to be made with respect to such
Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is or, if made, would be a Nonrecoverable
P&I Advance may be made independently from any determinations (or the absence of any determinations) made under the applicable
Outside Servicing Agreement regarding nonrecoverability of debt service advances on the related Outside Serviced Companion Loan.


 


(d)          If the Trustee, the Master
Servicer or the Special Servicer has received written notice from Moody’s, Fitch or KBRA to the effect that continuation
of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification or withdrawal of any
rating then assigned by Moody’s, Fitch or KBRA, as applicable, to any Class of Certificates and citing servicing concerns
with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating action, and such notice
is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special Servicer, as applicable, shall promptly notify
the other such parties and the Certificate Administrator, and the Certificate Administrator shall promptly notify the Serviced
Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.


 


Section 4.07     Grantor Trust
Reporting.


 


(a)          The Certificate Administrator
shall maintain adequate books and records to account for the separate entitlements of the Grantor Trust.


 


(b)          The parties intend that
the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof shall be interpreted
consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer, the


 



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Special Servicer,
the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage of market fluctuations
or so as to improve the rate of return of the Exchangeable Certificates, and shall otherwise comply with Treasury Regulations Section
301.7701-4(c). The Certificate Administrator shall timely file or cause to be timely filed with the IRS Form 1041, Form 1099 or
such other form as may be applicable and shall furnish or cause to be furnished to the Holders of the respective Classes of the
Grantor Trust Certificates, their allocable share of income and expense with respect to the Class A-S Specific Grantor Trust Assets,
the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class EC Specific Grantor Trust Assets,
any Excess Interest Grantor Trust Assets and proceeds thereof, respectively, as such amounts are received or accrue, as applicable.


 


(c)          (i) The Grantor Trust
is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations to the extent such
information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator
on a timely basis. With respect to each Class of Exchangeable Certificates, the Certificate Administrator is hereby directed to
assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless it has actual knowledge to the contrary
or the Depositor provides the Certificate Administrator with the identities of the other “middlemen” that are Certificateholders.
The Certificate Administrator will not be liable for any tax reporting penalties that may arise under the WHFIT Regulations in
the event that the IRS makes a determination that is contrary to the first sentence of this paragraph.


 


(ii)          The Certificate
Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the
extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation
to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available
(via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition, the Certificate
Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder,
unless requested by the Certificateholder.


 


(iii)         The Certificate
Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties
thereunder if such failure is due to: (i) the lack of reasonably necessary information that is not in its possession being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.
Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance
of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information
regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information
regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof
or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(d)          To the extent required
by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate Administrator’s
Website


 



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the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Number so published will represent
the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate
and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP Number, the Certificate Administrator
will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator shall not be liable for investor
reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information.


 


Section 4.08     Calculations.


 


Provided that the Certificate
Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer, the Certificate
Administrator shall be responsible for performing all calculations necessary in connection with the actual and deemed distributions
to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant to Section 4.02(a)
and the actual and deemed allocations of Realized Losses to be made pursuant to Section 4.01. The Certificate Administrator
shall calculate the Principal Distribution Amount and Interest Distribution Amounts for each Distribution Date and shall allocate
such amounts among Certificateholders in accordance with this Agreement. Absent actual knowledge of an error therein, the Certificate
Administrator shall have no obligation to recompute, recalculate or otherwise verify any loan-level information provided to it
by the Master Servicer. The calculations by the Certificate Administrator contemplated by this Section 4.08 shall, in the
absence of manifest error, be deemed to be correct for all purposes hereunder.


 


Section
4.09     Secure Data Room. (a) Within 60 days of the Closing Date, the Certificate
Administrator shall create a Secure Data Room, and the Depositor shall, upon the earlier of (i) receipt of all the Mortgage
Loan Sellers’ Diligence File Certifications and (ii) the 120th day following the Closing Date (but, in any event, no
earlier than the date on which the Depositor has received a written notice from the Certificate Administrator that the Secure
Data Room has been created), deliver to the Certificate Administrator (but solely with respect to any Diligence File(s)
received by the Depositor as to which it has received the related Mortgage Loan Seller’s Diligence File Certification)
an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the
Designated Site. After the 120th day following the Closing Date, the Depositor may deliver any Mortgage Loan Seller’s
Diligence Files to the Certificate Administrator if it has not previously delivered such Mortgage Loan
Seller’s Diligence Files to the Certificate Administrator. Upon receipt thereof, the Certificate Administrator shall
promptly upload the contents of each Diligence File to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the
Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit KK hereto. In no case whatsoever shall Certificateholders be
permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no
obligation to post any documents to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor with respect to each Mortgage Loan Seller.


 



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(b)          The Certificate Administrator
shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type, number or contents of
any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction or confirm that
all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator. In
no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or
information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that
any document is posted in error, the Certificate Administrator may remove such document from the Secure Data Room. The Certificate
Administrator shall not have any obligation to produce physical or electronic copies of any document provided to it for posting
to the Secure Data Room. The Certificate Administrator shall not be responsible or held liable for any other Person’s use
or dissemination of the documents contained on the Secure Data Room; provided that such event or occurrence is not also
a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required to restrict
access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant to access
only the documents necessary to perform its duties and responsibilities under this Agreement.


 


(c)          Upon the resignation or
removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall transfer electronic
copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor or the Master Servicer,
and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses
associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant
to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust, the Master Servicer or the Special Servicer, as applicable, may (but shall not be obligated to) direct the Certificate
Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided
that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data
Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted
to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce
or retrieve such deleted files.


 


Article
V



THE CERTIFICATES


 


Section
5.01     The Certificates. (a) The Certificates consist of the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-AB Certificates, the Class X-A
Certificates, the Class X-B Certificates, the Class A-S Certificates, the Class B Certificates, the Class C Certificates, the
Class EC Certificates, the Class D Certificates, the Class X-D Certificates, the Class E Certificates, the Class F
Certificates, the Class G Certificates, the Class H Certificates and the Class R Certificates.


 


Each Class of Certificates will
be substantially in the forms annexed hereto as Exhibits A-1 through A-18 respectively, with such appropriate insertions,
omissions,


 



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substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment
of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution
thereof. The Public Certificates (other than the Class X-A and Class X-B Certificates) shall be issued in minimum denominations
of $10,000 and integral multiples of $1 in excess thereof. However, in connection with an exchange of Class A-S, Class B and Class
C Certificates for Class EC Certificates and vice versa, each of the Class A-S, Class B, and Class C Certificates exchanged (whether
surrendered or received) in such exchange shall be in denominations of at least $10,000 initial principal balance, and the initial
principal balance of the Class EC Certificates exchanged shall equal the aggregate initial principal balance of the Class A-S,
Class B and Class C Certificates being exchanged therefor (i.e. at least $30,000 initial principal balance). The Private Certificates
(other than the Class X-D and Class R Certificates) shall be issued in minimum denominations of $100,000 and integral multiples
of $1 in excess thereof. The Class X-A, Class X-B and Class X-D Certificates shall be issued, maintained and transferred only in
minimum denominations of authorized initial notional amounts of not less than $1,000,000 and in integral multiples of $1 in excess
thereof. If the initial principal balance or initial Notional Amount, as applicable, of any Class of Certificates (exclusive of
the Class R Certificates) does not equal an integral multiple of $1, then a single additional Certificate of such Class may be
issued in a minimum denomination of authorized initial principal balance or initial Notional Amount, as applicable, that includes
the excess of (i) the initial principal balance or initial Notional Amount, as applicable, of such Class over (ii) the largest
integral multiple of $1 that does not exceed such amount. 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.


 


(b)          One authorized signatory
shall sign the Certificates for the Certificate Administrator 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 Administrator countersigns the Certificate,
the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate
Administrator (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall
be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02     Form and Registration.


 


(a)          Each Class of Public Certificates
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, 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 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.


 



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(b)          Unless and until Definitive
Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests in such Certificates will
be maintained and transferred on the book-entry records of the Depository and Depository Participants, and all references to actions
by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and,
except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class
of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder
thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with
the Depository’s procedures.


 


(c)          No transfer of any Private
Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act,
and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer is to be made in reliance upon an exemption from the Securities Act,
and under the applicable state securities laws, then:


 


(i)          The Certificates
of each Class of the Private Certificates (other than the Class R Certificates) sold in offshore transactions in reliance on Regulation
S under the Act 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 Private Certificates represented thereby with the
Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository
or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior
to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Global Certificate may be held only through Euroclear or
Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate
may be exchanged for an interest in the related permanent global certificate of the same Class of Private Certificates (a “Regulation
S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.03(f) of this Agreement. During the Restricted Period, distributions due in respect of a beneficial interest
in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due
in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of such
beneficial interests unless 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.


 



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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. Citibank, N.A. is hereby initially appointed the Authenticating
Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection
with transfers and exchanges as herein provided. If Citibank, N.A. is removed as Certificate Administrator, then Citibank, N.A.
shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Certificate Administrator (or, if the
same entity is acting as both the Authenticating Agent and the Certificate Administrator and such entity is being removed from
both capacities, a successor Certificate Administrator) shall appoint a successor authenticating agent, which may be the Certificate
Administrator or an Affiliate thereof, in accordance with Section 5.09 of this Agreement.


 


(ii)          The Certificates
of each Class of Private Certificates (other than the Class R Certificates) offered and sold to Qualified Institutional Buyers
in reliance on 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”),
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.


 


(iii)         The Certificates
of each Class of Private Certificates offered and sold in the United States to investors that are Institutional Accredited Investors
that are not Qualified Institutional Buyers 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 Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly
its responsibilities as depository with respect to the Global Certificates of such Class or ceases to be a Clearing Agency, and
the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days of such notice; (ii)
the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such
Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the
Trustee to obtain possession of the Certificates of such Class; or (iii) in the case of a Private Certificate, all of the applicable
requirements of Section 5.03 of this Agreement are satisfied; provided, however, that under no circumstances
will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate. Upon notice
of the occurrence of any of the events


 



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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.


 


(e)          If any Certificate Owner
wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor that is not a Qualified
Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as
that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but not a Qualified
Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions
on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer shall be made
and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of Section
5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer
of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar
shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such
Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease
in the denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange
therefor or upon transfer thereof.


 


Section 5.03     Registration
of Transfer and Exchange of Certificates.


 


(a)          The Certificate Administrator
shall keep or cause to be kept at its principal offices books (the “Certificate Register”) in which, subject
to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Private Certificates represented
by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting
Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the Master Servicer and the Special
Servicer any notices from the Certificateholders.


 


(b)          Subject to the restrictions
on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate, the Certificate
Administrator 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.


 



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(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 during the Restricted Period to exchange its
interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same Class,
or to transfer its interest in such Rule 144A Global Certificate to an institution that 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 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository
Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation
S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written
order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream
account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit E to
this Agreement given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule
144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global
Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged,
to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of
Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person
making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)          Rule 144A Global Certificate
to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted Period to exchange its interest
in such Rule 144A 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 an institution that is required to take delivery thereof in the form of an interest
in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause
the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, 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 F to this Agreement given by the holder of such beneficial interest, then the Certificate Registrar
shall instruct the


 



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Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A 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 Registrar, as registrar, at its
office designated in Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable, and
the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the
Rule 144A Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S
Global Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information
regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest
in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A
Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G to this Agreement 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 Qualified
Institutional Buyer 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.


 



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(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 H to this Agreement 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
or Private Certificates. 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 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 that is a Private Certificate (other than a Class R Certificate)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same
Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that 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 5.11 of this Agreement, 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 I to this Agreement (in the event that the applicable Global
Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event
that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement
(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, and shall, if applicable, direct the Certificate
Administrator to execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate


 



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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 institution 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)         Exchanges of Non-Book
Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate
(other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A Global Certificate, Regulation
S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form of a Non-Book
Entry Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon): (i) an investment representation letter from the proposed transferee substantially in the form attached
as Exhibit L-4 to this Agreement; and (ii) if required by the Certificate Registrar, an opinion of counsel satisfactory
to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities Act, together
with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel shall not be an expense
of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trustee or the Certificate Registrar in their respective capacities as such).


 


(i)          Other Exchanges.
In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise set forth in Section
5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures as are substantially
consistent with the provisions of clauses (c) through (f) and (h) above (including the certification requirements intended to ensure
that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures as may from
time to time be adopted by the Certificate Registrar.


 


(j)          Restricted Period.
Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests in the
Temporary Regulation S 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 Private 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 Private 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.


 



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(l)            All Certificates surrendered
for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate Registrar in accordance
with the Certificate Registrar’s customary procedures.


 


(m)          No Class R Certificate
may be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee benefit plan or
other plan subject to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (each, a
“Plan”), or (ii) any entity or collective investment fund the assets of which are considered Plan assets under
U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, an insurance company that is using the
assets of separate accounts or general accounts which include Plan assets (or which are deemed to include assets of Plans) or other
Person acting on behalf of any such Plan or using the assets of a Plan (each, a “Plan Investor”) to purchase
such Certificate. 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 Plan Investor, 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 or interest therein 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)
or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility
or prohibited transaction 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 or interest therein unless, in the case
of an ERISA Restricted Certificate, its acquisition, holding and disposition of such Certificate or an interest therein would not
constitute or otherwise result in a non-exempt violation of Similar Law. Except in connection with the transfer thereof by an Initial
Purchaser or the Depositor, each prospective transferee of an ERISA Restricted Certificate or a Class R Certificate in Non-Book
Entry Certificate form shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator
and the Trustee representation letters, substantially in the form of Exhibit L-3 and Exhibit L-4 to this Agreement.
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 Plan Investor,
(ii) in the case of a Certificate other than an ERISA Restricted Certificate, it has acquired and is holding the 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 Certificates must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent)
by a rating agency that meets the requirements of the Underwriter Exemption and that such 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 or other plan 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
or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt violation of Similar Law. Any attempted


 



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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 described in the first
sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent
of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who
was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon
and as fully as possible.


 


(ii)          No Residual
Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express
written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual
Ownership Interest, other than in connection with the initial Transfer thereof to the Initial Purchasers, 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 L-1
to this 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 tax liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee intends to pay
taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee will not cause income
with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee
will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the
proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker,
nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to
be bound by and to comply with the provisions of this Section 5.03(n) and (y) other than in connection with the initial
issuance of a Class R Certificate or the Transfer of any Class R Certificate by


 



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any Initial Purchaser in connection with the initial
offering of the Certificates, require a statement from the proposed transferor substantially in the form attached as Exhibit
L-2 to this 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 (n)(ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Code Section 860E(e) 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 represented by Definitive Certificates and may only be transferred to and owned by Qualified Institutional
Buyers.


 


(o)          Any attempted or purported
transfer in violation of the transfer restrictions set forth in this Article V 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.


 


Section
5.04     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar, the Trustee and the
Certificate Administrator such security or indemnity as may be required by it to save it harmless, then, in the absence of
actual notice that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall direct the
Certificate Administrator to 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 5.04, the Certificate Registrar and the Certificate Administrator may
require the payment of a sum sufficient to cover any expenses (including the


 



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fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Operating
Advisor, 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 neither the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent
of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a
party to this Agreement responsible for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report,
statement or other information to such Certificate Owner (or prospective transferee) under the same circumstances, and
subject to the same conditions, as such report, statement or other information would be provided to a Certificateholder.


 


Section
5.06     Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it
does not so appoint, shall act as) a paying agent for the purpose of making distributions to Certificateholders pursuant to Section
4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate
Administrator or the Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an
instrument that is consistent in all material respects with this Agreement and in which such Paying Agent shall agree with
the Master Servicer and the Certificate Administrator that such Paying Agent will hold all sums held by it for the payment to
Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums have been paid to the
Certificateholders or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate
Administrator. The Paying Agent shall at all times be an entity having a long-term unsecured debt rating of at least
“BBB+” by Fitch and “Baa1” by Moody’s, or shall be otherwise acceptable to each
Rating Agency.


 


Section 5.07     Access to
Certificateholders’ Names and Addresses; Special Notices.


 


(a)          The Certificate Registrar
shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses
of the Certificateholders. If any Certificateholder or Certificate Owner that has delivered an executed certification as contemplated
by Section 5.07(c) reflecting the appropriate information to the Certificate Administrator (a “Certifying Certificateholder”)
(i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that
such Certifying Certificateholder desires to communicate with other Certificateholders and Certificate Owners with respect to its
rights under this Agreement or under the Certificates and (iii) provides a copy of the communication which Certifying Certificateholder
proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request (a
“Communication Request”), furnish such Certifying Certificateholder (at such Certifying


 



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Certificateholder’s
sole cost and expense) a list of the names and addresses of the Certificateholders as of the most recent Record Date as they appear
in the Certificate Register. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar
shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders hereunder,
regardless of the source from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders
from time to time upon request therefor.


 


(b)          The Certificate Administrator
shall include in any Form 10-D any written request received in accordance with Section 5.07(a) prior to the Distribution
Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder
or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate
Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing such disclosure (a “Special
Notice”) regarding the request to communicate shall include the following and no more than the following (a) the name
of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the
effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is
interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights
under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the
requesting Certificateholder or Certificate Owner.


 


(c)          In verifying the identity
of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the Certificateholder or Certificate
Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall not require any further verification
or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect to any Certificate, the Certificate
Administrator shall require no more than (x) a written certification from such Certificateholder or Certificate Owner that it is
the beneficial owner of a Certificate and (y) one of the following documents confirming ownership of such Certificate: a trade
confirmation, an account statement, a letter from a broker-dealer or another document acceptable to the Certificate Administrator
that is similar to any of the foregoing documents. The Certificate Administrator shall not have any obligation to verify the information
provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on such information conclusively.
Any Certificateholder or Certificate Owner will be responsible for its own expenses in making any Communication Request, but will
not be required to bear any expenses of the Certificate Administrator. Any expenses the Certificate Administrator incurs in connection
with any request to communicate will be paid by the Trust.


 


Section 5.08     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


 



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otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Certificate Administrator and, when required, to the Depositor, the Master
Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator, the Depositor,
the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 


(b)          The fact and date of the
execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Certificate
Administrator deems sufficient.


 


(c)          Any request, demand, authorization,
direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be
done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.


 


(d)          The Certificate Administrator
or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08 as it shall deem
necessary.


 


Section
5.09     Authenticating Agent. The Certificate Administrator may appoint an Authenticating
Agent to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and must be
an entity organized and doing business under the laws of the United States of America or any state, having a principal office
and place of business in a state and city acceptable to the Depositor, having a combined capital and surplus of at least
$15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state
authorities. The Certificate Administrator shall serve as the initial Authenticating Agent and the Certificate Administrator
hereby accepts such appointment.


 


Any entity into which the Authenticating
Agent may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation
to which the Authenticating Agent shall be party, or any entity succeeding to the corporate agency business of the Authenticating
Agent, shall be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Certificate
Administrator or the Authenticating Agent.


 


The Authenticating Agent may
at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator and
the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written
notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section
5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent, which shall be acceptable to the
Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its


 



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predecessor hereunder,
with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 5.09.


 


The Authenticating Agent shall
have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator. Any compensation
paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator. The appointment of an Authenticating
Agent 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 Authenticating Agent.


 


Section
5.10     Appointment of Custodian. The Trustee may appoint one or more Custodians to hold all
or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement (in the event the Trustee
is not the Custodian) that is consistent in all material respects with this Agreement. The Trustee shall give prompt written
notice to the Depositor of any appointment of a Custodian. The Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and
Serviced Companion Loan Holders. 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 $15,000,000, shall have a long-term debt rating of at least
“BBB” by Fitch and “Baa2” from Moody’s, and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be amended only as provided in Section
12.07 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Trustee. The
Trustee 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 5.10. The Custodian, if the Custodian is not the Trustee, 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 Trustee 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 Trustee named as loss payee. All fidelity bonds and policies of
errors and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any
other insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The
Custodian shall be subject to the same obligations and standard of care as would be imposed on the Trustee hereunder in
connection with the retention of Mortgage Files directly by the Trustee. Upon termination or resignation of the Custodian,
the Trustee may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian shall not
relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Custodian. In the event the Trustee is the Custodian, the Custodian may self-insure.


 



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Section
5.11     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 - Citibank Agency & Trust, CGCMT 2016-GC37, as its office for such
purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders of any change in the location
of the Certificate Register or any such office or agency.


 


Section 5.12     Exchanges
of Exchangeable Certificates.


 


(a)          At all times, the Class
A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the
Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular
Interest and Class C Regular Interest, respectively. At all times, the Class EC Certificates shall represent beneficial ownership
interests in the Class EC Components.


 


(b)          On the Closing Date, the
Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be initially
issued on the Closing Date with the respective aggregate Certificate Balance set forth for such Class in the Preliminary Statement.


 


(c)          Following the Closing
Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Exchangeable Certificates
in an Exchangeable Proportion, then those Exchangeable Certificates may be exchanged on the books of the Depository for Class EC
Certificates that represent the same Tranche Percentage Interest in each Class EC Regular Interest as the Exchangeable Certificates
to be surrendered and (ii) a Certificateholder that holds Class EC Certificates may exchange its Class EC Certificates on the books
of the Depository for Exchangeable Certificates that evidence the same Tranche Percentage Interest in each Class EC Regular Interest
as the Class EC Certificates being surrendered.


 


(d)          An exchange of Exchangeable
Certificates or Class EC Certificates may only occur if the Exchangeable Certificates or Class EC Certificates being surrendered
or received in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No
exchange of Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate
Balance of the Class A-S Regular Interest (and correspondingly, to the extent evidencing an interest in the Class A-S Regular Interest,
of the Class A-S Certificates and the Class EC Component A-S) has been reduced to zero as a result of the payment in full of all
interest and principal thereon. There shall be no limit on the number of exchanges of Exchangeable Certificates authorized pursuant
to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant
to instructions delivered to the Certificate Administrator on the Closing Date.


 


(e)          At the request of the
Holder of a Class or Classes of Exchangeable Certificates or Class EC Certificates, and upon the surrender of such Exchangeable
Certificates


 



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in the applicable Exchangeable Proportion or Class EC Certificates, the Certificate Administrator, on behalf of the
Trustee, shall deliver (by the means set forth in the penultimate sentence of Section 5.12(h)) the corresponding Exchangeable
Certificates or Class EC Certificates to which such Certificateholder is entitled as set forth in Section 5.12(c).


 


(f)           In connection with any
exchange of Exchangeable Certificates for Class EC Certificates, or Class EC Certificates for Exchangeable Certificates, the Certificate
Registrar shall reduce the Certificate Balance(s) of the Class or Classes of Certificates surrendered by the applicable Holder
on the Certificate Register and shall increase the Certificate Balance(s) of the Class or Classes of Certificates received by such
Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate Administrator, as applicable,
shall approve the instructions at the Depository and make appropriate notations on the Global Certificate for each Class of the
Exchangeable Certificates and the Class EC Certificates to reflect such reductions and increases.


 


(g)          In order to effect an
exchange of Exchangeable Certificates for Class EC Certificates, or Class EC Certificates for Exchangeable Certificates, the Certificateholder
shall notify the Certificate Administrator by e-mail at “ctssfexchanges@citi.com” and setting forth the proposed
Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”).
The Exchange Date may be any Business Day other than the first or last Business Day of the month. An exchange notice must (i) be
set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the
following information: the CUSIP Number of each Exchangeable Certificate and Class EC Certificate to be exchanged and each Exchangeable
Certificate and Class EC Certificate to be received; the original and outstanding principal balance of the Exchangeable Certificates
and Class EC Certificates to be exchanged and received; the Certificateholder’s Depository participant number; and the proposed
Exchange Date. The Certificateholder and the Certificate Registrar shall utilize the “deposit and withdrawal system”
at the Depository to effect the exchange of the applicable Exchangeable Certificates. The aggregate principal and interest entitlements
of the Certificates received must equal the aggregate entitlements of the Certificates surrendered. A notice shall become irrevocable
on the second (2nd) Business Day before the proposed Exchange Date. The Exchangeable Certificates shall be exchangeable for the
Class EC Certificates, and the Class EC Certificates shall be exchangeable for the Exchangeable Certificates, in each case on the
books of the Depository on and after the Closing Date, by notice to the Certificate Administrator substantially in the form of
Exhibit EE.


 


(h)          The Certificate Administrator
shall make the first distribution on an Exchangeable Certificate or Class EC Certificate received by a Certificateholder in any
exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable
Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in
such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall be
so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither
the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability of the applicable Certificates
in the market to accomplish any exchange.


 



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Section
5.13     Voting Procedures. With respect to any matters submitted to Certificateholders for a
vote, the Certificate Administrator shall administer such vote through the Depository with respect to Global Certificates and
directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be
administered in accordance with the following procedures, unless different procedures are otherwise described herein with
respect to a specific vote:


 


(a)          Any matter submitted to
Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such notice shall include
the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which shall be no less
than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice and related ballot
shall be sent to Holders of Global Certificates through the Depository and by mail to the registered Holders of Definitive Certificates.
In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered
in this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


 


(b)          In connection with any
vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in the manner set forth
on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with their Voting Rights.
Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate Administrator in accordance
with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding Certificate Balance or
Notional Amount, as applicable, greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has
cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated
by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may
not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of
the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          The Certificate Administrator
may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator shall use its reasonable
efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete ballots that
are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after the
votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall
include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage
abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders. The notice shall
be distributed in accordance with the methods described in Section 5.13(a) above. The Certificate Administrator shall also
include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice
is distributed. All vote tabulations shall be final and the


 



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Certificate Administrator shall not, absent manifest error, re-tabulate
the votes or conduct a new vote for the same proposition.


 


(d)          Unless otherwise specifically
provided herein, any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any
vote shall be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being
voted on or answer questions other than process-related questions regarding the administration of the vote.


 


(e)          If any party to this Agreement
believes a vote of Certificateholders is needed for some matter related to the administration of the Trust that is not specifically
contemplated herein, such party may request the Certificate Administrator to conduct a vote and the Certificate Administrator will
conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all such votes require a majority
of Certificateholders to carry a proposition.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling
Class Representative


 


Section 6.01     Liability
of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor.
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each
shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each of
the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall indemnify the
Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders
and hold the Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion
Loan Holders harmless against any loss, liability or reasonable expense (including, without limitation, reasonable
attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or
negligence in the performance of duties of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer, as the case may be, or by reason of negligent disregard of such Person’s obligations or
duties hereunder, or (ii) as a result of the breach by the Master Servicer, the Special Servicer, the Operating Advisor or
the Asset Representations Reviewer, as the case may be, of any of its representations or warranties contained herein. The
Depositor shall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer, and any member, manager, employee, director or
officer of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or
the Asset Representations Reviewer and hold the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer and any member, manager,
employee, director or officer of either the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the
Asset Representations Reviewer harmless against any loss, liability or reasonable expense (including, without limitation,
reasonable


 



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attorneys’ fees and expenses) incurred by such parties (i) in connection with any willful misconduct, bad
faith, fraud and/or negligence in the performance of duties of the Depositor or by reason of negligent disregard of the
Depositor obligations or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its representations
or warranties contained herein.


 


Section 6.02    Merger or
Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
Subject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset
Representations Reviewer shall keep in full effect its existence, rights and good standing as a national banking association,
a corporation or a limited liability company, as applicable, under the laws of the state of its organization and shall not
jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located, to the extent
necessary to perform its obligations under this Agreement, or to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated with or into any
Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related
to commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its
assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which
case any Person resulting from any merger or consolidation to which it shall be a party, or any Person succeeding to its business,
shall be the successor of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each of the Rating Agencies has provided
a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer, as applicable, is the surviving entity under applicable law, then the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be required to
provide a Rating Agency Confirmation.


 


Section 6.03      Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund,
the Certificateholders, the Companion Loan Holders or any other Person for any action taken, or for refraining from the taking
of any action, in good faith pursuant to this Agreement, or for errors in judgment. However, none of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person shall be protected
against any liability which would otherwise be imposed by reason of (i) any breach of warranty or representation by such respective
party in this Agreement or (ii) any willful misconduct, bad


 



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faith, fraud or negligence on the part of such respective party in
the performance of its obligations and duties hereunder or by reason of negligent disregard on the part of such respective party
of its obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may rely in good faith on any document of any
kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder.
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any director,
member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
or the Asset Representations Reviewer shall be indemnified and held harmless by the Trust Fund (which indemnification amounts
shall be payable out of the Collection Account or the applicable Loan Combination Custodial Account if and to the extent with
respect to a Serviced Loan Combination and then out of the Collection Account, provided that, to the extent that the amount
relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne by the holder of a related
Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Loan Combination Custodial
Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts
otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid from
the Collection Account) against any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable
legal fees and expenses) incurred in connection with, or relating to, this Agreement or the Certificates, other than any loss,
liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses) (i) incurred by
reason of willful misconduct, bad faith, fraud or negligence in the performance of its obligations or duties hereunder or by reason
of negligent disregard of its obligations or duties hereunder, in each case by the Person being indemnified, (ii) with respect
to any such party, resulting from the breach by such party of any of its representations or warranties contained herein, (iii)
specifically required to be borne by the party seeking indemnification without right of reimbursement pursuant to the terms hereof
or (iv) which constitutes an Advance that is otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute
or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does
not expose it to any expense or liability for which reimbursement is not reasonably assured, and neither the Operating Advisor
nor the Asset Representations Reviewer may prosecute on behalf of the Trust or in the interests of the Certificateholders any
legal action related to its duties under this Agreement under any circumstances; provided, however, that each of
the Depositor, the Master Servicer and the Special Servicer may in its discretion undertake any such action related to its obligations
hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and
any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (payable out of the Collection Account
or the applicable Loan Combination Custodial Account if and to the extent with respect to a Serviced Loan Combination and then
out of the Collection Account, provided that to the extent that the amount relates to a Serviced Loan Combination, is required
under the related Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid


 



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from the Collection
Account because funds on deposit in the applicable Loan Combination Custodial Account are insufficient to pay such indemnification,
then the Master Servicer shall from time to time thereafter use amounts otherwise payable to the holder of such Serviced Companion
Loan to deposit into the Collection Account the amount so paid from the Collection Account), and the Depositor, the Master Servicer
and the Special Servicer shall be entitled to be reimbursed therefor from the Collection Account or the applicable Loan Combination
Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A of this Agreement.


 


Each of the related Outside Servicer,
the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be entitled to reimbursement out of general
collections in the Collection Account for the Trust’s pro rata share of any fees, costs or expenses incurred in connection
with the servicing and administration of an Outside Serviced Loan Combination as to which the securitization trust created under
the applicable Outside Servicing Agreement or any of the parties thereto are entitled to be reimbursed pursuant to the terms of
the applicable Outside Servicing Agreement and the related Co-Lender Agreement (to the extent amounts on deposit in the related
“Serviced Whole Loan Custodial Account” or “Loan Combination Custodial Account” (as each such term or any
analogous term is defined in the applicable Outside Servicing Agreement) are insufficient for reimbursement of such amounts).


 


Section 6.04      Limitation
on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)          Each of the Master Servicer
and the Special Servicer may resign, assign its respective rights and delegate its respective duties and obligations under this
Agreement; provided that, with respect to any of the Master Servicer or the Special Servicer: (i) the successor accepting
such assignment and delegation (A) shall be an established mortgage finance entity, bank or other entity regularly engaged in the
servicing of commercial mortgage loans, organized and doing business under the laws of any state of the United States, the District
of Columbia or the United States, authorized under such laws to perform the duties of a servicer of mortgage loans or a Person
resulting from a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement and, in the
case of a Serviced Loan Combination, under the related Co-Lender Agreement and (B) shall execute and deliver to the Trustee and
the Certificate Administrator an agreement 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 Master Servicer or the Special Servicer, as the case
may be, under this Agreement from and after the date of such agreement; (ii) each Rating Agency has delivered to the Trustee a
Rating Agency Confirmation; (iii) the Master Servicer or the Special Servicer 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 6.04; (iv) the
rate at which the Servicing Fee or Special Servicing Compensation, as applicable (or any component thereof) is calculated shall
not exceed the rate then in effect; (v) for so long as no Control Termination Event has occurred and is continuing, the successor
Special Servicer is acceptable to the Controlling Class Representative (and, if a Serviced Outside Controlled Loan Combination
is affected, the successor Special Servicer is acceptable to the related Outside Controlling Note Holder); (vi) the resigning Master
Servicer or Special Servicer, as applicable, shall be responsible for the reasonable costs and expenses of each other party hereto,
the Trust and the Rating Agencies in connection with such transfer; and (vii) none of the Operating Advisor, the Asset


 



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Representations
Reviewer nor any of their Affiliates shall in any event be appointed as successor Master Servicer or Special Servicer. Upon acceptance
of such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer or Special Servicer, as applicable,
hereunder.


 


(b)          Except as otherwise provided
in this Section 6.04 and Section 6.08(j), the Master Servicer and the Special Servicer shall not resign from their
respective obligations and duties hereby imposed on them except upon determination that such duties hereunder are no longer permissible
under applicable law; provided that, on and after the time the Trustee receives notice of resignation by the Master Servicer
or the Special Servicer upon determination that such duties hereunder are no longer permissible under applicable law, the Trustee
(solely with respect to the Master Servicer or the Special Servicer) shall, subject to the terms and provisions of Section 7.02
of this Agreement as if the resigning party was a Terminated Party, be its successor in all respects in its capacity as Master
Servicer or Special Servicer, as applicable, as though the Master Servicer or the Special Servicer, as the case may be, had received
a notice of termination. Any such determination permitting the resignation of the Master Servicer or the Special Servicer, as applicable,
shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s or Special Servicer’s expense)
to such effect delivered to the Trustee and the Certificate Administrator.


 


Except as provided in the immediately
preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer as contemplated herein shall become
effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer) or a successor Master Servicer,
Special Servicer shall have assumed the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities,
duties, liabilities and obligations hereunder. Notwithstanding anything to the contrary herein, none of the Operating Advisor,
the Asset Representations Reviewer nor any of their Affiliates may be appointed as successor Master Servicer or Special Servicer.
If no successor Master Servicer or Special Servicer can be obtained to perform such obligations for the same compensation to which
the terminated Master Servicer or Special Servicer would have been entitled, additional amounts payable to such successor Master
Servicer or Special Servicer shall be payable out of the Trust; provided that, for so long as no Consultation Termination
Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment
of a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or operating advisor compensation in excess
of that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor, as applicable.


 


If the Trustee or an Affiliate
acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce the Excess Servicing Fee
Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Master Servicer
other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that
meets the requirements of this Section 6.04.


 



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(c)          The Operating Advisor
may resign from its obligations and duties under this Agreement (a) upon thirty (30) days’ prior written notice to the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer and the
Controlling Class Representative and (b) upon the appointment of, and the acceptance of such appointment by, a successor operating
advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency.
Except as provided in Section 6.04(d), no such resignation by the Operating Advisor shall become effective until a replacement
Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and obligations under this Agreement.
The successor entity assuming the obligations of the Operating Advisor under this Agreement shall be entitled to the compensation
to which the Operating Advisor would have been entitled hereunder after the date of assumption of such obligations. If no successor
Operating Advisor can be obtained to perform such obligations for such compensation, additional amounts payable to such successor
Operating Advisor shall be payable out of the Trust; provided that, for so long as no Consultation Termination Event has
occurred and is continuing, the Trustee shall consult with the Controlling Class Representative prior to the appointment of a successor
Operating Advisor at an operating advisor compensation in excess of that permitted to the terminated Operating Advisor. If no successor
Operating Advisor has been appointed and accepted such appointment within 60 days after the resigning Operating Advisor’s
giving of notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for appointment
of a successor. The resigning Operating Advisor shall pay all costs and expenses associated with its resignation and the transfer
of its duties (including costs and expenses incurred by each other party hereto, the Trust and the Rating Agencies) pursuant to
this Section 6.04.


 


(d)          In addition, in the event
there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class R Certificates and, solely
for purposes of receiving Yield Maintenance Charges, the Class X-B Certificates, then all of the rights and obligations of the
Operating Advisor under this Agreement shall terminate without payment of any penalty or termination fee (other than any rights
or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued and owing
to it under this Agreement) and other than indemnification rights arising out of events occurring prior to such termination). If
the Operating Advisor is terminated pursuant to the foregoing sentence, then no replacement Operating Advisor shall be appointed.


 


Section
6.05     Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the
Master Servicer and Special Servicer. The Master Servicer and the Special Servicer shall afford the Depositor, the
Trustee, the Certificate Administrator and, subject to Section 12.13 of this Agreement, each Rating Agency, upon
reasonable notice, during normal business hours access to all records maintained by it in respect of its rights and
obligations hereunder and access to its officers responsible for such obligations, if reasonably related to the performance
of the obligations of such Person under this Agreement. Upon request, if reasonably related to the performance of the
obligations of such Person under this Agreement, the Master Servicer and the Special Servicer shall furnish to the Depositor,
each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Trustee and the Certificate
Administrator its most recent publicly available annual financial statements or those of its public parent. The Depositor is
not obligated to monitor or supervise the


 






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performance
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
or the Trustee under this Agreement. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer
or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee to perform,
any defaulted obligation of such Person hereunder or exercise its rights hereunder, provided that the Master Servicer and
the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor
or its designee. In the event the Depositor or its designee undertakes any such action it will be reimbursed by the Trust Fund
from the Collection Account as provided in Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable
from the Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall
have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such
Person is obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise. Neither the Master Servicer nor the Special Servicer shall have any responsibility or liability for any action or
failure to act by the Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor
or supervise the performance of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.


 


Each of the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such reports, certifications and information
as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer,
as applicable, in order to enable such requesting party to perform its duties hereunder, provided that for the avoidance
of doubt, this shall not require any Person to prepare any reports, Certificates and information not required to be prepared hereunder.


 


Neither the Master Servicer nor
the Special Servicer shall be under any obligation to disclose confidential or proprietary information pursuant to this Section.


 


Section 6.06     Master
Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer or the Special
Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate, Certificate Owner)
of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate
thereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the Special Servicer
or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Certificate Owner of any Certificate, the Master
Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that (i) is not
expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith
judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special
Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or
the Special Servicer may seek the approval of the Certificateholders and any affected Serviced Companion Loan Holder to such action
by delivering to the Trustee and the Certificate Administrator a written notice that (i) states that it is delivered pursuant
to this Section 6.06,


 






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(ii)
identifies the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer
or an Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action that the Master
Servicer or the Special Servicer proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it
to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate)
together with such instructions for response as the Certificate Administrator shall reasonably determine. If at any time Certificateholders
holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially
owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion
Loan Holder shall have consented in writing to the proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard.
The Certificate Administrator shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable,
of the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing
provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect
to routine servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section 6.07     Rating
Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but not limited
to, surveillance fees.


 


Section 6.08     Termination
of the Special Servicer Without Cause. 


 


(a)          At any time prior to the
occurrence and continuance of a Control Termination Event (or if a Control Termination Event has occurred but is no longer continuing),
the Controlling Class Representative shall be entitled to terminate the rights (subject to Section 3.12, Section 6.03
and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect
to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination and any Excluded Mortgage Loan), with or without
cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator and
the Trustee and, in the case of a termination of the Special Servicer with respect to a Serviced Loan Combination, the related
Companion Loan Holder(s).


 


With respect to any Serviced
Outside Controlled Loan Combination, the related Outside Controlling Note Holder shall be entitled, to the extent provided in the
related Co-Lender Agreement, at any time to terminate the rights (subject to Section 3.12, Section 6.03 and Section
6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement solely with respect to such Serviced
Outside Controlled Loan Combination, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer,
the Master Servicer, the Certificate Administrator and the Trustee and any other related Companion Loan Holder(s).


 


Upon a termination (pursuant
to the first or the second paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b) of this
Agreement) of the Special Servicer with respect to the applicable Serviced Loan(s), the Controlling Class Representative (with
respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related Outside Controlling Note
Holder (with respect to a Serviced Outside Controlled Loan


 






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Combination),
as applicable, shall appoint a successor Special Servicer with respect to the Serviced Loans (exclusive of any Serviced Outside
Controlled Loan Combination) or the related Serviced Outside Controlled Loan Combination, as the case may be; provided, however,
that (i) such successor shall meet the requirements set forth in Section 7.02 of this Agreement, (ii) the Controlling Class
Representative (with respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related
Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall (at no
expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation with respect
to such proposed successor acting as a Special Servicer and (iii) in the case of the appointment of a successor Special Servicer
with respect to a Serviced Loan Combination, the Controlling Class Representative (with respect to the Serviced Loans other than
any Serviced Outside Controlled Loan Combination) or the related Outside Controlling Note Holder (with respect to a Serviced Outside
Controlled Loan Combination), as applicable, shall (at no expense to the Trust or any related Other Securitization Trust) obtain
and deliver to the certificate administrator (if any) and the trustee for each related Other Securitization Trust (with a copy
to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation with respect to such proposed successor
acting as a Special Servicer for each related Serviced Companion Loan.


 


Following the occurrence and
during the continuance of a Control Termination Event, upon (i) the written direction of Holders of Certificates evidencing not
less than 25% of the Voting Rights of the Certificates (other than the Class R Certificates) requesting a vote to terminate and
replace the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled Loan Combination)
with a proposed successor 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 and (iii) delivery by such
Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect to the termination of the
existing Special Servicer and the replacement thereof with the proposed successor (with the reasonable fees and out-of-pocket costs
and expenses associated with obtaining such Rating Agency Confirmation to be an expense of such Holders), the Certificate Administrator
shall promptly provide written notice thereof to all Certificateholders by posting such notice on its internet website and by mailing
at their addresses appearing in the Certificate Register. Upon the written direction of (a) Holders of Certificates (other than
the Class R Certificates) evidencing at least 75% of a Certificateholder Quorum or (b) Holders of Non-Reduced Certificates evidencing
more than 50% of the Voting Rights of each Class of Non-Reduced Certificates (considering each Class of the Class A-S, Class B
and Class C Certificates together with the Class EC Component with the same alphabetical designation as a single “Class”
for such purpose), the Trustee shall terminate all of the rights (subject to Section 3.12, Section 6.03 and Section
6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the Serviced Loans
(other than any Serviced Outside Controlled Loan Combination), and the proposed successor Special Servicer shall succeed to the
duties of the Special Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination)
all as if a removal and replacement were occurring pursuant to Section 7.01 and Section 7.02 of this Agreement; 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
paragraph shall be binding


 






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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. 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 Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may access notices
on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to receive e-mail
notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate
Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting
such notices.


 


(b)          At any time after the
occurrence and during the continuance of a Consultation Termination Event, if the Operating Advisor determines that the Special
Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard,
the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written
recommendation in the form of Exhibit T attached hereto (which form may be modified or supplemented from time to time to
cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and
provisions of this Agreement; provided that in no event shall the information or any other content included in such written
recommendation contravene any provision of this Agreement) detailing the reasons supporting its position (along with relevant information
justifying its recommendation) and recommending a replacement special servicer with respect to the Serviced Loans, meeting the
applicable requirements of this Agreement, which recommended special servicer has agreed to succeed the then-current Special Servicer
if appointed in accordance herewith; provided, that the Operating Advisor may recommend the replacement of the Special Servicer
with respect to a Serviced Outside Controlled Loan Combination only if the related Outside Controlling Note Holder so consents.
In any such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s
Website and by mail send notice of such recommendation to all Certificateholders, asking them to vote whether they wish to remove
the Special Servicer with respect to the applicable Serviced Loan(s). Upon (i) the written direction (as evidenced by votes cast)
of Holders of each Class of Non-Reduced Certificates evidencing greater than 50% of the aggregate Voting Rights of each Class of
Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class EC
Component with the same alphabetical designation as a single “Class” for such purpose) within 180 days of the initial
request for a vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders)
and (ii) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction
of the foregoing clause (i), the Trustee shall (x) terminate all of the rights (subject to Section 3.12, Section 6.03
and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the
applicable Serviced Loan(s), (y) appoint the recommended successor Special Servicer and (z) promptly notify such outgoing Special
Servicer of the effective date of such termination. The reasonable fees and out-of-pocket costs and expenses associated with obtaining
such Rating Agency Confirmation and administering such vote shall be an Additional Trust Fund Expense. If the Certificate Administrator
does not


 






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receive
the required written direction contemplated by clause (i) of the second preceding sentence within 180 days of the initial request
for such vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders),
then the Trustee shall have no obligation to remove the Special Servicer and such recommendation shall lapse and have no force
or effect. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to
succeed to the obligations of the Special Servicer under this Agreement with respect to the applicable Serviced Loan(s), and to
act as the Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated Special Servicer
with respect to any termination pursuant to this Section 6.08(b). The Special Servicer for a Serviced Outside Controlled
Loan Combination may not be replaced pursuant to this paragraph unless the related Outside Controlling Note Holder so consents.


 


(c)          In no event may a successor
Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any Affiliate of such current or
former Operating Advisor or Asset Representations Reviewer. Further, such successor must be a Person that (i) satisfies all of
the eligibility requirements applicable to special servicers contained in this Agreement and, in the case of a Serviced Loan Combination,
in the related Co-Lender Agreement, (ii) is not obligated or allowed to pay the Operating Advisor (x) any fees or otherwise compensate
the Operating Advisor in respect of its obligations under this Agreement or (y) for the appointment of the successor Special Servicer
or the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iii) is not
entitled to waive any compensation from the Operating Advisor and (iv) is not entitled to receive any fee from the Operating Advisor
for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders.


 


(d)          The appointment of any
such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations to make Advances
as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a) of this
Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable to
the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection with the replacement
of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders or the Serviced Companion Loan
Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


 


(e)          No termination of the
Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor Special Servicer shall
have executed and delivered to the Trustee and the Certificate Administrator an agreement 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 Special
Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if applicable, each related Other
Depositor shall have received the written notice and information with respect to the successor Special Servicer as set forth in
Section 10.02(a) and (iii) subject to Section 12.13 of this Agreement, each Rating Agency has delivered to the Trustee
and the Certificate Administrator a Rating Agency Confirmation and, if required pursuant to Section 6.08(a), each Companion
Loan Rating Agency has delivered to the Trustee and the Certificate Administrator and their respective counterparts with respect
to the Other Securitization Trust a Companion


 






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Loan
Rating Agency Confirmation, in each case with respect to such termination and appointment of a successor.


 


(f)          Any successor Special
Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a) of this Agreement mutatis
mutandis as of the date of its succession.


 


(g)          In the event that the
Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in writing to the Special Servicer,
terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage Loan(s) and/or Serviced
Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including, without limitation, the right to receive
all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the
extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of such termination
and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing Workout Fees in accordance
with the terms hereof).


 


(h)          If (1) a replacement special
servicer is appointed with respect to a Serviced Loan Combination or any related REO Property in accordance with Article VII
or this Section 6.08 or (2) an Excluded Mortgage Loan Special Servicer is appointed with respect to an Excluded Special
Servicer Mortgage Loan, such that there are multiple parties acting as Special Servicer hereunder, then, unless the context clearly
requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer hereunder or the performance
of such duties and obligations, the term “Special Servicer” shall mean (A) the applicable Loan Combination Special
Servicer, insofar as such duties and obligations relate to the subject Serviced Loan Combination or any related REO Property, (B)
the applicable Excluded Mortgage Loan Special Servicer, insofar as such duties and obligations relate to the subject Excluded Special
Servicer Mortgage Loan or any related REO Property and (C) the General Special Servicer, in all other cases (provided, that in
Section 3.15 and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Loan Combination
Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General Special Servicer); (ii) when used in the
context of identifying the recipient of any information, funds, documents, instruments and/or other items, the term “Special
Servicer” shall mean (A) the applicable Loan Combination Special Servicer, insofar as such information, funds, documents,
instruments and/or other items relate to the subject Serviced Loan Combination or any related REO Property, (B) the applicable
Excluded Mortgage Loan Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate to
the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General Special Servicer, in all other
cases; (iii) when used in the context of granting the Special Servicer the right to purchase all of the Mortgage Loans and all
other property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special Servicer”
shall mean the General Special Servicer only; (iv) when used in the context of the Special Servicer being replaced pursuant to
this Section 6.08 by the Controlling Class Representative or the applicable Certificateholders, the term “Special
Servicer” shall mean the General Special Servicer, the applicable Loan Combination Special Servicer or the applicable Excluded
Mortgage Loan Special Servicer, if applicable; (v) when used in the context of


 






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granting
the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special
Servicer” shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any)
and the General Special Servicer; and (vi) when used in the context of requiring indemnification from, imposing liability on,
or exercising any remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or
for any negligence, bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard
of such duties and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special
Servicer” shall mean the applicable Loan Combination Special Servicer, the applicable Excluded Mortgage Loan Special Servicer
or the General Special Servicer, as applicable.


 


(i)          References in this Agreement
to “General Special Servicer” mean the Person performing the duties and obligations of special servicer with respect
to the Mortgage Pool (exclusive of (A) any Serviced Loan Combination or related REO Property as to which a different Loan Combination
Special Servicer has been appointed with respect thereto and (B) any Excluded Special Servicer Mortgage Loan or any related REO
Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with respect thereto).


 


(j)          Notwithstanding
anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge that it is, or has become,
a Borrower Party with respect to any Mortgage Loan or Loan Combination, then the Special Servicer shall resign in such capacity
with respect to such Excluded Special Servicer Mortgage Loan. Prior to the occurrence and continuance of a Control Termination
Event, if the Excluded Special Servicer Mortgage Loan is not also an Excluded Mortgage Loan, the Controlling Class Representative
shall appoint (and replace with or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special
Servicer, for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If such Excluded Special
Servicer Mortgage Loan is also an Excluded Mortgage Loan, the largest Controlling Class Certificateholder (by Certificate Balance)
that is not an Excluded Controlling Class Holder shall appoint (and replace with or without cause) the Excluded Mortgage Loan
Special Servicer for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If a Control Termination
Event has occurred and is continuing, neither the Controlling Class Representative nor any other Controlling Class Certificateholder
shall be entitled to remove or replace the Special Servicer with respect to any Excluded Special Servicer Mortgage Loan. If a
Control Termination Event has occurred and is continuing but prior to the occurrence and continuance of a Consultation Termination
Event, the largest Controlling Class Certificateholder that is not an Excluded Controlling Class Holder shall have the right to
appoint the Excluded Mortgage Loan Special Servicer. If (a) neither the Controlling Class Representative nor any Controlling Class
Certificateholder is entitled to appoint the Excluded Mortgage Loan Special Servicer for the related Excluded Special Servicer
Mortgage Loan pursuant to the foregoing or (b) a Consultation Termination Event has occurred and is continuing, an Excluded Mortgage
Loan Special Servicer shall be appointed with respect to such Excluded Special Servicer Mortgage Loan in accordance with the next
paragraph of this Section 6.08(j).


 


If (a) neither the Controlling
Class Representative nor any Controlling Class Certificateholder is entitled to appoint the Excluded Mortgage Loan Special Servicer
for the





 






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related
Excluded Special Servicer Mortgage Loan pursuant to the first paragraph of this Section 6.08(j) or (b) a Consultation Termination
Event has occurred and is continuing, upon resignation of the Special Servicer with respect to an Excluded Special Servicer Mortgage
Loan, at the expense of the Trust Fund, the Certificate Administrator shall promptly provide written notice of such resignation
to all Certificateholders by posting such notice on the Certificate Administrator’s Website and the Excluded Mortgage Loan
Special Servicer shall be appointed upon the written direction of more than 50% of the Voting Rights of the Certificates that
exercise their right to vote (provided that holders of at least 20% of the Voting Rights of the Certificates exercise their right
to vote). If such Excluded Mortgage Loan Special Servicer has not been appointed pursuant to the preceding sentence within 30
days after the Special Servicer has provided its written notice of resignation, the Certificate Administrator shall provide written
notice to the resigning Special Servicer that such Excluded Mortgage Loan Special Servicer has not been appointed and such resigning
Special Servicer shall use reasonable efforts to appoint such Excluded Mortgage Loan Special Servicer. The Special Servicer shall
not have any liability with respect to the actions or inactions of the applicable Excluded Mortgage Loan Special Servicer.


 


If at any time the Person that
had acted as the Special Servicer for any Mortgage Loan or Loan Combination prior to such Mortgage Loan or Loan Combination, as
the case may be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation,
as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded Special Servicer Mortgage
Loan) with respect to such Mortgage Loan or Loan Combination, as the case may be, (1) the related Excluded Mortgage Loan Special
Servicer shall resign, (2) such Mortgage Loan or Loan Combination, as the case may be, shall no longer be an Excluded Special Servicer
Mortgage Loan, (3) such original Special Servicer shall become the Special Servicer again for such Mortgage Loan or Loan Combination,
as the case may be, and (4) such original Special Servicer shall be entitled to all Special Servicing Compensation and Additional
Special Servicing Compensation with respect to such Mortgage Loan or Loan Combination, as the case may be, earned during such time
on and after such Mortgage Loan or Loan Combination, as the case may be, is no longer an Excluded Special Servicer Mortgage Loan.


 


The Excluded Mortgage Loan Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan and
will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to such Excluded
Special Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special Servicer and during such time
as the related Mortgage Loan is an Excluded Special Servicer Mortgage Loan (provided that the Special Servicer shall remain
entitled to all Special Servicing Compensation and Additional Special Servicing Compensation with respect to the Mortgage Loans
and Serviced Loan Combinations that are not Excluded Special Servicer Mortgage Loans during such time).


 


(k)          If a Servicing Officer
of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as applicable, has actual knowledge
that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan or an Excluded Special
Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special Servicer or Special Servicer,
as


 






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applicable,
shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 6.09     The Directing
Holder and the Controlling Class Representative.


 


(a)          The related Outside Controlling
Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other
Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as
applicable, shall be entitled: (1) with respect to the applicable Serviced Loan(s) that are Specially Serviced Loan(s), to advise
the Special Servicer as to all matters; (2) with respect to the applicable Serviced Loan(s) that are Performing Serviced Loan(s),
to advise the Special Servicer as to all matters for which the Master Servicer must obtain the consent or deemed consent of the
Special Servicer for a Major Decision; and (3) in the case of the Controlling Class Representative, with respect to any Outside
Serviced Mortgage Loan, to exercise consultation and consent rights (if any) and attend annual meetings with the related Outside
Servicer and the related Outside Special Servicer, in each case, to the extent the holder of such Outside Serviced Mortgage Loan
is entitled to such rights pursuant to the related Co-Lender Agreement. In addition, notwithstanding anything herein to the contrary,
except as set forth in, and in any event subject to Section 6.09(b) and the second and third paragraphs of this Section
6.09(a), (a) the Master 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, who shall have 15 Business Days (or 60 days with respect to the determination
of an Acceptable Insurance Default) (from the date that the Special Servicer receives the information from the Master Servicer)
to analyze and make a recommendation regarding such Major Decision (provided that if the Special Servicer does not consent,
or notify the Master Servicer that it will not consent, to such Major Decision within the required 15 Business Days or 60 days,
as applicable, the Special Servicer shall be deemed to have consented to such Major Decision), and (b) for so long as no
Control Termination Event exists, the Special Servicer shall not be permitted to consent to the Master Servicer’s taking
any of the actions constituting a Major Decision nor will the Special Servicer itself be permitted to take any of the actions constituting
a Major Decision as to which the related Directing Holder has objected in writing within ten (10) Business Days (or in the case
of a determination of an Acceptable Insurance Default, twenty (20) days (or, in the case of a Serviced Outside Controlled Loan
Combination, such other period contemplated by the related Co-Lender Agreement)) after receipt of the written recommendation and
analysis from the Special Servicer (provided that (i) if such written objection has not been received by the Special Servicer
within such ten (10) Business Day period or twenty (20) day period (or, in the case of a Serviced Outside Controlled Loan Combination,
such other period contemplated by the related Co-Lender Agreement), as applicable, then the related Directing Holder will be deemed
to have approved such action and (ii) the consent of the Controlling Class Representative shall not be required in connection with
a Major Decision with respect to an Excluded Mortgage Loan); and provided, further, that, as to both clause (a)
and clause (b) above, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise
authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision,
or any other matter requiring consent of the related Directing Holder, is necessary to protect the interests of the Certificateholders
and, with respect to any Serviced Loan Combination,
the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, with respect to any Serviced
Loan 


 






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Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, with respect to a Serviced AB
Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan)), the Special Servicer
or Master Servicer, as applicable, may take any such action without waiting for the Directing Holder’s (or, if applicable,
the Special Servicer’s) response. Notwithstanding the foregoing, if the Controlling Class Representative is the related
Directing Holder, the Special Servicer is not required to obtain the consent of the Controlling Class Representative prior to
taking, or consenting to the Master Servicer’s taking of, any Major Decision following the occurrence and during the continuance
of a Control Termination Event; provided that, after the occurrence and during the continuance of a Control Termination
Event, the Special Servicer shall consult (on a non-binding basis) with the Controlling Class Representative (other than with
respect to any Excluded Mortgage Loan and only until the occurrence and continuance of a Consultation Termination Event) and the
Operating Advisor in connection with any Major Decision and consider alternative actions recommended by the Controlling Class
Representative and the Operating Advisor, but only to the extent such consultation with, or consent of, the Controlling Class
Representative would have been required prior to the occurrence and continuance of such Control Termination Event; and provided,
further, that the Controlling Class Representative (with respect to any Serviced Outside Controlled Loan Combination that
does not include an Excluded Mortgage Loan and for so long as no Consultation Termination Event exists) and the Operating Advisor
(if a Control Termination Event exists) may consult regarding a Serviced Outside Controlled Loan Combination only if and to the
extent that the holder of the related Split Mortgage Loan is granted consultation rights under the related Co-Lender Agreement.
For the avoidance of doubt, with respect to any Serviced Outside Controlled Loan Combination, the Special Servicer shall be responsible
for obtaining any consent or deemed consent of the related Outside Controlling Note Holder for “Major Decisions” (as
such term or any analogous term is defined in the related Co-Lender Agreement) to the extent such consent is required under this
Agreement or under the terms of the related Co-Lender Agreement. Notwithstanding the foregoing, the Controlling Class Representative
shall have no consent or consultation rights with respect to Major Decisions with respect to any Excluded Mortgage Loan.


 


In addition, each of (x) the
Controlling Class Representative (with respect to each Serviced Loan other than (i) a Serviced Outside Controlled Loan Combination
and (ii) an Excluded Mortgage Loan, provided that a Control Termination Event does not exist) and (y) the related Outside Controlling
Note Holder (with respect to a Serviced Outside Controlled Loan Combination) may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to the applicable Serviced Loan(s) as such party may reasonably deem advisable or
as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary, no such direction, and no objection,
advice or consultation contemplated by the preceding paragraph or this paragraph, may require or cause the Master Servicer or the
Special Servicer to violate any provision of any related Loan Documents, any related Co-Lender Agreement, any intercreditor agreement,
applicable law, this Agreement or the REMIC Provisions, including without limitation each of the Master Servicer’s and the
Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trust Fund or the Trustee to liability, or materially expand the scope of the Master
Servicer’s or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement or cause the
Master Servicer or the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Master


 






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Servicer
or the Special Servicer is not in the best interests of the Certificateholders and/or the Serviced Companion Loan Holders.


 


In the event the Special Servicer
or Master Servicer, as applicable, determines that a refusal to consent by a Directing Holder or any advice from a Directing Holder
would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Loan Documents, any related
Co-Lender Agreement or mezzanine intercreditor agreement, applicable law, the REMIC Provisions or this Agreement, including without
limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent
or advise and notify in writing such Directing Holder, the Trustee and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 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 Master Servicer
or Special Servicer in accordance with the direction of or approval of a Directing Holder that does not violate any law or the
Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer
or the Special Servicer.


 


For so long as no Control Termination
Event has occurred and is continuing, the Controlling Class Representative shall be entitled, with respect to each Outside Serviced
Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent or approval rights set forth in Section 3.01(i)
of this Agreement; and for so long as no Consultation Termination Event has occurred and is continuing, the Controlling Class Representative
shall be entitled, with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise any consultation
rights permitted under the related Co-Lender Agreement in respect of “Major Decisions” (or any analogous concept) and
the implementation of “Asset Status Reports” (or any analogous concept) under, and within the meaning of, the applicable
Outside Servicing Agreement and attend an annual meeting with the related Outside Servicer and the related Outside Special Servicer,
in each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related
Co-Lender Agreement.


 


The Directing Holder will have
no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the taking of any action, pursuant
to this Agreement, or for error in judgment; provided, however, that the Controlling Class Representative will not
be protected against any liability to any Controlling Class Certificateholder that would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations or duties.


 


By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) a Directing Holder may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) a Directing Holder
may act solely in its own interests (or, in the case of the Controlling Class Representative, in the interests of the Holders of
the Controlling Class); (iii) a Directing Holder does not have any liability or duties to the Holders of any Class of Certificates
(other than, in the case of the Controlling Class Representative, the Controlling Class); (iv) a Directing Holder may take actions
that favor its own interests (or in the case of the Controlling


 






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Class
Representative, the interests of the Holders of the Controlling Class) over the interests of the Holders of one or more other
Classes of Certificates; and (v) a Directing Holder shall have no liability whatsoever (other than, in the case of the Controlling
Class Representative, to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph,
and that no Certificateholder may take any action whatsoever against any Directing Holder or any affiliate, director, officer,
employee, shareholder, member, partner, agent or principal thereof for having so acted; provided, however, that
the rights of a Directing Holder are subject to any related mezzanine intercreditor agreement.


 


(b)          Notwithstanding anything
to the contrary contained herein:


 


(i)           after the
occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right
to consent to any action taken or not taken by any party to this Agreement;


 


(ii)          after the
occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports or information to
which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage
Loan), and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling Class Representative
in connection with any action to be taken or refrained from taking with respect to the applicable Serviced Loan(s) (other than
any Excluded Mortgage Loan), but only to the extent consultation with, or consent of, the Controlling Class Representative would
have been required under such circumstances prior to the occurrence and continuance of such Control Termination Event; provided,
however, that the Controlling Class Representative shall not be permitted to consult with respect to any Serviced AB Loan Combination
while any related Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


 


(iii)         after
the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have
no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as a Directing Holder; provided that the
Controlling Class Certificateholder shall maintain the right to exercise Voting Rights for the same purposes as any other Certificateholder
under this Agreement (other than with respect to Excluded Mortgage Loans); and


 


(iv)         no Person
may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage Loan.


 


(c)          Notwithstanding anything
to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from taking any action pursuant
to instructions from a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause any one of
them to violate applicable law, the related Mortgage Loan Documents, this Agreement, including the Servicing Standard, the related
Co-Lender Agreement, or the REMIC Provisions or that would (i) expose the Master Servicer, the Special


 






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Servicer,
the Depositor, a Mortgage Loan Seller, the Trust Fund, the Trustee, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator or their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability,
(ii) materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities, or (iii) cause
the Master Servicer or the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders.


 


(d)          Each Certificateholder
and Certificate Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate
(or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Administrator and to
notify the Certificate Administrator, in writing, of the transfer of any Control Eligible Certificate (or the beneficial ownership
of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal of the
Controlling Class Representative. Any such Certificateholder (or Certificate Owner) or its designee at any time appointed Controlling
Class Representative is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial
ownership interest in a Control Eligible Certificate) to notify the Certificate Administrator in writing when such Certificateholder
(or Certificate Owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt
of any of the notices referred to in the preceding two sentences of this Section 6.09(d), the Certificate Administrator
shall promptly notify, in writing, the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Trustee of the identity of the Controlling Class Representative, any resignation or removal of the Controlling
Class Representative and/or any new Holder or Certificate Owner of a Control Eligible Certificate. In addition, upon the request
of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or the Trustee, as applicable,
the Certificate Administrator shall provide (on a reasonably prompt basis) the identity of the then-current Controlling Class and
a list of the Certificateholders (or Certificate Owners, if applicable, at the expense of the Trust if such expense arises in connection
with an event as to which the Controlling Class Representative or the Controlling Class has consent or consultation rights pursuant
to this Agreement or in connection with a request made by the Operating Advisor in connection with its obligation under Section
3.29(d)(ii) of this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling Class Representative,
and otherwise at the expense of the requesting party) of the Controlling Class to such requesting party, and each of the Master
Servicer, Special Servicer, Operating Advisor, the Asset Representations Reviewer and the Trustee shall be entitled to rely on
the information so provided by the Certificate Administrator.


 


In the event of a change in the
Controlling Class, the Certificate Administrator shall promptly contact the current Holder(s) (or, in the case of book-entry Certificates,
Certificate Owners) of the Controlling Class (or any designee(s) thereof) or, if known to the Certificate Administrator, one of
its affiliates or, if applicable, any successor Controlling Class Representative or Controlling Class Certificateholder(s), and
determine whether any such entity is the Holder (or Certificate Owner) of at least a majority of the
Controlling Class (in effect after such change in Controlling Class) by Certificate Balance. If at any time that the current Holder
of the Controlling Class (or its designee) or, if known to the Certificate Administrator, one of its Affiliates, or any successor
Controlling Class Representative or Controlling Class Certificateholder(s) is no longer the Holder (or Certificate Owner) of at
least a majority of 


 






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the Controlling Class by Certificate Balance and the Certificate Administrator has neither (i) received notice
of the then-current Controlling Class Certificateholders of at least a majority of the Controlling Class by Certificate Balance
nor (ii) received notice of a replacement Controlling Class Representative pursuant to this Agreement, then a Control Termination
Event and a Consultation Termination Event shall be deemed to have occurred and shall be deemed to continue until such time as
the Certificate Administrator receives either such notice.


 


Upon receipt of notice of a change
in Controlling Class Representative, the Certificate Administrator shall promptly forward notice thereof to each other party to
this Agreement.


 


On the Closing Date, the initial
Controlling Class Representative shall deliver (which delivery may be by electronic mail) a certification substantially in the
form of Exhibit M-1G to this Agreement to the Certificate Administrator (who shall promptly forward such certification to
the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor). Upon the resignation or removal of the existing
Controlling Class Representative, any successor Controlling Class Representative shall also deliver a certification substantially
in the form of Exhibit M-1G to this Agreement to the Certificate Administrator (who shall promptly forward such certification
to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor) prior to being recognized as the new Controlling
Class Representative.


 


(e)          Once a Controlling Class
Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the
Certificate Administrator, the Asset Representations Reviewer, the Trustee and each other Certificateholder (or Certificate Owner,
if applicable) shall be entitled to rely on such selection unless a majority of the Certificateholders of the Controlling Class,
by Certificate Balance, or such Controlling Class Representative shall have notified the Certificate Administrator, the Master
Servicer 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. Upon receipt of written notice of, or other knowledge of, the resignation
of a Controlling Class Representative, the Certificate Administrator shall request the Certificateholders of the Controlling Class
to select a new Controlling Class Representative.


 


(f)          If at any time a book-entry
certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related Certificate Owner or Certificate
Owners (through the Depository, unless the Certificate Administrator shall have been previously provided with the name and address
of such Certificate Owner or Certificate Owners) of such event and shall request that it be informed of any change in the identity
of the related Certificate Owner from time to time.


 


(g)          Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor and the Trustee and the
Certificate Administrator 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)          Notwithstanding anything
to the contrary contained herein, at any time when the Class E Certificates are the Controlling Class Certificates, the Holder
of more than 50% of the Controlling Class Certificates (by Certificate Balance) may waive its right to act as or


 






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appoint
a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or cause the exercise
of any of the rights of the Controlling Class Representative set forth in this Agreement, by irrevocable written notice delivered
to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor (any such Holder
or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Whenever such waiver by
an Opting-Out Party is in effect, (1) a Control Termination Event and a Consultation Termination Event shall be deemed to have
occurred and be continuing; and (2) the rights of the holder of more than 50% of the Class E Certificates (by Certificate Balance),
if the Class E Certificates are the Controlling Class of Certificates, to act as or appoint a Controlling Class Representative
and the rights of a Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event
or a Consultation Termination Event is or would otherwise then be in effect). Any such waiver shall remain effective with respect
to such Holder and such Class until such time as either (x) the Class E Certificates are no longer the Controlling Class of Certificates
or (y) the Opting-Out Party has (i) sold a majority of the Class E Certificates (by Certificate Balance) to an unaffiliated third
party and (ii) certified to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating
Advisor that (a) the Opting-Out Party retains no direct or indirect voting rights with respect to the Class E Certificates that
it does not own, (b) there is no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out Party
retains no direct or indirect economic interest in the Class E Certificates (such sale and certification, a “Class E
Transfer”). Following any such Class E Transfer, or if the Class E Certificates are no longer the Controlling Class
of Certificates, the successor holder of more than 50% of the Controlling Class of Certificates (by Certificate Balance) shall
again have the rights of a Controlling Class Representative as set forth herein without regard to any prior waiver by the predecessor
Certificateholder. Such successor Certificateholder shall also have the right as provided in this Section 6.09(h) to irrevocably
waive its right to act as or appoint a Controlling Class Representative or to exercise any of the rights of the Controlling Class
Representative or to cause the exercise of any of the rights of the Controlling Class Representative as set forth in this Agreement.
No successor Certificateholder described above in this paragraph shall have any consent rights with respect to any Serviced Mortgage
Loan that became a Specially Serviced Loan prior to the Class E Transfer and had not also become a Corrected Loan prior to such
Class E Transfer until such time as such Serviced Mortgage Loan becomes a Corrected Loan.


 


Article
VII



DEFAULT


 


Section 7.01     Servicer
Termination Events.


 


(a)          “Servicer Termination
Event,” wherever used herein, means any one of the following events:


 


(i)          (A) any
failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection Account
or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit or remittance
is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business Day or (B) any
failure


 






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by
the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, the Distribution Account, the
Excess Interest Distribution Account or the Exchangeable Distribution Account any amount required to be so deposited or remitted,
which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)          any failure
by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to be made
or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial Account, as applicable,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business Day after the
time specified by, the terms of this Agreement; or


 


(iii)          any
failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to
pay the premium for any insurance policy required to be maintained under this Agreement or such shorter period (not less than
two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or
the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the
Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates of any Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable thereto (considering
each Class of the Class A-S, Class B and Class C Certificates together with the Class EC Component with the same alphabetical
designation as a single “Class” for such purpose) or, if affected thereby, by a Serviced Companion Loan Holder; provided,
however, if any such failure with a 30-day cure period is capable of being cured and the Master Servicer or Special Servicer,
as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days (provided that
the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and
has certified that it has diligently pursued, and is continuing to pursue, a full cure); or


 


(iv)          any breach
on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement, which
materially and adversely affects the interests of any Class of Certificateholders or any Serviced Companion Loan Holder and which
continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be remedied,
has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by
the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced Companion
Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the Special Servicer,
as applicable, is diligently pursuing such 





 






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cure,
such 30-day period will be extended an additional 60 days (provided that the Master Servicer, or Special Servicer, as applicable,
has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing
to pursue, a full cure); or


 


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


 


(vi)         the Master
Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)        the Master
Servicer or the Special Servicer, 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 bankruptcy, insolvency or reorganization statute, make an assignment for
the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the
foregoing; or


 


(viii)       either
Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion
Loan Securities, or (B) placed one or more Classes of Certificates or one or more classes of Serviced 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 Master 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 Rating Agency (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within 60 days
of such event);


 


(ix)          with respect
to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3” from
Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases to
have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 60
days, as the case may be; or


 


(x)           the Master
Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer or the
Special Servicer, as applicable, after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S), shall (A)
for so long as the Trust is subject to the reporting requirements of


 






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Regulation
AB or the Exchange Act, fail to deliver the items required to be delivered by this Agreement after any applicable notice and cure
period to enable the Certificate Administrator or Depositor to comply with the reporting obligations of the Trust under the Exchange
Act or (B) for so long as any Other Securitization Trust is subject to the reporting requirements of Regulation AB or the Exchange
Act, fail to deliver any Exchange Act reporting items required to be delivered by such servicer to the related Other Depositor
or related Other Exchange Act Reporting Party pursuant to Article X of this Agreement, in the case of each of clauses (A) and
(B), within (a) with respect to the delivery of any item relating to a Reportable Event, two (2) Business Days of such failure
to comply with Article X or (b) with respect to the delivery of any other item, five (5) Business Days of such failure
to comply with Article X (any primary servicer or Sub-Servicer that defaults in accordance with this Section 7.01(a)(x)
shall be terminated at the direction of the Depositor);


 


then, and in each and every such case, so long
as a Servicer Termination Event shall not have been remedied, either (i) the Trustee may or (ii) upon the written direction of
the Holders of at least 25% of the aggregate Voting Rights of all Certificates (or, solely in the case of a Serviced Loan Combination,
upon the written direction of an affected Serviced Companion Loan Holder) to the Trustee, then the Trustee shall, terminate the
Master Servicer or the Special Servicer, as applicable. Notwithstanding anything to the contrary, it shall not be a Servicer Termination
Event with respect to the pool of Mortgage Loans under clauses (i), (ii), (iii), (iv), (viii) or (ix) above if the failure, default
or event only has an adverse effect on a Serviced Companion Loan, a Serviced Companion Loan Holder or a rating on any Serviced
Companion Loan Securities, but shall be a Servicer Termination Event with respect to the related Serviced Companion Loan and any
related Serviced Companion Loan Holder shall: (i) in the case of any such failure, default or event on the part of the Master Servicer,
have the remedies set forth in Section 7.01(d) with respect to the Servicer Termination Event with respect to the related
Serviced Companion Loan; and (ii) with respect to any such failure, default or event on the part of the Special Servicer, be able
to require termination of the Special Servicer with respect to, but only with respect to, the related Serviced Loan Combination.


 


In the event that the Master
Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, the Master
Servicer shall also be terminated as Special Servicer.


 


(b)          If the Master Servicer
receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event under Section 7.01(a)(viii)
or Section 7.01(a)(ix) and if the Master Servicer to be terminated pursuant to Section 7.01(c) provides the Trustee
with the appropriate “request for proposal” materials within five (5) Business Days following such termination notice,
then the Master Servicer shall continue to service as Master Servicer hereunder until a successor Master Servicer is selected in
accordance with this Section 7.01(b). Upon receipt of the “request for proposal” materials, Trustee shall promptly
thereafter (using such “request for proposal” materials provided by the Master Servicer pursuant to Section 7.01(c))
solicit good faith bids for the rights to service the Mortgage Loans and the Serviced Loan Combinations under this Agreement from
at least three (3) Persons qualified to act as a successor Master Servicer hereunder in accordance with Section 6.04 (any
such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from


 






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as
many persons as the Trustee can determine are Qualified Bidders; provided that, the Master Servicer shall supply the Trustee
with the names of Persons from whom to solicit such bids; and provided, further, that the Trustee shall not be responsible
if less than three (3) or no Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement. The
bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement
as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice of termination of
the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash bid (the “Successful Bidder”)
to act as successor Master Servicer hereunder; provided, however, that if the Trustee does not receive a Rating
Agency Confirmation from each Rating Agency within 10 days after the selection of such Successful Bidder, then the Trustee shall
repeat the bid process described above (but subject to the above-described 45-day time period) until such confirmation is obtained.
The Trustee shall request the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms
hereof no later than 45 days after notice of the termination of the Master Servicer.


 


Upon the assignment and acceptance
of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful Bidder,
the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c) of this
Agreement, 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).


 


The Master Servicer to be terminated
pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses incurred in connection
with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations, which expenses are not reimbursed
to the party that incurred such expenses pursuant to the preceding paragraph.


 


If the Successful Bidder has
not entered into this Agreement as successor Master Servicer within the above-described time period or no Successful Bidder was
identified within the above-described time period, the Master Servicer to be terminated pursuant to Section 7.01(c) shall
reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such bid
process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter may act or
may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)          In the event that the
Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee shall, by notice in writing
to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”), terminate all of
its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Loan Combination and the proceeds
thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder and any rights
or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued or owing
to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts bear interest
as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the benefits of Section
6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt by the Terminated Party of


 






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such
written notice, 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 Loans and Serviced Loan Combination or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section and, without limitation, the Trustee 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 Loans and Serviced Loan Combination and related documents,
or otherwise. The Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section
7.01, to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense,
the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or
the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this
Agreement) with all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant
to Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed
pursuant to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder
to assume its functions hereunder, and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting
the termination and transfer of its responsibilities and rights hereunder, including, without limitation, the transfer to the
successor Master Servicer or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts
which shall at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account,
any Loan Combination Custodial Account, any REO Account or Lock-Box Account shall thereafter be received with respect to the Mortgage
Loans and Serviced Loan Combination, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer
(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 Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including
electromagnetic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All
reasonable costs and expenses actually incurred by the Trustee, the Certificate Administrator or the successor Master Servicer
or successor Special Servicer in connection with transferring Mortgage Files, Servicing Files and related information, records
and reports to the successor Master Servicer or Special Servicer and amending this Agreement to reflect (as well as providing
appropriate notices to Mortgagors, ground lessors, insurers and other applicable third parties regarding) such succession as successor
Master Servicer or successor Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer
or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor
Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee, the Certificate Administrator or the
successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of
its liability for such expenses.


 


(d)          Notwithstanding Sections
7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, the


 






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related
Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities and the Master Servicer
is not otherwise terminated in accordance with Section 7.01(c), or (2) a Servicer Termination Event on the part of the
Master Servicer occurs that affects only a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on
a class of the related Serviced Companion Loan Securities, the Master Servicer may not be terminated in accordance with Section
7.01(c), but, at the written direction of the related Serviced Companion Loan Holder, the Master Servicer shall appoint, within
30 days of such direction, a sub-servicer (or, if the related Serviced Loan Combination is currently being sub-serviced, to replace,
within 30 days of such direction, the then current sub-servicer with a new sub-servicer). In connection with the Master Servicer’s
appointment of any sub-servicer at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d),
the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency. The related sub-servicing agreement shall
provide that any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder in accordance
with this Section 7.01(d) shall be responsible for all duties, and shall be entitled to all compensation, of the Master
Servicer under this Agreement with respect to the related Serviced Loan Combination, except that the Master Servicer shall be
entitled to retain a portion of the Servicing Fee for the Mortgage Loan that is part of the related Serviced Loan Combination
equal to any related Excess Servicing Fee with respect to such Mortgage Loan (and any related REO Mortgage Loan). Such sub-servicing
agreement (a) may be terminated without cause and without payment of any fee and (b) shall also provide that such sub-servicer
shall agree to become the master servicer under a separate servicing agreement for the applicable Serviced Loan Combination in
the event that such Serviced Loan Combination is no longer to be serviced and administered hereunder, which separate servicing
agreement shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions
substantially similar to the corresponding provisions of this Agreement, except for the fact that the applicable Serviced Loan
Combination and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source
of funds thereunder. If any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder
in accordance with this Section 7.01(d) shall at any time resign or be terminated, the Master Servicer shall be required
to promptly appoint a substitute sub-servicer and obtain a Rating Agency Confirmation. In the event a successor Master Servicer
is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.01(d),
the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer
shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.


 


(e)          If the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer has received written notice (which, for the purposes of this clause
(e), shall include any publications by Moody’s, Fitch or KBRA of which the Trustee, the Certificate Administrator or
any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from Moody’s, Fitch or KBRA that
the Master Servicer or the Special Servicer no longer is an approved master servicer or approved special servicer, as applicable,
then such party shall promptly notify the others, and the Certificate Administrator shall notify the related Serviced Companion
Loan Holder, to the extent known to the Certificate Administrator, of the same.


 






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Section
7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer
or the Special Servicer receives a notice of termination pursuant to Section 7.01, the Trustee shall, subject to the
following provisions of this Section 7.02, be its successor in all respects in its capacity as Master Servicer or
Special Servicer 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 Master Servicer or Special Servicer by the terms and provisions hereof; provided, however,
that (i) the Trustee shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission
of the Master Servicer or Special Servicer 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 moneys shall not be considered a default by such successor hereunder. The Trustee, as successor Master
Servicer or successor Special Servicer, shall be indemnified to the full extent provided the Master Servicer or Special
Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s
termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of
the predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or
Special Servicer. The Trustee shall not be liable for any of the representations, liabilities or warranties of the Master
Servicer or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor
Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the
Master Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be required to purchase any Mortgage
Loan or Serviced Loan Combination hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor
Special Servicer shall be entitled to the Servicing Fee or Special Servicing Compensation, as applicable, and all funds
relating to the Mortgage Loans and Serviced Companion Loans that accrue after the date of the Trustee’s succession to
which the Master Servicer or Special Servicer would have been entitled if the Master Servicer or Special Servicer, as
applicable, had continued to act hereunder. In the event any Advances made by the Master Servicer and the Trustee shall
at any time be outstanding, or any amounts of interest thereon shall be accrued and unpaid, all amounts available to repay
Advances and interest hereunder shall be applied entirely to the Advances made by the Trustee (and the accrued and unpaid
interest thereon), until such Advances and interest shall have been repaid in full. Notwithstanding the above and subject to Section
6.08, 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
Certificates entitled to at least 25% of the aggregate Voting Rights so request in writing to the Trustee, or if the Rating
Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint, or petition a
court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which a Rating Agency
Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer,
as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), as the successor to the Master
Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer or Special Servicer hereunder; provided that, the related Outside
Controlling Note Holder shall have the right to approve a successor Special Servicer with respect to any Serviced Outside
Controlled Loan Combination, and prior to the occurrence and continuance of a Control Termination Event, the Controlling
Class Representative shall have the right to approve a successor Special Servicer with respect to


 






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the
other Serviced Loans. No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until
(i) the assumption by such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and
liabilities hereunder and (ii) in the case of the appointment of a successor Special Servicer, the Depositor and, if applicable,
each related Other Depositor shall have received the written notice and information with respect to such successor Special Servicer
as set forth in Section 10.02(a). Pending appointment of a successor to the Master Servicer (or the Special Servicer if
the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the
Trustee shall act in such capacity as herein above provided. Pending the appointment of a successor to the Special Servicer, unless
the Master Servicer is also the Special Servicer, the Master Servicer shall act in such capacity. 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 Mortgage Loans and Serviced Companion Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted the Terminated Party hereunder; provided, further, 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 treated as
Realized Losses; and provided, further that, for so long as no Consultation Termination Event has occurred and is
continuing, the Trustee shall consult with the Controlling Class Representative (and, if a Serviced Outside Controlled Loan Combination
is affected, the Trustee shall consult with the related Outside Controlling Note Holder) prior to the appointment of a successor
to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The Depositor, the Trustee, the Master
Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession.


 


If the Trustee or an Affiliate
acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce the Excess Servicing Fee
Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise
be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the terminated Master Servicer
other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that
meets the requirements of this Section 7.02.


 


Section 7.03     Notification
to Certificateholders.


 


(a)          Upon any termination pursuant
to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer, the Certificate Administrator
shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register,
to the Serviced Companion Loan Holders, and electronically, for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information Provider.


 


(b)          Within 30 days after the
occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Certificate
Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all


 






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Holders
of Certificates and any affected Serviced Companion Loan Holder (to the extent the Certificate Administrator has received the
notice information for such Serviced Companion Loan Holder after a request therefor) and electronically, for posting to the Rule
17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information Provider
notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating
Advisor Termination Event shall have been cured or waived.


 


Section 7.04     Other
Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination Event
shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, 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 Serviced 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 defaulting Master Servicer or Special
Servicer, as applicable. If the Master Servicer or Special Servicer, as applicable, fails to remedy, after the presentation of
reasonable documentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection
Account or the Loan Combination Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A
of this Agreement; provided that the Master Servicer or the Special Servicer, as applicable, shall not be relieved of such
liability for such expenses, costs and liabilities. 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 of the Master Servicer or the Special Servicer.


 


Section 7.05     Waiver
of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates evidencing
not less than 66-2/3% of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part
of a Special Servicer, with respect to the related Serviced Loan Combination only, by each affected Serviced Companion Loan Holder)
may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master Servicer, Special
Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations
hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits (including,
with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Loan Combination Custodial
Account or the Lower-Tier REMIC Distribution 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 any Servicer Termination Event or Operating
Advisor 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 consequent thereon. Any costs and expenses incurred
by the Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, promptly upon


 






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demand
therefor and if not reimbursed to the Certificate Administrator within 90 days of such demand, from the Trust Fund; provided
that the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing,
(a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this Agreement may be
waived only by all of the Certificateholders of the affected Classes (considering each Class of the Class A-S, Class B and Class
C Certificates together with the Class EC Component of the same alphabetical designation as a single “Class” for such
purpose), and (b) a Servicer Termination Event under Section 7.01(a)(x) of this Agreement may be waived only with the consent
of the Depositor, together with (in the case of each of clauses (a) and (b)) the consent of each Serviced Companion Loan Holder,
if any, that is affected by such Servicer Termination Event.


 


The foregoing paragraph notwithstanding,
if the Holders representing at least the requisite percentage of the Voting Rights allocated to each affected Class of Certificates
desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion Loan Holder related to a Serviced
Loan Combination (if adversely affected thereby) does not wish to waive that Servicer Termination Event, then those Certificateholders
may still waive that Servicer Termination Event, and the applicable Serviced Companion Loan Holder will be entitled to require
that the Master Servicer appoint, within 60 days of the applicable Serviced Companion Loan Holder’s request, a sub-servicer
(or, if the applicable Serviced Loan Combination is currently being subserviced, to replace, within 60 days of the applicable Serviced
Companion Loan Holder’s request, the then current sub-servicer with a new sub-servicer) with respect to the applicable Serviced
Loan Combination. In connection with the Master Servicer’s appointment of a sub-servicer at the request of a Serviced Companion
Loan Holder in accordance with this Section 7.05, the Master Servicer shall obtain a Rating Agency Confirmation from each
Rating Agency at the expense of the Serviced Companion Loan Holder. The related sub-servicing agreement shall provide that any
sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with this Section
7.05 shall be responsible for all duties, and shall be entitled to all compensation , of the Master Servicer under this Agreement
with respect to the applicable Serviced Loan Combination, except that the Master Servicer shall be entitled to retain a portion
of the Servicing Fee for the related Mortgage Loan equal to any related Excess Servicing Fee. Such Sub-Servicing Agreement (a)
may be terminated without cause and without the payment of any fee and (b) shall also provide that such sub-servicer shall become
the master servicer under a separate servicing agreement for the applicable Serviced Loan Combination in the event that the Serviced
Loan Combination is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing
and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the
corresponding provisions of this Agreement, except for the fact that the applicable Serviced Loan Combination and the related Mortgaged
Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer
(a) may be terminated without cause and without the payment of any fee and (b) shall meet the requirements of Section 3.01
of this Agreement. If any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance
with this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint
a substitute sub-servicer with respect to which a Rating Agency Confirmation has been obtained at


 






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the
expense of the applicable resigning or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide),
and if the resigning or terminated sub-servicer fails to cover such expense, the Master Servicer shall do so. In the event a successor
Master Servicer is acting hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this
Section 7.05, the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment
of such sub-servicer shall be responsible for all costs incurred in connection with such termination, including the payment of
any termination fee.


 


Section 7.06     Termination
of the Operating Advisor.


 


(a)          An “Operating
Advisor Termination Event” means any one of the following events whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body:


 


(i)           any failure
by the Operating Advisor to observe or perform in any material respect any 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 Operating Advisor by the Trustee or to the Operating
Advisor and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding
Certificates; provided, however, that with respect to any such failure which is not curable within such 30-day period,
the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced
to cure such failure with the initial 30-day period and has provided the Trustee and the Certificate Administrator with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)          any failure
by the Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor Standard
which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure is given
to the Operating Advisor by any party to this Agreement;


 


(iii)         any failure
by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of 30 days;


 


(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 Operating Advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of 60 days;


 


(v)          the Operating
Advisor 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


 






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relating
to the Operating Advisor or of or relating to all or substantially all of its property; or


 


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


 


Upon receipt by the Certificate
Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly
provide written notice to all Certificateholders by posting such notice on its internet website, unless the Certificate Administrator
has received notice that it has been remedied. If an Operating Advisor Termination Event shall occur then, and in each and every
such case, so long as such Operating Advisor Termination Event shall not have been remedied, either the Trustee (i) may or (ii)
upon the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights of each Class of Non-Reduced
Certificates, the Trustee shall, terminate all of the rights and obligations of the Operating Advisor under this Agreement, other
than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to
it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by
notice in writing to the Operating Advisor. Notwithstanding anything herein to the contrary, the Depositor shall have the right,
but not the obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of which
the Depositor becomes aware.


 


(b)          Upon (i) the written direction
of holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced Certificates requesting a vote
to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating Advisor
and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate
Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof
to the Operating Advisor and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing such
notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Operating Advisor. Upon the
written direction of holders of Certificates evidencing more than 50% of the Voting Rights of the Non-Reduced Certificates that
exercise their right to vote (provided that Holders of at least 50% of the Voting Rights of the Non-Reduced Certificates
exercise their right to vote), the Trustee shall terminate all of the rights and obligations of the Operating Advisor under this
Agreement by notice in writing to the Operating Advisor. The provisions set forth in the foregoing sentences of this Section
7.06(b) shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other.
The Operating Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions.
As between the Operating Advisor, 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 Operating Advisor. The Certificate
Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may
access notices on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner may register to
receive e-mail notifications when such notices are posted on the Certificate


 






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Administrator’s
Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders
for the reasonable expenses of posting such notices.


 


(c)          On or after the receipt
by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority and power under
this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any and all documents
and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes
of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1) the Operating Advisor
resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances contemplated in Section
6.04(d) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers such written notice of
termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an Eligible Operating Advisor,
which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed Operating Advisor in the case of
a termination pursuant to Section 7.06(b) of this Agreement; provided, however, that if the Trustee is the
successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall be the successor Operating
Advisor. The Trustee shall provide written notice of the appointment of an Operating Advisor to the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Depositor , any related Outside Controlling Note Holder and,
if a Consultation Termination Event does not exist, the Controlling Class Representative within one Business Day of such appointment,
and the Certificate Administrator shall provide written notice of such appointment to each Certificateholder within one Business
Day of the receipt of such notice of appointment from the Trustee. Except as contemplated by Section 7.06(b) of this Agreement,
the appointment of a successor Operating Advisor shall not be subject to the vote, consent or approval of the holder of any Class
of Certificates.


 


The Operating Advisor shall not
at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate of any of them. If any of such
entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating Advisor
shall immediately resign or cause an assignment under Section 6.04 of this Agreement and the Trustee shall appoint a successor
Operating Advisor subject to and in accordance with this Section 7.06(c), which successor Operating Advisor may be an Affiliate
of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating Advisor within 30 days of
the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. Unless and until a replacement
Operating Advisor is appointed, no party shall act as the Operating Advisor and the provisions in this Agreement relating to consultation
with respect to the Operating Advisor shall not be applicable until a replacement Operating Advisor is appointed hereunder.


 


(d)          Upon any resignation or
termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor, the Trustee shall,
as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who
shall, as soon as possible, give written notice thereof to the Certificateholders), the Depositor, any related Outside Controlling
Note Holder, the Controlling Class Representative (if a Consultation Termination Event does not exist) and, for posting to the


 






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Rule
17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider.
In the event that the Operating Advisor resigns or is terminated, all of its rights and obligations under this Agreement shall
terminate, other than any rights or obligations that accrued prior to the date of such resignation or termination (including the
right to receive all amounts accrued and owing to it under this Agreement) and other than any rights to indemnification arising
out of events occurring prior to such resignation or termination.


 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section 8.01     Duties of
the Trustee and the Certificate Administrator.


 


(a)          The Trustee, prior to
the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge and after the
curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During the
continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee, subject
to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs. The Certificate 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.


 


(b)          Each of the Trustee and
the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically required
to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine them to
determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth herein;
provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy
or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument provided to it
hereunder if accepted in good faith. If any such instrument is found not to conform on its face to the requirements of this Agreement
in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request a corrected instrument, and if
the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable satisfaction,
the Certificate Administrator (if the Certificate Administrator requested the corrected instrument or upon direction from the Trustee
if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders.


 


(c)          Neither the Trustee, the
Certificate Administrator nor any of their respective officers, directors, employees, agents or “control” persons within
the meaning of the


 






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Act
shall have any liability arising out of or in connection with this Agreement, provided that, subject to Section 8.02
of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator,
as applicable, or any such person, from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct or its own bad faith; and provided, further, that:


 


(i)           Prior to
the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the Trustee
has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the Trustee nor
the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate
Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee or 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 resolutions, certificates, statements, reports, opinions, documents, orders or other instruments furnished
to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements of this Agreement
without responsibility for investigating the contents thereof;


 


(ii)           Neither
the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was
negligent in ascertaining the pertinent facts;


 


(iii)          Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% of the
Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or
the Certificate Administrator, as applicable, under this Agreement;


 


(iv)          Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons
shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person
as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee
or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or any
act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan Holder,
the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation, in connection
with actions taken pursuant to this Agreement;


 






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(v)           Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s
or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach
by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein;
provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action
related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders hereunder;


 


(vi)          Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such act,
failure to act or breach or receives written notice of such act, failure to act or breach from any other party to this Agreement,
any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative;
and


 


(vii)         Except
in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud,
in no event shall the Trustee or the Certificate Administrator, as applicable, be liable for special, punitive, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator,
as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


None of the provisions contained
in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee or the Certificate Administrator,
as applicable, to expend or risk its own funds, or otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate Administrator,
as applicable, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
None of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the
manner of performance of, any of the obligations of the Master Servicer (other than the obligations to make Advances under Sections
3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator, the Operating Advisor or the
Asset Representations Reviewer under this Agreement, except 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 Master Servicer or the Special Servicer in accordance with
the terms of this Agreement. None of the provisions contained in this Agreement shall in any event require the Certificate


 






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Administrator
to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor or the Asset Representations Reviewer under this Agreement. Neither the Trustee nor the Certificate
Administrator shall be required to post any surety or bond of any kind in connection with its performance of its obligations under
this Agreement and neither the Trustee nor the Certificate Administrator shall be liable for any loss on any investment of funds
pursuant to this Agreement (other than any funds invested with it in its commercial capacity or at its discretion).


 


(d)        The Operating Advisor,
the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation
of whether any Control Termination Event or Consultation Termination Event occurred during the previous calendar year and the Certificate
Administrator shall deliver such confirmation, based on information in its possession, to the requesting party within ten (10)
Business Days of such request. Further, the Certificate Administrator shall post a “special notice” on the Certificate
Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the commencement or cessation
of any Control Termination Event or Consultation Termination Event.


 


Section 8.02     Certain Matters
Affecting the Trustee and the Certificate Administrator.


 


(a)        Except as otherwise provided
in Section 8.01 of this Agreement:


 


(i)         Each of
the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator shall
have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)        Each of
the Trustee and the Certificate Administrator may consult with counsel and the 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 the written advice of such counsel or Opinion of Counsel;


 


(iii)       (A)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation 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 the Trustee or the Certificate Administrator, as applicable, against the costs, expenses and liabilities
which may be incurred therein or thereby; and


 


(B)          the right
of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement shall


 






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not
be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than its negligence
or willful misconduct in the performance of any such act;


 


provided that subject to the foregoing
clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination
Event (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, 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, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith
and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;


 


(v)           Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment
within a reasonable time to the Trustee or the Certificate Administrator, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator,
as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded
to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity
against such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation
shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination Event
or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special Servicer
or the Operating Advisor, respectively and if such investigation results from such Servicer Termination Event or Operating Advisor
Termination Event, 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 but shall not be relieved of its obligations hereunder; and


 


(vii)         For purposes
of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only when a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains actual knowledge
of such event.


 






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(b)          Following the Startup
Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of this Agreement,
accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable, shall have
received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution) to
the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding or subject
a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.


 


(c)          All rights of action under
this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator, as applicable, may
be enforced by it 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 shall be brought in its name for the benefit
of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither the Trustee nor the Certificate
Administrator shall have any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the
repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes
of this Agreement.


 


(d)          Neither the Trustee nor
the Certificate Administrator shall be responsible for delays or failures in performance resulting from acts beyond its control
(such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)          Each of the Rule 17g-5
Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar shall be entitled to the same rights, indemnities,
immunities, benefits (other than compensation), privileges and protections afforded to the Certificate Administrator hereunder
in the same manner as if such party were the named Certificate Administrator herein mutatis mutandis.


 


(f)          The Custodian shall be
entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded to
the Trustee hereunder in the same manner as if such party were the named Trustee herein mutatis mutandis.


 


(g)          Notwithstanding anything
to the contrary herein, any and all e-mail communications (both text and attachments) by or from the Trustee or the Certificate
Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential, proprietary, and/or
sensitive information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted e-mail communication
will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will
be included in the first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail Recipient.


 


(h)          No provision of this Agreement
or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate Administrator to take or
omit to


 






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take
any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations under the Loan Documents,
or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action
to be taken or omitted would violate applicable law binding upon it (which determination may be based on Opinion of Counsel).


 


(i)          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 (for purposes of this clause (i), “Applicable Law”), each of the Trustee and the Certificate Administrator is required
to obtain, verify, record and update certain information relating to individuals and entities that maintain a business relationship
with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties hereto 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 or the Certificate Administrator, as applicable,
to comply with Applicable Law.


 


Section 8.03     Neither
the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. 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, the Certificate Administrator, the Master Servicer, the Special Servicer or the
Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating
Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer and the Operating Advisor make no representations or warranties as to the validity or sufficiency of this Agreement,
of the Certificates or any prospectus used to offer the Certificates for sale or the validity, enforceability or sufficiency of
any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility
or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage Loan, or the perfection
and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement. Without
limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible for: the existence,
condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance thereon (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof; the existence of any Mortgage
Loan or the contents of the related Mortgage File on any computer or other record thereof (other than if the Trustee shall assume
the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer); the validity of the assignment of any Mortgage Loan to the Trust Fund or of
any intervening assignment; the completeness of any Mortgage File (except for its review thereof pursuant to Section 2.02);
the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer
or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer
or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer


 






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or
the Operating Advisor with any warranty or representation made under this Agreement or in any related document or the accuracy
of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of moneys by or at the direction of the Master Servicer or any loss resulting
therefrom (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section
7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer), it being understood that
the Trustee shall remain responsible for any Trust Fund property that it may hold in its individual capacity; the acts or omissions
of any of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume
the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor; any action of the Master Servicer, the
Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special
Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer)
or any Sub-Servicer taken in the name of the Trustee except to the extent such action is taken at the express written direction
of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer to act or perform any duties required
of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by or omission of the Trustee taken at
the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Master
Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master
Servicer or Special Servicer) unless the taking of such action is not permitted by the express terms of this Agreement; provided,
however, that the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable, of its obligation
to perform its duties as specifically set forth in this Agreement. 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 the sale of such Certificates,
or for the use or application of any funds paid to the Depositor, the Master Servicer or the Special Servicer in respect of the
Mortgage Loans or deposited in or withdrawn from the Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier
REMIC Distribution Account, the Lock Box Account, the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, the Excess Interest Distribution Account or any other account maintained by or on behalf of the Master Servicer
or the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the
Trustee nor the Certificate Administrator shall have responsibility for filing any financing or continuation statement 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
(unless in the case of the Trustee, the Trustee shall have become the successor Master Servicer) or to record this Agreement.
In making any calculation hereunder which includes as a component thereof the payment or distribution of interest for a stated
period at a stated rate “to the extent permitted by applicable law,” the Trustee or the Certificate Administrator,
as applicable, shall assume that such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator,
as applicable, has actual knowledge, or receives an Opinion of Counsel (at the expense of the Person asserting the impermissibility)
to the effect that such payment is not permitted by applicable law.


 


Section 8.04     Trustee
and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of the Trustee
or the Certificate


 






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Administrator,
each, in its individual capacity or any other capacity, may become the owner or pledgee of Certificates, and may deal with the
Depositor and the Master Servicer in banking transactions, with the same rights it would have if it were not Trustee, the Certificate
Administrator or such agent, as the case may be.


 


Section 8.05     Payment of
Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)          As compensation for the
performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator Fee, which
shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance of its
duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee, which shall
cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator shall
pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator
Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which in each case
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the
Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them in
the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee or
the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect
to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special
Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer,
the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would
have been entitled.


 


(b)          Each of the Trustee and
the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable expenses, disbursements
and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or the Certificate Administrator,
as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not regularly in its employ) to the extent such payments are
“unanticipated expenses” as described in clause (d) below, except any such expense, disbursement or advance as may
arise from its negligence, bad faith or willful misconduct; provided, however, that, subject to Section 8.01
and Section 8.02 of this Agreement, neither the Trustee nor the Certificate Administrator shall refuse to perform any of
its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate Administrator Fee or the Trustee’s
expenses or the Certificate Administrator’s expenses, as applicable.


 


The Master Servicer and the Special
Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred or made by the Trustee
in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special Servicer, respectively,
hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, in
accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its


 






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counsel
and all other persons not regularly in its employ), except any such expenses as may arise from the negligence or bad faith of
the Trustee.


 


(c)          Each of the Paying Agent,
the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee, the Depositor,
the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify the Trustee, the
Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective
Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating Agent, the Trustee,
the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each, an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain
in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the
Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified
Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective willful misconduct, bad
faith, fraud and/or negligence in the performance of each of its respective obligations or duties hereunder or by reason of negligent
disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating Agent, the Trustee,
the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each of the Master Servicer and the
Special Servicer and its Affiliates and each of the directors, officers, employees and agents of each of the Master Servicer and
the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”), and hold each of them harmless
against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain in connection with this Agreement
(including, without limitation, reasonable fees and disbursements of counsel incurred by the Servicer Indemnified Party in any
action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Custodian
or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer Indemnified Party and
any third party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s, the Certificate
Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct, bad faith, fraud
and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard of its respective
obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian,
the Certificate Administrator and the Trustee shall indemnify the Depositor, any employee, director or officer of the Depositor,
and the Trust Fund and hold the Depositor, any employee, director or officer of the Depositor, and the Trust Fund harmless against
any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred
by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance of the obligations
or duties of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator
or the Trustee, as the case may be, or by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s,
the Certificate Registrar’s, the Custodian’s, the Certificate Administrator’s or the Trustee’s, as the
case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Authenticating Agent, the Paying


 






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Agent,
the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, of any of its representations
or warranties contained herein.


 


(d)          The Trust Fund shall indemnify
each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party
may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel and
of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between the Trust Fund
and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement
or the Certificates, in each case to the extent and only to the extent, such payments are expressly reimbursable under this Agreement,
or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence, fraud, bad faith or willful
misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii) except to the extent
such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party is entitled to indemnification
pursuant to Section 8.05(c). The term “unanticipated expenses” shall include any fees, expenses and disbursements
of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or certificate administrator appointed hereunder,
only to the extent such fees, expenses and disbursements were not reasonably anticipated as of the Closing Date, and the losses,
liabilities, damages, claims or incremental expenses (including reasonable attorneys’ fees) incurred or, except in the case
of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection with (i) a default under any Mortgage
Loan and (ii) any litigation arising out of this Agreement, including, without limitation, under Section 2.03, Section
3.10, the third paragraph of Section 3.11, Section 4.05 and Section 7.01 of this Agreement. The right
of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.


 


(e)          Notwithstanding anything
herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation
or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to such resignation
or removal and (with respect to any acts or omissions during their respective tenures) the resignation, removal or termination
of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate Registrar or the Custodian.


 


(f)          This Section 8.05
shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses, disbursements, advances,
losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental matter.


 


Section 8.06     Eligibility
Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder
shall at all times be a corporation or association organized and doing business under the laws of any state or the United States
of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,
having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority,
and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an


 






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Underwriter
and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02 , the Master
Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured long term debt of at least (A) “A-”
by Fitch and (B) “A1” by Moody’s (or “A2” by Moody’s if the Trustee has a short term debt
rating of at least “P-1” from Moody’s); provided, however, that Deutsche Bank Trust Company Americas
as the initial trustee will be deemed to have met the eligibility requirements in (A) and (B) above for so long as (a) it has
a rating on its long-term unsecured debt of at least “Baa2” by Moody’s and “BBB” by Fitch, (b) it
has a rating on its short-term debt obligations of at least “P-2” by Moody’s and “F2” by Fitch,
and (c) the Master Servicer has a rating on its long-term senior unsecured debt of at least “A2” by Moody’s
and “A+” by Fitch (or such other rating with respect to which the applicable Rating Agency has provided a Rating Agency
Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured long term debt of at least
(A) “BBB+” by Fitch and (B) “Baa2” by Moody’s (or such other rating with respect to which the applicable
Rating Agency has provided a Rating Agency Confirmation). 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. If a corporation or association 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 corporation 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 Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions)
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 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator,
as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case
at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this
Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect
specified in Section 8.07.


 


Section 8.07     Resignation
and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at
any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificateholders,
the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
12.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such notice of resignation, the Master Servicer shall promptly
appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided
a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, and the successor Trustee or
Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator, as applicable, shall have been
so appointed and have accepted appointment within 90 days after the giving of such notice of resignation, the resigning Trustee
or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor
Trustee or Certificate Administrator, as applicable, and such petition will be an expense of the Trust Fund. Except as set forth
in the immediately preceding


 






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sentence,
the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each
other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning
Mortgage Loans by reason of change in Trustee).


 


If at any time either the Trustee
or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Depositor or Master Servicer, or if at any time either the Trustee or the
Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly
appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, which shall be delivered to
the Trustee or the Certificate Administrator, as applicable, so removed and to the successor Trustee or Certificate Administrator,
as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights of all of the Certificates may at any
time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate
Administrator, as applicable, by written instrument or instruments, in five originals, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer,
one complete set to the Trustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate
Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or Certificate Administrator, as
applicable, so removed and one complete set to the successor Trustee or Certificate Administrator, as applicable, so appointed,
and a copy thereof shall be delivered to the Serviced Companion Loan Holders.


 


In the event that the Trustee
or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations
under this Agreement and in and to the Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and
other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to
periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment
of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator,
as applicable, will bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection
with its termination or removal; provided that if the Trustee or the Certificate Administrator, as applicable, is terminated
without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided in the
immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the Trustee
or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if
applicable, custody of any Mortgage Files in its possession) of the Trustee or Certificate Administrator, as applicable, to a successor
trustee or certificate administrator.


 






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Any resignation or removal of
the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable,
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08 and (ii) the filing
by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the
fifth paragraph of Section 10.07.


 


Upon the resignation or upon
the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07),
at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned
or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation
or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage
Trust 2016-GC37, Commercial Mortgage Pass Through Certificates, Series 2016-GC37” or in blank, and (B) in the case of the
other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate)
to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage
Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has
been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master
Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed
without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the
successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as
no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance
of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation
with the Controlling Class Representative).


 


Section 8.08     Successor
Trustee or Successor Certificate Administrator.


 


(a)          Any successor Trustee
or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver
to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable,
as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor
Trustee or Certificate Administrator, as applicable, 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, as applicable,
herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment
of such successor Trustee or Certificate Administrator. The predecessor Trustee (or a Custodian on its behalf) shall deliver to
the successor Trustee all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute
and deliver such instruments and do such other things as may


 






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reasonably
be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable,
all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as
provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator,
as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset
Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator.


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall
mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such
notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee
or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.


 


(b)          Any successor Trustee
or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section
8.06 hereof.


 


Section 8.09     Merger
or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate Administrator
may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be consolidated, or
any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator, as applicable,
shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator, as
applicable, shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such entity
shall be eligible under the provisions of Section 8.06 without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


Section 8.10     Appointment
of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Trust Fund, the assets thereof or any property securing the same
may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons to act (at the expense of (i) the Trustee, if the need to appoint such co-trustee(s)
arises from any change in or matter relating to the identity, organization, status, power, conflicts, internal policy or other
development or matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises
from a change in applicable law or the identity, status or power of the Trust Fund; provided, however, that in the
event the need to appoint such co-trustee(s) arises from a combination of the events described in clause (i) and clause
(ii), the expense shall be split evenly between the Trustee and the Trust Fund; and provided, further, that in the
event the need to appoint such co-trustee(s) arises from none of the events described in clause (i) and clause (ii), such appointment
shall be at the expense of the Trust Fund) as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such


 






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capacity,
such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the Depositor
shall not be in existence or shall not have joined in such appointment within 15 days after the receipt by it of a request so
to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to
make such appointment. Except as required by applicable law, the appointment of a co-trustee or separate trustee shall not relieve
the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee or separate trustee hereunder shall
be required to meet the terms of eligibility as a successor Trustee under Section 8.06 hereunder and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.


 


In the case of any appointment
of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without
the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts
are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of
title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee
or co-trustee solely at the direction of the Trustee.


 


The Depositor and the Trustee
acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate trustee
or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate trustee
or co-trustee.


 


Any notice, request or other
writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. In no event shall any such separate trustee or co-trustee be entitled to any provision relating to the conduct of,
affecting the liability of, or affording protection to, such separate trustee or co-trustee that imposes a standard of conduct
less stringent than that imposed on the Trustee hereunder, affording greater protection than that afforded to the Trustee hereunder
or providing a greater limit on liability than that provided to the Trustee hereunder.


 


Any separate trustee or co-trustee
may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any


 






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separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.


 


Section 8.11     Access to
Certain Information.


 


(a)          The Certificate Administrator
and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related Directing Holder) access
to any documentation (other than any Privileged Information) regarding the Mortgage Loans or the other assets of the Trust Fund
that are in its possession or within its control. 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 or the Custodian.


 


(b)          The Certificate Administrator
shall maintain at its offices (or, in the case of the Mortgage Files, the Trustee shall maintain or cause to be maintained at its
offices or the offices of a custodian appointed by it) (and, upon reasonable prior written request and during normal business hours,
shall make available or cause to be made available) for review by any Privileged Person originals and/or copies of the following
items (to the extent such items were prepared by or delivered to the Certificate Administrator (or the Trustee or a Custodian appointed
by it, as applicable)):


 


(i)           the Prospectus;


 


(ii)          this Agreement,
each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase Agreements
and any amendments and exhibits hereto or thereto;


 


(iii)         all Certificate
Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;


 


(iv)         all Distribution
Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders pursuant
to Section 4.02 of this Agreement since the Closing Date;


 


(v)          the annual
assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section
10.10 of this Agreement;


 


(vi)         the annual
independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer to
the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


 


(vii)        the most
recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


 






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(viii)       any and
all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth in clauses (i)
and (ii) thereof was satisfied;


 





(ix)         the Mortgage
Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced Loan Combinations)
entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside Special Servicer
and delivered to the Trustee (or a Custodian on its behalf) pursuant to Section 3.24 of this Agreement;


 


(x)          the summary
of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this Agreement
and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special
Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information
specified in Section 4.02(b) of this Agreement;


 


(xi)         any and
all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master
Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xii)        notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments
of successors thereto);


 


(xiii)       all Special
Notices;


 


(xiv)       any Third
Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


 


(xv)        any other
information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


 


The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence.


 


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 






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Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section 9.01     Termination;
Optional Mortgage Loan Purchase.


 


(a)          The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and
the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders
as hereinafter set forth and to make any required remittances to the Serviced Companion Loan Holders in the month in which the
final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur
of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates
of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (c),
(ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that 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. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account
by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


(b)          In connection with a termination
contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall be terminated and the assets of the
Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith, pursuant to a “plan of complete liquidation”
within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated by the provisions hereof pursuant to which
the applicable Notice of Termination is given and requiring that the assets of the Lower-Tier REMIC shall be sold for cash and
that each such Trust REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date of adoption
of the plan of complete liquidation. For purposes of this Section 9.01(b), the Notice of Termination given pursuant to Section
9.01(c) shall constitute the adoption of the plan of complete liquidation as of the date such notice is given, which date shall
be specified by the Certificate Administrator in the final federal income tax returns of each Trust REMIC. Notwithstanding the
termination of the Trust REMICs, or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax
Returns for the Trust REMICs and for the Grantor Trust for the period ending with such termination, and shall maintain books and
records with respect to the Trust REMICs and the Grantor Trust for the period for which it maintains its own tax returns or other
reasonable period.


 


(c)          The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of


 






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such
Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50%
Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master Servicer shall
notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then
included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price (excluding
the amount described in clause (f) of the definition of “Purchase Price”) of all the Mortgage Loans (exclusive
of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any,
included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special
Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee
and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling Class representing greater
than 50% of the Certificate Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify
and hold harmless the Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other
than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud
or negligence in the performance of duties of any party to this Agreement or by reason of negligent disregard of the obligations
or duties hereunder of any party to this Agreement, or (ii) the breach by any party to this Agreement of any of its representations
or warranties contained herein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an early
termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative and each
Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate Administrator
(who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to do so in writing
at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties to this Agreement
or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to this
Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder. The Certificate Administrator shall
be entitled to rely conclusively on any determination made by an Appraiser pursuant to this subsection (c).


 






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(d)          If the Trust Fund has
not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01, the Certificate Administrator
shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably anticipates, based
on information with respect to the Mortgage Loans previously provided to it, that the final distribution will be made (i) to the
Holders of outstanding Regular Certificates, and to the Trustee in respect of the Lower-Tier Regular Interests, notwithstanding
that such distribution may be insufficient to distribute in full an amount equal to the remaining Certificate Balance or Lower-Tier
Principal Balance, as applicable, of each such Class of Certificates and Lower Tier Regular Interest, together with amounts required
to be distributed on such Distribution Date pursuant to Section 4.01 of this Agreement (or, if no such Regular Certificates
or any Class EC Regular Interests are then outstanding, to the Holders of the Class R Certificates) and (ii) to the Holders of
the Grantor Trust Certificates, of any amount remaining in the Collection Account, the Lower-Tier REMIC Distribution Account, the
Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Exchangeable Distribution Account and/or the
Excess Liquidation Proceeds Reserve Account, as applicable, in any case, following the later to occur of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund or (b) the liquidation or disposition pursuant to Section
3.17 of this Agreement of the last asset held by the Trust Fund.


 


(e)          Notice of any termination
of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to affected Certificateholders
at their addresses shown in the Certificate Register (with a copy to the Master Servicer, the Special Servicer and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider) as soon as practicable after the Certificate Administrator shall have received, given or been deemed to have received
a Notice of Termination but in any event not more than thirty days, and not less than ten days, prior to the Anticipated Termination
Date. The notice mailed by the Certificate Administrator to affected Certificateholders shall:


 


(i)           specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)          specify
the amount of any such final distribution, if known; and


 


(iii)         state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If the Trust Fund is not terminated
on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each affected
Certificateholder.


 


(f)           Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01 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


 






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the
remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation
in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice
any Certificate shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses
of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable
state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders
thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01.


 


(g)          For purposes of this Section
9.01, the Remaining Certificateholder shall have the first option to terminate the Trust Fund pursuant to subsection (h), and
then the Holders of the Controlling Class representing more than 50% of the Certificate Balance of the Controlling Class, and then
the Special Servicer, and then the Master Servicer, and then the Holders of Class R Certificates representing more than 50% of
the Percentage Interests in such Class, in each of the last four cases, pursuant to subsection (c).


 


(h)          Following the date on
which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount and the aggregate Certificate
Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates and the Class EC Regular Interests
are reduced to zero, the Remaining Certificateholder shall have the right to exchange all of its Certificates (but excluding the
Class R Certificates) for all of the Mortgage Loans and each REO Property (and including the Trust Fund’s interest in any
REO Property acquired with respect to the Outside Serviced Mortgage Loans) remaining in the Trust Fund as contemplated by clause
(ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days prior to the anticipated
date of exchange; provided that such Remaining Certificateholder shall pay the Master Servicer an amount equal to (i) the
product of (A) the Prime Rate, (B) the aggregate Certificate Balance of the then-outstanding Sequential Pay Certificates as of
the day of the exchange and (C) three, divided by (ii) 360. In the event that the Remaining Certificateholder elects to exchange
all of the Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property (and including
the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans) remaining in
the Trust Fund in accordance with the preceding sentence, such Remaining Certificateholder, not later than the Termination Date,
shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee hereunder through
the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account, the Exchangeable Distribution
Account or a Distribution Account, but only to the extent that such amounts are not already on deposit in the Collection Account.
Upon confirmation that such final deposits have been made and following the surrender of all remaining Certificates (other than
the Class R Certificates) by the Remaining Certificateholder on the Termination Date, the Custodian shall, upon receipt of a Request
for Release from the Master Servicer, release or cause to be released to the Remaining


 






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Certificateholder
or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Remaining Certificateholder as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties (and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside
Serviced Mortgage Loans) remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section
9.01. Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the
making of certain payments to Certificateholders and Serviced Companion Loan Holders, sending of certain notices, the maintenance
of books and records and the preparation and filing of final tax returns), shall terminate. Such transfers shall be subject to
any rights of any Sub-Servicers to service (or to perform select servicing functions with respect to) the Mortgage Loans. For
federal income tax purposes, the Remaining Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC
for an amount equal to the remaining Certificate Balance of its remaining Certificates (other than the Class R Certificates),
plus accrued and unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributed in respect of the Lower-Tier Regular Interests and such Certificates. The remaining Mortgage Loans and REO Properties
(or the Trust’s interests therein) are deemed distributed to the Remaining Certificateholder in liquidation of the Trust
Fund pursuant to this Section 9.01.


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01     Intent of
the Parties; Reasonableness. The parties hereto acknowledge
and agree that the purpose of Article X of this Agreement is to facilitate compliance by the Depositor and any Other Depositor
with the provisions of Regulation AB and the related rules and regulations of the Commission. 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 Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37,
and any Serviced 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 the Depositor or any Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such
disclosures relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations


 






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Reviewer,
the Custodian, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage
Loans, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.


 


Section 10.02     Succession;
Sub-Servicers; Subcontractors.


 


(a)          For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements
contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer, the Special Servicer
or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer” as contemplated by
Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator under this Agreement by any Person (i) into which
the Master Servicer, the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii)
which may be appointed as a successor to the Master Servicer, the Special Servicer, any such Sub-Servicer or Certificate Administrator,
the Certificate Administrator (or, in the case of a successor to the Certificate Administrator, the Trustee) shall provide to the
Depositor, as well as 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, otherwise no later than one (1) Business Day after such effective
date, (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 the Depositor and each such Other Depositor, all information relating to such
successor (which such successor Master Servicer, Special Servicer, Sub-Servicer or Certificate Administrator shall be required
to provide) reasonably requested by the Depositor or 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). The Certificate Administrator (or the Trustee, if applicable) shall provide similar notice to the Depositor
and each such Other Depositor in connection with any resignation or termination of the Master Servicer, the Special Servicer, any
Sub-Servicer or the Certificate Administrator. In addition, with respect to each Serviced Companion Loan, the Certificate Administrator
shall comply with the Trust’s obligations under each Co-Lender Agreement (including with respect to the provision of any
required notices) in connection with any resignation, termination, replacement or appointment of the Master Servicer, the Special
Servicer, any Sub-Servicer or the Certificate Administrator or any successor thereto.


 


(b)          For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special
Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the Master Servicer, the Special
Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 10.02(b),
Section 10.02(c), Section 10.02(d) and Section 10.17, a “Servicer”) utilizes one or more
Subcontractors to perform certain of its obligations hereunder, such Servicer shall promptly upon request provide to the Depositor,
as well as any Other Depositor as to which the applicable Serviced Companion Loan is affected, a written description (in form and
substance satisfactory to the Depositor and each such Other Depositor) of the role and function of each Subcontractor that is a
Servicing Function Participant utilized by such Servicer during the preceding calendar year, specifying (i) the identity of such


 






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Subcontractor,
and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor.
Each Servicer shall cause any Subcontractor determined to be a Servicing Function Participant used by such Servicer for the benefit
of the Depositor to comply with the provisions of Section 10.09 and Section 10.10 of this Agreement to the same
extent as if such Subcontractor were such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of
each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause 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 10.09 and Section 10.10 of this Agreement, in each case, as and when required
to be delivered.


 


(c)          For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such Servicer
shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of
Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer
determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of Item
1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then 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 Master 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 Master Servicer or the Special
Servicer) or sub-servicing agreement (with respect to any other Servicer) 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 the Certificate Administrator,
as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


 


(d)          For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing and
subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages a Sub-Servicer or if
any other Servicer engages a sub-servicer, in each case, in connection with the performance of any of the duties of the Master
Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related Sub-Servicing Agreement
(with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) is
either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment to the Master Servicer)
or (ii) amended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable, determines that,
as a result of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become a “servicer”
within the meaning of Item 1101 of Regulation AB that (1) meets the


 






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criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services
20% or more of the pool assets, then the Master Servicer, the Special Servicer or such other Servicer, as applicable, shall provide
written notice of such amendment, modification or assignment to the Depositor and the Certificate Administrator, as well as 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 amendment, modification or assignment (or if such prior notice would be violative of applicable law or any applicable
confidentiality agreement, no later than the time required under Section 10.07 of this Agreement). Such notice shall contain
all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as
any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange
Act are required to be filed under the Exchange Act).


 


(e)          For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the succession
to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate Administrator
may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator, the Trustee
or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten (10) Business Days
prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable law or
any applicable confidentiality agreement, no later than the time required under Section 10.07 of this Agreement) and shall
furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing and in form and
substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for the Certificate
Administrator, the Trustee and each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02
of Form 8-K pursuant to Section 10.07 of this Agreement or otherwise (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


Section 10.03     Filing
Obligations.


 


(a)          The Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the
Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor
and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting
requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate
Administrator shall prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by the Exchange Act with respect
to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s
Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.


 






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(b)          In the event that the
Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act
Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D or 10-K
required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it
after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable,
but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then
in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other
Exchange Act Reporting Party thereof. In the case of Forms 10-D and 10-K, the Depositor and the Certificate Administrator will
thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25
of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that
any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof,
and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D needs to be amended, the Certificate Administrator
shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary
Form 10-D/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate
Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form
10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments
to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 10.04     Form
10-D Filings.


 


(a)          Within 15 calendar days
after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare
and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the
Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached
thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating
to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date
Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to
the following paragraph, be (i) reported by the parties set forth on Exhibit U to this Agreement to the Depositor, the Certificate
Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is
relevant for Exchange Act reporting purposes and


 






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(ii)
approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval.


 


For so long as the Trust or any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) 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) certain parties to this Agreement, as set forth on Exhibit U
to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting
Party and 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 the Certificate Administrator, the Depositor
and 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, (ii) the parties listed on Exhibit U 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 W-1 to this Agreement (except with respect to the reporting of balances of the Collection Account, the Loan Combination
Custodial Account(s) and REO Account(s) which shall be delivered in the form of Exhibit W-2 hereto, and the Special Servicer
shall provide in the form of Exhibit W-2 any information relating to any REO Account to be reported under “Item 9:
Other Information” on Exhibit U to the Master Servicer within four (4) calendar days after the related Distribution
Date) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D with respect to the Trust; provided that any Depositor’s approval pursuant to
this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to provide Additional Form
10-D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities
Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator has no duty under
this Agreement to monitor or enforce the performance by the parties listed on Exhibit U to this Agreement of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor
will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection with including
any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph.


 


(b)          The Certificate Administrator
shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(a) of this Agreement, (ii) a reference to the
most recent Form ABS-15G filed by the


 






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Depositor
and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver
to the Certificate Administrator, (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the
Commission’s assigned “Central Index Key” for each such filer, which information each Mortgage Loan Seller is
required to deliver to the Certificate Administrator pursuant to Section 6(i) of the applicable Loan Purchase Agreement, (iv)
to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit W-2
hereto for inclusion therein within the time period described in this Section 10.04, the balances of the Collection
Account, the Loan Combination Custodial Account(s) and REO Account(s) (to the extent the related information has been received
from the Special Servicer within the time period specified in this Section 10.04) and the Collection Account as of the
related Distribution Date and as of the immediately preceding Distribution Date and (v) the balances of the Distribution Accounts,
the Interest Reserve Account, the Excess Interest Distribution Account, Excess Liquidation Proceeds Reserve Account and the Exchangeable
Distribution Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date.


 


(c)          With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage Loan
and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
as applicable, substantially in the form of Exhibit W-3 (A) the amount of any such Additional Debt or mezzanine debt, as
applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated on the
basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated
on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


(d)          The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D for each
reporting period: Name: Richard Simpson, Telephone: (212) 816-5343. The Certificate Administrator may rely without further investigation
that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s
name and phone number in writing.


 


(e)          Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 11.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D relating to the Collection
Period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset
Representations Reviewer.


 


(f)           To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.07, the Certificate Administrator shall include on the Form 10-D relating to the
reporting period in which such request was received disclosure regarding the request to communicate, and such disclosure is required
to include the following


 






    	-403-



    	 



    

 


and
no more than the following: (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


(g)          After preparing a Form
10-D with respect to the Trust, the Certificate Administrator shall forward electronically a copy of such Form 10-D to the Depositor
for review. Within two (2) Business Days after receipt of such copy, but no later than the 9th calendar day after the
related Distribution Date or, if the 9th calendar day after the related Distribution Date is not a Business Day, the
immediately preceding Business Day, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-D. Within two (2) Business Days after receipt of such copy, but no
later than two (2) Business Days prior to the 15th calendar day after the related Distribution Date, an officer of the
Depositor shall sign the Form 10-D with respect to the Trust and return an electronic or fax copy of such signed Form 10-D (with
an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form
10-D (in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved by the Depositor
and shall proceed with filing such report with the Commission. If a Form 10-D with respect to the Trust cannot be filed on time
or if a previously filed Form 10-D with respect to the Trust needs to be amended, the Certificate Administrator will follow the
procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the Certificate Administrator
will make available on its internet website a final executed copy of each Form 10-D with respect to the Trust prepared and filed
by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage Securities
Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number: (212)
723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global Markets Inc., 390 Greenwich Street, 7th Floor,
New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com,
and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M.
O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor
may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under
this Section 10.04 related to the timely preparation and filing of Form 10-D with respect to the Trust is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 10.04. The Certificate Administrator
shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any Form 10-D with respect to the Trust, where such failure results because required disclosure
information was either not delivered to the Certificate Administrator or delivered to the Certificate Administrator after the delivery
deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.


 


(h)          Form 10-D requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act


 






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during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect
to each Form 10-D with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has
received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no”
for an item which notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided
its signature for such filing pursuant to Section 10.04(g) of this Agreement.


 


Section 10.05     Form
10-K Filings. (a) Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year
of the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K
Filing Deadline”), commencing within 90 days after December 31, 2016, the Certificate Administrator shall prepare and
file on behalf of the Trust any Form 10-K then required by the Exchange Act, in form and substance as then required by the Exchange
Act. Each such Form 10-K with respect to the Trust shall include the following items, in each case to the extent they have been
delivered to the Certificate Administrator (in the form required by this Agreement) within the applicable time frames set forth
in this Agreement:


 


(i)          an annual
compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as described
under Section 10.08; provided that the related signature pages may be delivered separately from such compliance statement;


 


(ii)          (A) the
annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 10.09;
and


 


(B)          if any such
report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance involved
the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance
of noncompliance), or if such report on assessment of compliance with Servicing Criteria described under Section 10.09 is
not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is
not included;


 


(iii)          (A) the
registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.10; and


 


(B)          if any registered
public accounting firm attestation report described under Section 10.10 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not
included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not
included; and


 






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(iv)          a certification
in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate as a result of
changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization; provided that the related signature pages
may be delivered separately.


 


Any disclosure or information
in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the second following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement
to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and such Other Depositor,
and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-K Disclosure, absent such reporting, direction and approval.


 


Not later than the end of each
fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers
with written notice of the name and address of each Servicing Function Participant retained by such party, if any, during such
fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator
shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage
Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any
new party to this Agreement.


 


For so long as the Trust or any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing in March
2017, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with respect to any Servicing
Function Participant of such party that is a Mortgage 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 Certificate Administrator,
the Depositor and each Other Exchange Act Reporting Party and 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 the Certificate Administrator, the Depositor, 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 V to this
Agreement applicable to such party, (ii) the parties listed on Exhibit V 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


 






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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 W to this Agreement, and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K with respect to the Trust; provided
that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V
of its obligations to provide Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance
with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit V to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees assessed and expenses incurred
by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to
the Trust pursuant to this paragraph.


 


After preparing a Form 10-K with
respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of such Form 10-K to the Depositor
for review no later than March 15 in the year immediately following the year as to which such Form 10-K relates, or, if March 15
is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such copy, the
Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval
to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K with respect to the Trust to the
Depositor for review no later than March 21 in the year immediately following the year as to which such Form 10-K relates, or if
March 21 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such
complete Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes or approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time) on the third Business Day prior
to the 10-K Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K with respect to the Trust and return an
electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall deem
such report to be approved by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-K with
respect to the Trust cannot be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 10.03(b). Promptly after filing with the Commission,
the Certificate Administrator will make available on the Certificate Administrator’s Website a final executed copy of each
Form 10-K prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup
Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy
number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global Markets Inc., 390 Greenwich
Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com,
and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M.
O’Connor, telecopy number: (646) 862-8988, e-mail:


 






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ryan.m.oconnor@citi.com,
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.05 related to the timely preparation and filing of Form 10-K with respect
to the Trust is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged
or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this
Section 10.05. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of
or with respect to any failure to properly prepare, arrange for execution and/or timely file any Form 10-K with respect to the
Trust, where such failure results because required disclosure information was either not delivered to the Certificate Administrator
or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its
own negligence, bad faith or willful misconduct.


 


(b)          Form 10-K requires the
registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor
hereby instructs the Certificate Administrator, with respect to each Form 10-K with respect to the Trust, to check “yes”
for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from
the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator
no later than the day on which the Depositor provided its signature for such filing pursuant to Section 10.05(a) of this
Agreement.


 


Section 10.06     Sarbanes-Oxley
Certification. Each Form 10-K with respect to
the Trust shall include a Sarbanes-Oxley Certification in the form attached to this Agreement as Exhibit X required to be
included therewith pursuant to the Sarbanes-Oxley Act. The Certificate Administrator, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect
to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian
and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage 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 Person who signs the Sarbanes-Oxley Certification for the Trust or any Other
Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year
as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification
in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit
Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, 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. With respect to each Outside Serviced Mortgage
Loan serviced under an Outside Servicing Agreement, the Master Servicer shall use commercially reasonable efforts to procure, and
upon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up certification similar in form and substance to the certifications
referenced in the preceding sentence, from the related Outside Servicer, the related Outside


 






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Special
Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated
or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement,
as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section
10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing
agreement, as the case may be.


 


Section 10.07     Form 8-K
Filings. Within four (4) Business Days
after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and
if requested by the Depositor, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required
by the Exchange Act, provided that the Depositor shall file the initial Form 8-K with respect to the Trust in connection
with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required
to be included on Form 8-K (“Form 8-K Disclosure Information”) that is approved by the Depositor shall, pursuant
to the following paragraph, be reported by the applicable parties set forth on Exhibit Z to this Agreement to the Depositor,
the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure
Information is relevant for Exchange Act reporting purposes, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K with respect to the Trust, absent
such reporting, direction and approval.


 


For so long as the Trust or 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 (1) Business Day after the occurrence of 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 Z to this Agreement shall be required to provide (and (i) with respect to any Servicing
Function Participant of such party that is a Mortgage 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, the Certificate
Administrator and each Other Depositor and 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 the Depositor, the Certificate Administrator, each such Other Depositor, each
such Other Exchange Act Reporting Party and such providing parties any Form 8-K Disclosure Information described on Exhibit
Z to this Agreement as applicable to such party, if applicable (ii) the parties listed on Exhibit Z 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 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 hereto as Exhibit W-1, and (iii) the Depositor will approve, as


 






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to
form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K with respect
to the Trust; provided that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties
listed on Exhibit Z of its obligations to provide Form 8 K Disclosure Information that is true and accurate in all material
respects and in compliance with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations
promulgated thereunder. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit Z of their duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by
the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K with respect to the
Trust pursuant to this paragraph.


 


Upon receipt of any notice of
execution or amendment of an Outside Servicing Agreement or an Outside Co-Lender Agreement with respect to an Outside Serviced
Mortgage Loan or notice of any Reportable Event with respect to any Outside Service Provider of an Outside Serviced Mortgage Loan,
the Trustee or the Certificate Administrator, as the case may be, shall promptly notify the Depositor of such notice and cooperate
with the Depositor to prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act.


 


After preparing any Form 8-K
with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable Event (but in no event
earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately preceding paragraph).
Promptly, but no later than the close of business on the third Business Day after the related Reportable Event, the Depositor shall
notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form
8-K. No later than noon on the fourth Business Day after the related Reportable Event, a duly authorized representative of the
Depositor shall sign the Form 8-K with respect to the Trust and return an electronic or fax copy of such signed Form 8-K (with
an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K with respect to the
Trust cannot be filed on time or if a previously filed Form 8-K with respect to the Trust needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the
Commission, the Certificate Administrator will, make available on its internet website a final executed copy of each Form 8-K with
respect to the Trust, to the extent such Form 8-K has been prepared and filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York,
New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with
a copy to Citigroup Global Markets Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson,
telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388
Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail:
ryan.m.oconnor@citi.com, or such other address as the Depositor may direct. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 10.07 related to the timely preparation
and filing of Form 8-K with respect to the Trust is contingent upon such


 






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parties
observing all applicable deadlines in the performance of their duties under this Section 10.07. The Certificate Administrator
shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare
and/or timely file any Form 8-K with respect to the Trust, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange
for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


In the case of a Form 8-K that
is filed by or on behalf of the Trust as a result of the termination, removal, resignation or any other replacement of the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the proposed successor Master
Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, shall, as a condition to such succession and at
the reasonable expense of 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, provide to the Certificate Administrator and the Depositor on or before
the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure information)
required for the 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 initial Master 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 Prospectus and/or
any other disclosure materials relating to this Trust.


 


Section 10.08     Annual
Compliance Statements. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and, if it
has made an Advance during the applicable calendar year, the Trustee shall furnish (and each of the Master Servicer, the Special
Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional Servicer of such party that is a
Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional Servicer to furnish, and
(ii) with respect to any other Additional Servicer of such party (other than any party to this Agreement), shall cause such Additional
Servicer to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the
Certificate Administrator and the Trustee (if applicable), a “Certifying Servicer”) to the Certificate Administrator,
the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust,
the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s
Certificate furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event)
and the Depositor on or before March 1 of each year, commencing in March 2017, an Officer’s Certificate (together with a
copy thereof in EDGAR compatible format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator,
the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) stating,
as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year
or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing Agreement
or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and
(B) to the best of such officer’s knowledge, based on such review, such


 






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Certifying
Servicer has fulfilled all its obligations under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing
agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there
has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer
and the nature and status thereof. The Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially
reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement to, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each
such Officer’s Certificate, the Depositor (and, in the case of a Serviced 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 Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered
into a servicing relationship with respect to the Mortgage Loans 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 Certifying Servicer that serviced a Mortgage Loan or 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.


 


With respect to each Outside
Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall request,
and upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such
terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special
Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate
in form and substance similar to the Officer’s Certificate described in this Section or such other form as is set forth in
the Outside Servicing Agreement.


 


Section 10.09     Annual Reports
on Assessment of Compliance With Servicing Criteria.


 


(a)          On or before March 1 of
each year commencing in March 2017, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each
at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function
Participant of such party that is a Mortgage Loan Seller Sub-Servicer, 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 Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, 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


 






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may
be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders
(or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and
Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special Servicer and
only after the occurrence and during the continuance of a Control Termination Event) and the Depositor, a report on an assessment
of compliance with the Relevant Servicing Criteria (together with a copy thereof in EDGAR compatible format, or in such other
format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable
Other Exchange Act Reporting Party and the applicable Certifying Servicer) that complies in all material respects with the requirements
of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance
with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section
10.09 shall be provided to any Certificateholder, upon the written request thereof, 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 Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O to this
Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor and each
Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm that
the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O to
this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation or
duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant
of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.


 


(b)          On the Closing Date, the
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and the Operating Advisor each
acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria for such party.


 


(c)          No later than the end
of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Operating Advisor 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, and the Certificate Administrator shall notify the Depositor and each Other Depositor
as to the name of


 






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each
Servicing Function Participant utilized by it, during such fiscal year, 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
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating
Advisor and any Servicing Function Participant submit their assessments pursuant to Section 10.09(a) of this Agreement,
such parties will also at such time include the assessment (and related attestation pursuant to Section 10.10 of this Agreement)
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 Master
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 period) or the Operating Advisor 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 Mortgage Loan Seller
Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant of such party to provide (and
the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing Function Participant
that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant (or, in the case
of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to
cause such Servicing Function Participant) to provide) an annual assessment of compliance pursuant to this Section 10.09,
coupled with an attestation as required in Section 10.10 of this Agreement with respect to the period of time that the Master
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to make,
an Advance during such period of time) or the Operating Advisor was subject to this Agreement or the period of time that the applicable
Servicing Function Participant was subject to such other servicing agreement.


 


With respect to each Outside
Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall use commercially
reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance as described
in this Section and an attestation as described in Section 10.10 from the related Outside Servicer, Outside Special Servicer,
Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and in form and substance similar
to the annual report on assessment of compliance described in this Section 10.09 and the attestation described in Section 10.10.


 


Section 10.10     Annual
Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in March 2017, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has made (or is
required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall cause (and each
of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is a Mortgage
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 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
Master Servicer, the Special


 






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Servicer,
the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report (together
with a copy thereof in EDGAR compatible format, or in such other format as otherwise agreed upon by the Depositor, the Certificate
Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable party required
to furnish, or cause to be furnished, such report under this Section 10.10) to the Certificate Administrator, the Serviced
Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished on behalf
of the Special Servicer and after the occurrence and during the continuance of a Control Termination Event) and the Depositor,
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and, for
posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5
Information Provider, to the effect that (i) it has obtained a representation regarding certain matters from the management of
such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria
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
compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it is not expressing an overall
opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant 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 such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3)
and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must be available for general use and not contain
restricted use language. Copies of such statement will be provided to any Certificateholder, upon the written request thereof,
by the Certificate Administrator.


 


Promptly after receipt of such
report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable),
the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report and,
if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
(if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans, as the case may be, in
the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the
Custodian’s, the Trustee’s (if applicable), the Operating Advisor’s or the applicable Servicing Function Participants’
obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator
shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance
meeting the requirements of Section 10.09 of this Agreement and notify the Depositor of any exceptions.


 


Section 10.11     Significant
Obligors


 






    	-415-



    	 



    

 


(a)          It is hereby acknowledged
that the Sheraton Denver Downtown Fee Mortgaged Property is a Significant Obligor with respect to the Trust, and, accordingly,
Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for such Mortgaged
Property, as required by Item 1112(b)(1) of Regulation AB, on (i) each Form 10-D to be filed with respect to the Trust (on a quarterly
basis) on or before the related Significant Obligor NOI Quarterly Filing Deadline or (ii) on each Form 10-K filed with respect
to the Trust, as applicable. The parties hereto acknowledge that the respective dates on which financial statements are required
to be delivered to the related lender under the related Mortgage Loan documents are thirty (30) days following the end of each
fiscal quarter of the related Mortgagor or seventy-five (75) days following the end of each fiscal year of the related Mortgagor,
as applicable, as set forth in Section 9.1(c) of the related Loan Agreement.


 


With respect to any Significant
Obligor with respect to the Trust, to the extent that the Master Servicer is in receipt of the updated financial statements of
such Significant Obligor for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the related
Mortgagor or the Special Servicer, as applicable, beginning for the calendar quarter ending June 30, 2016, or the updated financial
statements of such Significant Obligor for any calendar year, beginning for the calendar year ending December 31, 2016, as applicable,
the Master Servicer shall deliver to the Certificate Administrator, on or prior to the day that occurs two (2) Business Days prior
to the related Significant Obligor NOI Quarterly Filing Deadline or four (4) Business Days prior to the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior
to the related Significant Obligor NOI Quarterly Filing Deadline or fourteen (14) or more Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such Significant Obligor, together with the net
operating income of such Significant Obligor for the applicable period as calculated by the Master Servicer in accordance with
CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior to the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, such financial statements of such Significant Obligor, together with the net operating
income of such Significant Obligor for the applicable period as reported by the related Borrower in such financial statements.


 


If the Master 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 any Significant Obligor with respect to the Trust by the date on which such financial information is required to be delivered
under the related Loan Documents, the Master Servicer (i) shall use efforts consistent with the Servicing Standard (taking into
account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial
statements of the related Mortgagor under the related Loan Documents, (ii) 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 related Mortgagor to obtain the required financial information, and (iii) if unsuccessful, shall, no later than
five (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, forward an Officer’s Certificate evidencing its attempts to obtain this information
to the Certificate Administrator and the Depositor.


 






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If the Certificate Administrator
has not received 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, it shall include the following statement with respect to Item 6 on the related Form 10-D with respect to the Trust
or Item 1112(b)(1) on the related Form 10-K with respect to the Trust: “The information required for this [Item 6] [Item
1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made
on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information
required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to include on this
[Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule
12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. Upon
receipt of any financial information that has been previously omitted from any Form 10-D or Form 10-K with respect to the Trust
because such information was received by the Certificate Administrator after the related filing deadline, the Certificate Administrator
shall include such previously omitted financial information in the (i) next Form 10-D to be filed with respect to the Trust if
such information is received by the Certificate Administrator at least two (2) Business Days prior to the filing deadline of such
Form 10-D or (ii) the second succeeding Form 10-D to be filed with respect to the Trust if the Certificate Administrator does not
receive such information prior to the date set forth in clause (i) above.


 


(b)          [RESERVED]


 


Section 10.12     Indemnification.
Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall 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 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 X; (ii) the failure of any Servicing
Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations
under this Article X; (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 Mortgage 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 X, 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


 






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any
such consultation shall be nonbinding); (iv) negligence, bad faith or willful misconduct on the part of the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, 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 Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, 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 Mortgage 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 applicable, as necessary for the Depositor or any Other Depositor, as applicable, to conduct any reasonable due diligence
necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the
applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder (“Reporting Requirements”).


 


In connection with comments provided
to the Depositor or any Other Depositor from the Commission regarding (x) information delivered by the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, 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 Master Servicer, the Master 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


 






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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 Master Servicer, the Special Servicer, the Operating Advisor, 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 Master Servicer, the Special
Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing Function
Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant
of such party that is a Mortgage 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) other than in the case of the Operating Advisor, any failure by such Servicer (as defined in Section 10.02(b)) to
identify a Servicing Function Participant pursuant to Section 10.02(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 any Certification Party, 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 Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, 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


 






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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 X (or breach of its obligations under
the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator
shall cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect
to any Servicing Function Participant of such party that is a Mortgage 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 10.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator.


 


Section 10.13     Amendments. This Article X may be
amended by the parties hereto pursuant to Section 12.07 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 or for purposes of designating the Certifying Person 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.


 


Section 10.14     Regulation
AB Notices. With respect to any notice
required to be delivered by the Certificate Administrator to the Depositor pursuant to this Article X, the Certificate Administrator
may deliver such notice, notwithstanding any contrary provision in this Agreement, via facsimile and electronic mail to Citigroup
Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice,
telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global Markets Inc., 390
Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943 e-mail: richard.simpson@citi.com,
and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M.
O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or to such other address(es), facsimile
numbers and/or electronic mail addresses as may be designated by the Depositor.


 


Section 10.15     Termination
of the Certificate Administrator. Notwithstanding anything to
the contrary contained in this Agreement, the Depositor may terminate the Certificate Administrator upon five (5) Business Days’
notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided
that (a) such termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment,
(b) the Certificate Administrator may not be terminated if (i) it cannot perform its obligations due to its failure to properly
prepare or file on a timely basis, on behalf of the Trust, any Form 8-K, Form 10-K or Form 10-D or any amendments to such forms
or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive, within
the exact time frames set forth in this Agreement any information, approval, direction or


 






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signature
from any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K or Form 10-D or any
amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, or (ii) following
the Certificate Administrator’s failure to comply with any of such obligations under this Article X on or prior to
the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections, the Certificate Administrator
subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated in accordance
with this Section 10.15, and (c) if the Certificate Administrator’s failure to comply does not cause it to fail in
its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the
related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the right to terminate
the Certificate Administrator under this Section 10.15 on the date on which such Form 8-K, Form 10-D or Form 10-K is so
filed.


 


Section 10.16     Termination
of the Master Servicer or the Special Servicer. Notwithstanding anything to
the contrary contained in this Agreement, the Depositor may terminate the Master Servicer or the Special Servicer upon five (5)
Business Days’ notice if the Master Servicer or the Special Servicer, as applicable, fails to comply with any of its respective
obligations under this Article X; provided that such termination shall not be effective until a successor master
servicer or special servicer, as applicable, shall have accepted the appointment.


 


Section 10.17     Termination
of Sub-Servicing Agreements. For so long as the Trust or
any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Master 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 Master 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 X 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 X.
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 Master Servicer or the Special
Servicer) or sub-servicing agreement (with respect to any other Servicer) as aforesaid shall not limit any right Master 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.


 


Section 10.18     Notification
Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.


 


(a)          Any other provision of
this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this
Article X, in connection


 






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with
the requirements contained in this Article X 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 Serviced 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
12.04 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 10.08, Section 10.09 and Section 10.10 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 Serviced Companion
Loan that is included in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer,
Special Servicer, Operating Advisor, the Asset Representations Reviewer, 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 X 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 X in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for
delivery set forth in this Article X 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 10.08, Section 10.09 and Section 10.10 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 Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request given in accordance
with the terms of Section 10.18(a) above, and subject to a right of the Master Servicer, Special Servicer, the Certificate
Administrator or Trustee, as the case may be, to review and approve


 






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such
disclosure materials, permit a holder of a related Serviced Companion Loan to use such party’s description contained in
the Prospectus (updated as appropriate by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as
applicable, at the reasonable cost of the holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating
to any securitization of a Serviced Companion Loan.


 


(c)          The Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance with
the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid or caused
to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor and any underwriters with respect to any
securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred to in Section 10.18(b) with respect to such party, substantially
identical to those, if any, delivered by the Master 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 Prospectus and/or
any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be). None of the Master 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 Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


(d)          Each of the Master Servicer,
the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request given in accordance
with the terms of Section 10.18(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 10.18(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 Master 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 Prospectus and/or any other disclosure materials relating to this Trust.


 


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-GC37 securitization
transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.18(d) shall be paid or caused to be paid by the applicable Serviced Companion Loan Holder that
transferred the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization Trust.


 






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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 Master 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
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section
10.18(d) 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.


 


Section 10.19     Termination
of Exchange Act Filings With Respect to the Trust. On or prior to January 30th
of the first year in which the Depositor shall provide notice to the Certificate Administrator of its ability under applicable
law, to suspend its Exchange Act filings with respect to the Trust, the Certificate Administrator shall prepare and file a Form
15 Suspension Notification relating to the suspension of reporting in respect of the Trust under the Exchange Act or any other
form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring
after the filing of such form, the obligations of the parties to this Agreement under Section 10.04, Section 10.05,
Section 10.06 and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. The Certificate
Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed.
If, after the filing of a Form 15 Suspension Notification or other applicable form, the Depositor shall provide notice to the Certificate
Administrator that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator shall
recommence preparing and filing reports on Forms 10-K, 10-D and 8-K with respect to the Trust as required pursuant to Section
10.04, Section 10.05, Section 10.06 and Section 10.07, and all parties’ obligations under this Article
X shall recommence.


 


Article
XI



ASSET REVIEW PROVISIONS


 


Section 11.01     Asset
Review.


 


(a)          On or prior to each Distribution
Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File
delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger
has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator
shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer and all Certificateholders.
Any notice required to be delivered to the Certificateholders pursuant to this Article XI shall be delivered by the Certificate
Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the
Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering
such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form
10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination together with the
following statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of


 






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Distribution],
the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling
and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Certificateholders,
the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable,
shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be
a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events
or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice
(which may be via email) in the form of Exhibit LL within two (2) Business Days of such determination to the Master Servicer,
the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders evidencing
not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after
the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide
written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes
in accordance with Section 5.13 regarding whether to authorize an Asset Review. In the event there is an affirmative vote
to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days
of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement,
the Underwriters, the Mortgage Loan Sellers, the Directing Holder and the other Certificateholders (such notice to Certificateholders
to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request
access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached
hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations
Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period
following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review
and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage
Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a
result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election
within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this
sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in
clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder
may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the


 






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Collection
Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)          (i) Upon receipt from
the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian (with respect
to clauses (1) – (5) below for Performing Serviced Loans), the Master Servicer (with respect to clause (6)
below for Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans) shall promptly (but (except
with respect to clause (6)) in no event later than ten (10) Business Days after receipt of such notice from the Certificate Administrator)
provide the following materials for such Delinquent Loan, in each case to the extent in such party’s possession, to the Asset
Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data Room by the Certificate Administrator
pursuant to Section 4.09, a copy of the Prospectus, a copy of each related Loan Purchase Agreement and a copy of this Agreement,
the “Review Materials”):


 


(1)          a copy of an
assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


 


(2)          a copy of an
assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)           a copy of
the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already
covered pursuant to items (1) or (2) above;


 


(4)          a copy of all
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan
that is subject to an Asset Review;


 


(5)          a copy of an
assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent
Loan that is subject to an Asset Review; and


 


(6)          any other related
documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer (with respect
to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset Representations Reviewer
pursuant to clause (vii) below of this Section 11.01(b).


 


(ii)          Notwithstanding
the foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary to the Mortgage Loan
Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.


 






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(iii)          The Asset
Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person that
is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to this Section 11.01
(any such information, “Unsolicited Information”).


 


(iv)          Upon receipt
by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure Data Room
with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of
the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the
“Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review
Standard and the procedures set forth on Exhibit JJ (each such procedure, a “Test”). Once an Asset Review
of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding
that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review
Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)           No Certificateholder
shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not be required to review
any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)          The Asset
Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent investigation
or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively rely on such
Review Materials.


 


(vii)         In connection
with an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect to each Delinquent
Loan:


 


(A)          Within 10 Business
Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition of “Review Materials”
have been received by the Asset Representations Reviewer with respect to such Delinquent Loan or in any event within 15 days after
the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator,
in the event that the Asset Representations Reviewer reasonably determines that any Review Materials made available or delivered
to the Asset Representations Reviewer are missing any documents required to complete any Test for such Delinquent Loan, the Asset
Representations Reviewer shall promptly notify the Master Servicer (with respect


 






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to
Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing
documents, and request that the Master Servicer or the Special Servicer, as applicable, promptly (but in no event later than 10
Business Days after receipt of notification from the Asset Representations Reviewer) deliver to the Asset Representations Reviewer
such missing documents in its possession; provided that any such notification and/or request shall be in writing, specifically
identifying the documents being requested and sent to the notice address for the related party set forth in Section 12.04
of this Agreement. In the event any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable,
within such 10-Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage
Loan Seller; provided that the Mortgage Loan Seller will be required under the related Loan Purchase Agreement to deliver
any such missing documents only to the extent such document is in the possession of the Mortgage Loan Seller.


 


(B)          Following the
events in clause (A) above, and within 45 days after the date on which access to the Secure Data Room is provided to the Asset
Representations Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall prepare a preliminary report
with respect to such Delinquent Loan setting forth (i) the preliminary results of the application of the Tests, (ii) if applicable,
whether the Review Materials for such Delinquent Loan are insufficient to complete any Test, (iii) a list of any applicable missing
documents together with the reasons why such missing documents are necessary to complete any Test, and (iv) (if the Asset Representations
Reviewer has so concluded) whether the absence of such documents will be deemed to be a failure of such Test (collectively, the
“Preliminary Asset Review Report“). The Asset Representations Reviewer shall provide each Preliminary Asset
Review Report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), who shall promptly, but in no event later than 10 Business Days of receipt thereof, provide the Preliminary Asset
Review Report to the applicable Mortgage Loan Seller. The Asset Representations Reviewer shall include the following statement
in the related correspondence when providing each Preliminary Asset Review Report to the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans): “This is a Preliminary Asset Review Report
regarding an Asset Review under Section 11.01 of the Pooling and Servicing Agreement relating to the Citigroup Commercial Mortgage
Trust 2016-GC37 Commercial Mortgage Pass Through Certificates, Series 2016-GC37, requiring action by you as the recipient of such
Preliminary Asset Review Report. You are required to deliver the Preliminary Asset Review Report to the applicable Mortgage Loan
Seller no later than 10 Business Days after receipt of the Preliminary Asset Review Report”. If the Preliminary Asset Review
Report indicates that any of the representations and warranties fails or is deemed to fail any Test, the applicable Mortgage Loan
Seller shall have 90 days from its receipt of the Preliminary Asset Review Report (the “Cure/Contest Period”)
to remedy or otherwise refute the failure. The Mortgage Loan Seller will be required under the


 






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related
Loan Purchase Agreement to provide any documents or any explanations to support (i) a conclusion that a subject representation
and warranty has not failed a Test or (ii) a claim that any missing documents in the Review Materials are not required to complete
a Test, in any such case to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to Specially Serviced Loans), and the Master Servicer or the Special Servicer, as applicable, shall promptly, but in no event
later than ten (10) Business Days after receipt from the related Mortgage Loan Seller, deliver to the Asset Representations Reviewer
any such documents or explanations received from the Mortgage Loan Seller given to support a claim that the representation and
warranty has not failed a Test or a claim that any missing documents in the Review Materials are not required to complete a Test.


 


(C)          Within the later
of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the
Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset Representations
Reviewer shall complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report, substantially in the form
attached hereto as Exhibit HH, setting forth the Asset Representations Reviewer’s findings and conclusions as to whether
or not it has determined there is any evidence of a failure of any Test based on the Asset Review, together with a statement that
the Asset Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third party
(an “Asset Review Report”), to each party to this Agreement, the related Mortgage Loan Seller and the Controlling
Class Representative (if such Delinquent Loan is not an Excluded Mortgage Loan), and (ii) a summary of the Asset Representations
Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) , substantially
in the form attached hereto as Exhibit II, to the Trustee and Certificate Administrator (who shall include such Asset Review Report
Summary in the Form 10-D relating to the Collection Period in which such Asset Review Report Summary is received and post such
Asset Review Report Summary on the Certificate Administrator’s Website in accordance with Section 10.04(e)). The period
of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30 days, upon written
notice to the parties to this Agreement and the applicable Mortgage Loan Seller(s), if the Asset Representations Reviewer determines
pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Delinquent Loan(s)
and/or the Mortgaged Property or Mortgaged Properties. In addition, in the event that the Asset Representations Reviewer does not
receive any documentation that it requested from the Master Servicer (with respect to Performing Serviced Loans), the Special Servicer
(with respect to Specially Serviced Loans) or the applicable Mortgage Loan Seller in sufficient time to allow the Asset Representations
Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the
Asset Review Report solely based on the documents received by the Asset Representations Reviewer with respect to the related Delinquent
Loan, and the Asset Representations Reviewer


 






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shall
have no responsibility to independently obtain any such documents from any party to this or otherwise.


 


(viii)       Within
thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Enforcing Servicer
determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(a).


 


(ix)          In no event
may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be the responsibility of
the Special Servicer or the Master Servicer, as applicable, pursuant to Section 2.03(a) or Section 11.01(b)(viii)
of this Agreement.


 


(c)          The Asset Representations
Reviewer and its Affiliates shall keep confidential any Privileged Information received from any party to this Agreement or any
Sponsor (including, without limitation, in connection with the review of the Mortgage Loans) and not disclose such Privileged Information
to any Person (including Certificateholders), other than (1) to the extent expressly required by this Agreement in an Asset Review
Report or otherwise, to the other parties to this Agreement with a notice indicating that such information is Privileged Information
or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives Privileged Information from the
Asset Representations Reviewer with a notice stating that such information is Privileged Information shall not disclose such Privileged
Information to any Person without the prior written consent of the Special Servicer other than pursuant to a Privileged Information
Exception. In addition, the Asset Representations Reviewer shall keep all documents and information received by the Asset Representations
Reviewer in connection with an Asset Review that are provided by the applicable Mortgage Loan Seller, the Master Servicer and the
Special Servicer confidential and shall not disclose such documents except for purposes of complying with its duties and obligations
hereunder.


 


(d)          The Asset Representations
Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents
or subcontractors are consistent with the provisions of this Section 11.01; provided that no agent or subcontractor
may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Controlling Class Representative or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee,
the Controlling Class Representative or any of their respective Affiliates in connection with due diligence or other services with
respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer
shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement
without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements
or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms
and conditions as if the Asset


 






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Representations
Reviewer alone were performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter
into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such
agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)          With respect to any Delinquent
Loan that is an Outside Serviced Mortgage Loan, to the extent any documents required by the Asset Representations Reviewer to complete
a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations Reviewer shall request
such document(s) from the related Outside Servicer (if such Outside Serviced Mortgage Loan is being serviced by an Outside Servicer)
or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan is being serviced by an Outside Special Servicer),
the related Outside Trustee and the related Outside Certificate Administrator (and, in each case, such other party as contemplated
under the related Outside Servicing Agreement or related Co-Lender Agreement).


 


Section 11.02     Payment of
Asset Representations Asset Review Fee and Expenses; Limitation of Liability.


 


(a)          As compensation for the
performance of its routine duties, the Asset Representations Reviewer shall be paid an ongoing fee (the “Asset Representations
Reviewer Ongoing Fee”), payable monthly from amounts received in respect of each Mortgage Loan (including any Outside
Serviced Mortgage Loan), and for any Distribution Date is an amount accrued during the related Interest Accrual Period at 0.00036%
per annum (the “Asset Representations Reviewer Ongoing Fee Rate”) on, in the case of the initial Distribution
Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution Date in such Interest Accrual Period, and shall be
calculated on the same interest accrual basis as the related Mortgage Loan and prorated for any partial periods. The Asset Representations
Reviewer Ongoing Fee shall be payable from amounts on deposit in the Collection Account as set forth in Section 3.06(a).


 


(b)          Upon the completion of
an Asset Review with respect to each Delinquent Loan and receipt by the related Mortgage Loan Seller of a written request from
the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Loan Purchase Agreement to pay
to the Asset Representations Reviewer within forty-five (45) days after such written request a fee (the “Asset Representations
Reviewer Asset Review Fee”) that is equal to the sum of: (i) $12,500 multiplied by the number of Delinquent Loans subject
to any Asset Review (for purposes of this Section 11.02(b), the “Subject Loans”), plus (ii) $1,500 per
Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,000 per Mortgaged
Property relating to a Subject Loan subject to a Ground Lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan
subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses
(i) through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other
similar index if the Consumer Price Index for All Urban Consumers is no longer calculated, for the year of the Closing Date and
for the year in which the related Asset Review Notice is given. The Asset Representations Reviewer Asset


 






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Review
Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided, however, that
if the related Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written request by the
Asset Representations Reviewer, such fee shall be paid by the Trust Fund following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency or failure
to pay such amount; provided, however, that a statement of non-payment by the Asset Representations Reviewer ninety
(90) days after an itemized invoice is delivered by registered mail to the address listed in this Agreement for the related Mortgage
Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for delivery of notice in accordance with
this Agreement, together with evidence of delivery or attempted delivery of such invoice and reasonable follow up by phone or
email, shall constitute satisfactory evidence delivered by the Asset Representations Reviewer of such failure to pay such amount;
and provided, further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer,
such fee will remain an obligation of the related Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially Serviced
Loans) or the Special Servicer (in the case of Mortgage Loans that are Specially Serviced Loans) shall, to the extent consistent
with the Servicing Standard, pursue remedies against such Mortgage Loan Seller or its insolvency estate to recover any such amounts
to the extent paid by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Collection Account
as set forth in Section 3.06(a).


 


(c)          Notwithstanding the foregoing,
the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase Price for
any such Delinquent Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage Loan Seller, and such
portion of the Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust, as the case
may be, for such fees pursuant to Section 11.02(b).


 


(d)          The Asset Representations
Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.


 


Section 11.03     Resignation
of the Asset Representations Reviewer.   The Asset Representations
Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties to this
Agreement and each Rating Agency. In addition, the Asset Representations Reviewer shall at all times be an Eligible Asset Representations
Reviewer, and shall resign if it fails to be an Eligible Asset Representations Reviewer (and such failure results in an Asset Representations
Reviewer Termination Event) by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Certificate Administrator and the Directing Holder. Upon such notice of resignation, the Depositor shall
promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation
of the Asset Representations Reviewer will be effective until a successor Asset Representations Reviewer that is an Eligible Asset
Representations Reviewer has been appointed and accepted the appointment. If no successor Asset Representations Reviewer shall
have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment


 






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of
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer
shall bear all costs and expenses of each party hereto and each Rating Agency in connection with its resignation and the transfer
of its duties.


 


Section 11.04     Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations
Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that
such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations
Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations
Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate
and its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


Section 11.05     Termination
of the Asset Representations Reviewer. 


 


(a)          An “Asset Representations
Reviewer Termination Event” means any one of the following events whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body:


 


(i)           any failure
by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of
thirty (30) days after the date on which written notice of such failure is given to the Asset Representations Reviewer by the Trustee
or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates having greater than 25% of the aggregate
Voting Rights;


 


(ii)          any failure
by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard in any
material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice of such
failure is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)         any failure
by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of thirty (30) days;


 


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


 






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(v)          the Asset Representations
Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


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


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (and simultaneously deliver such written notice to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 11.01(a), unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of holders of Certificates evidencing
not less than 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts), shall, terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations
accrued prior to such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset
Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and
of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer Termination Event.
Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the
obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination Event of
which it becomes aware.


 


(b)          Upon (i) the written direction
of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any Appraisal
Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor asset
representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering
such vote, the Certificate Administrator shall promptly provide written notice of such request to the Asset Representations Reviewer
and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s Website, and (ii) mailing such
notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations Reviewer.
Upon the written direction of holders of Certificates evidencing at least 75% of a Certificateholder Quorum, the Trustee shall
terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or
obligations that accrued prior to the date of such termination and other than indemnification


 






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rights
arising out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint
the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other,
the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination
of the Asset Representations Reviewer. In the event that holders of the Certificates entitled to at least 75% of a Certificateholder
Quorum elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer shall be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          On or after the receipt
by the Asset Representations Reviewer of written notice of termination, subject to this Section 11.05, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations Reviewer shall
execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate
to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 30 days after (1) the
Asset Representations Reviewer resigns pursuant to Section 11.03 of this Agreement or (2) the Trustee delivers such written
notice of termination to the Asset Representations Reviewer, the Depositor (in the case of a resignation of the Asset Representations
Reviewer pursuant to Section 11.03) or the Trustee (in the case of a termination of the Asset Representations Reviewer pursuant
to Section 11.05(b)), as applicable, shall appoint a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. The Trustee shall provide written notice of the appointment of an Asset Representations Reviewer to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing Holder and each Certificateholder within
one Business Day of such appointment. Notwithstanding the foregoing, if the Trustee is unable to find a successor asset representations
reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall be permitted, but
not obligated, to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset
representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset
representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in
the performance of its obligations hereunder.


 


The Asset Representations Reviewer
shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such disqualification
and, if an Asset Representations Reviewer Termination Event occurs as a result, immediately resign under Section 11.03 of
this Agreement, and a successor asset representations reviewer shall be appointed in accordance with Section 11.03.


 


(d)                    Upon any termination
of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the Trustee shall,
as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who
shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan Sellers,
the Depositor, each


 






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Rating Agency and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under
this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


 


Article
XII



MISCELLANEOUS PROVISIONS


 


Section 12.01     Counterparts. 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.


 


Section 12.02     Limitation
on Rights of Certificateholders. The death or incapacity of any
Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up
of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


No Certificateholder shall have
any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of
the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.


 


No Certificateholder shall have
any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any
Mortgage Loan or Serviced Loan Combination, unless such Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the Voting Rights of any
Class of Certificates affected thereby (considering each Class of the Class A-S, Class B and Class C Certificates together with
the Class EC Component of the same alphabetical designation as a single “Class” for such purpose) shall have made written
request upon the Trustee (with a copy to the Certificate Administrator) 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 is understood and
intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or
more Holders of Certificates of any Class shall have any right in any manner whatever by


 






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virtue
of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates,
or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement,
except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Certificates of such Class.
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.


 


Section 12.03     Governing
Law. 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.


 


Section 12.04     Notices. Unless otherwise specifically
provided in this Agreement, any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly
provided herein, shall be deemed to have been duly given if (a) personally delivered, (b) mailed by registered mail, postage prepaid
(except for notices to the Trustee or the Certificate Administrator which shall be deemed to have been duly given only when received),
(c) sent by nationally recognized express courier delivery service and received by the addressee, (d) transmitted by facsimile
transmission (or any other type of electronic transmission agreed upon by the parties) and received by the addressee or (e) only
with respect to any addressee of any party for which an electronic mail address is set forth below, sent by electronic mail (provided,
however, any notice provided by electronic mail shall not be considered delivered until receipt of such electronic mail is
confirmed by the addressee), to the applicable party at the following address(es), to: (i) in the case of the Depositor, Citigroup
Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice,
fax number (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson,
fax number (646) 328-2943, and 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, fax
number (646) 862-8988, and with an electronic copy e-mailed to Richard Simpson at richard.simpson@citi.com and to Ryan M.
O’Connor at ryan.m.oconnor@citi.com; (ii) in the case of the Master Servicer, Wells Fargo Bank, National Association,
Commercial Mortgage Servicing, MAC D1086, 550 South Tryon Street, 14th Floor, Charlotte, North Carolina 28202, Attention: CGCMT
2016-GC37 Asset Manager, fax number: (704) 715-0036, with a copy 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) 383-3663, with a copy to K&L Gates LLP, Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28202,
Attention: Stacy G. Ackermann, fax number: (704) 353-3190, and with respect to e-mail pursuant to Section 11.06 and Section
11.13 of this Agreement, at RAInvRequest@wellsfargo.com, and with respect to any investor inquiry, at REAM_InvestorRelations@wellsfargo.com;
(iii) in the case of the Special Servicer, Midland Loan Services, a Division of PNC Bank, National Association, 10851


 






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Mastin
Street, Suite 700, Overland Park, Kansas 66210, Attention: Executive Vice President – Division Head, fax number: (913) 253-9001,
with a copy to Stinson Leonard Street LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri 64106-2150, Attention: Kenda
K. Tomes, fax number: (816) 412-9338, and with respect to e-mail pursuant to this Agreement, at NoticeAdmin@midlandls.com
(with a copy to AskMidland@midlandls.com, solely with respect to notices under Section 11.06 and Section 11.13);
(iv) in the case of the Certificate Administrator, Citibank, N.A., Citibank, N.A., 388 Greenwich Street, 14th Floor,
New York, New York 10013, Attention: Citibank Agency & Trust - CGCMT 2016-GC37, fax number: (212) 816-5527, and with respect
to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com; (v) in the case of the Trustee, Deutsche Bank Trust
Company Americas, 1761 East St. Andrew Place, Santa Ana, California, 92705-4934, Attention: Trust Administration – CI1637,
fax number (714) 247-6022, and with respect to e-mail pursuant to Section 11.06 and Section 11.13 of this Agreement,
at holder.inquiry@db.com and with respect to any notice or delivery of information under Article X of this Agreement, by
facsimile to (714) 656-2631 and by e-mail to dbsec.notifications@db.com; (vi) in the case of the Asset Representations
Reviewer and the Operating Advisor, Park Bridge Lender Services LLC, 600 Third Avenue, 40th floor, New York, New York 10016, Attention:
CGCMT 2016-GC37 -- Surveillance Manager, with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
and with respect to e-mail pursuant to Section 11.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com;
(vii) in the case of the Rating Agencies: (a) Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York
10007, Attention: Commercial Mortgage Surveillance Group, fax number: (212) 553 0300, email: CMBSSurveillance@Moodys.com, (b)
Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention: Commercial Mortgage Surveillance Group, fax number:
(212) 635 0295, e-mail: Info.cmbs@fitchratings.com, and (c) Kroll Bond Rating Agency, Inc., 845 Third Avenue, 4th Floor, New York,
New York 10022, Attention: CMBS Surveillance, fax number: (646) 731 2395; (viii) in the case of the Mortgage Loan Sellers, (a)
Citigroup Global Markets Realty Corp., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of Paul Vanderslice,
fax number (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, to the attention of Richard Simpson,
fax number (646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com, Ryan M. O’Connor
at ryan.m.oconnor@citi.com and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com, (b) Goldman Sachs
Mortgage Company, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com,
with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com and Joe Osborne, fax number:
212-291-5318, e-mail: joe.osborne@gs.com, (c) Rialto Mortgage Finance, LLC, 299 Park Avenue, 6th Floor, New York, New York
10171, Attention: Kenneth M. Gorsuch, Executive Director, (d) KGS-Alpha Real Estate Capital Markets, LLC, 601 Lexington Avenue,
44th Floor, New York, New York 10022, Attention: Anthony Merolla and Frederic Krieger, and with a copy to KGS Holdings, L.P.,
601 Lexington Avenue, 44th Floor, New York, New York 10022, Attention: Anthony Merolla and Frederic Krieger; (e) The Bank of New
York Mellon, 225 Liberty Street, 19th Floor, New York, New York 10286, Attention: George Passaro, email: george.passaro@bnymellon.com;
and (f) RAIT Funding, LLC, to the attention of Jamie Reyle, fax number (215) 405-2945, email at jreyle@rait.com and Scott
Davidson, fax number (215) 405-2945, email at sdavidson@rait.com and confirmed to it at RAIT Funding, LLC and RAIT Financial
Trust, Two Logan Square, 100 North 18th Street, 23rd Floor, Philadelphia,


 






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Pennsylvania 19103, Attention: Jamie Reyle, Senior Managing
Director — Chief Legal Officer, with a copy to RAIT Funding, LLC and RAIT Financial Trust, Two Logan Square, 100 North 18th
Street, 23rd Floor, Philadelphia, Pennsylvania 19103, Attention: Scott Davidson; and (ix) in the case of the Underwriters, (a)
Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number:
(212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, fax number: (646) 328-2943,
with copies by electronic mail to Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com;
(b) Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439,
e-mail: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com
and Joe Osborne, fax number: 212-291-5318, e-mail: joe.osborne@gs.com; and (c) Academy Securities, Inc., 277 Park Avenue,
35th Floor, New York, NY 10172, Attention: Michael Boyd, email: cmbs@academysecurities.com; (x) in the case of the Initial Purchasers,
(a) Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax
number: (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, fax number:
(646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor
at ryan.m.oconnor@citi.com; (b) Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Leah Nivison,
fax number: (212) 428-1439, e-mail: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail:
peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318, e-mail: joe.osborne@gs.com; (c) Academy Securities,
Inc., 277 Park Avenue, 35th Floor, New York, NY 10172, Attention: Michael Boyd, email: cmbs@academysecurities.com; and (d) Morgan
Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Stephen Holmes (with a copy to the attention of Legal
Compliance Division at 1221 Avenue of the Americas, New York, New York 10020); or as to each such Person such other address or
e-mail address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted
to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the
address of such Holder as shown in the Certificate Register. Any communication required or permitted to be delivered to a Certificate
Owner shall be deemed to have been duly given to the extent delivered through the Depository. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder
receives such notice. Notwithstanding anything contained in this Section 12.04 to the contrary, nothing in this Section
12.04 shall constitute consent by any party hereto to service of process upon such party by facsimile transmission, electronic
mail or any other type of electronic transmission.


 


The obligation of any party to
this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to this Agreement
has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special Servicer, Other
Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and contact information
provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
as applicable, and shall be entitled to assume that the identity and contact information for such Other Depositor, Other Servicer,
Other Special


 






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Servicer,
Other Trustee or Other 17g-5 Information Provider, as applicable, has not changed, absent receipt of written notice from such
Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, or a replacement thereof
under the applicable Other Pooling and Servicing Agreement, of a change with respect to the identity and contact information for
such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, or a replacement
thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


 


Section 12.05     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.


 


Section 12.06     Notice to
the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


 


(a)          The Certificate Administrator
shall use its best efforts to promptly prepare a written notice, and provide such notice by e-mail to the Rule 17g-5 Information
Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor, with respect
to each of the following items of which a Responsible Officer of the Certificate Administrator has actual knowledge, and the Rule
17g-5 Information Provider shall upload such notice to the Rule 17g-5 Information Provider’s Website on the same Business
Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. and shall, promptly
following the posting of such notice to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification
of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider
of its election to not receive such notification) by electronic mail of the posting of such notice, which electronic mail may be
automatically generated by the Rule 17g-5 Information Provider’s Website:


 


(i)           any material
change or amendment to this Agreement;


 


(ii)          the occurrence
of any Servicer Termination Event that has not been cured;


 


(iii)         the merger,
consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate Administrator
or any Outside Servicer, Outside Special Servicer or Outside Trustee;


 


(iv)         the repurchase
of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 


(v)          the final
payment to any Class of Certificateholders;


 


(vi)         any change
in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution
Account, the Excess Interest Distribution Account or any Distribution Account;


 






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(vii)        any event
that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer; and


 


(viii)       any change
in the lien priority of a Mortgage Loan.


 


(b)          The Master Servicer or
the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider
and the Depositor copies of the following (to the extent not already delivered or made available pursuant to the terms of this
Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information Provider’s
Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day
by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the posting of such documents to the Rule 17g-5
Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other than any Registered
Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic
mail of the posting of such documents, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s
Website:


 


(i)           each of
its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)          each of
its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of this Agreement;


 


(iii)         each of
its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;


 


(iv)         a copy
of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 4.02; and


 


(v)          upon request,
each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18 of this Agreement.


 


(c)          The Certificate Administrator
shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable to the Certificate Administrator
and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason
not the Rule 17g-5 Information Provider) and the Depositor copies of the items set forth in Section 8.11(b) of this Agreement
(to the extent not already delivered or made available pursuant to the terms of this Agreement and to the extent such items were
prepared by or delivered to the Certificate Administrator in electronic format), and the Rule 17g-5 Information Provider shall
upload such documents to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt if received by
2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m..


 






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(d)          After any notice, document
or item has been posted by the Rule 17g-5 Information Provider to the Rule 17g-5 Information Provider’s Website pursuant
to Sections 11.06(a), 11.06(b) or 11.06(c), the Rule 17g-5 Information Provider may send such posted notice,
document or item to a Registered Rating Agency.


 


Section 12.07     Amendment. This Agreement or any Custodial
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and
the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


(i)           to cure
any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)          to correct
or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the description
thereof in the Prospectus or to correct any error;


 


(iii)         to change
the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);


 


(iv)         to modify,
eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC as a
REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided
that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R
Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


 


(v)          to make
any other provisions with respect to matters or questions arising under this Agreement or any other change, provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel;


 


(vi)         to modify
the procedures herein relating to Rule 17g-5; provided that such modification does not increase the obligations of the Trustee,
the Certificate


 






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Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s
consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially
increase such party’s obligations under this Agreement); provided, further that notice of such modification
is provided to all parties to this Agreement; and


 


(vii)        to amend
or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates
by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests
of any Certificateholder;


 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (i) reduce the consent or consultation
rights or the right to receive information under this Agreement of the Controlling Class Representative without the consent of
the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under this Agreement
of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights
of any Mortgage Loan Seller under this Agreement or the applicable Loan Purchase Agreement without the consent of the affected
Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion Loan Holder in its
capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party requesting such
amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the Certificateholders,
then in which case such expense will be borne by the Trust.


 


This Agreement or any Custodial
Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then acting as Custodian),
the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3%
of the Percentage Interests of each Class of Certificates affected by the amendment 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
Certificateholders; provided, however, that no such amendment shall:


 


(i)           reduce in
any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable;


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding;


 


(iii)         change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller;


 






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(iv)          change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation;


 


(v)           without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under this Agreement,
(b) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)          adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)         adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent; or


 


(viii)       change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


In the event that neither the
Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.07 shall be effective
with the consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the
Custodian (if the Trustee is then acting as Custodian), the Special Servicer, the Master Servicer, in writing, and to the extent
required by this Section, the Certificateholders, the Serviced Companion Loan Holders, the Mortgage Loan Sellers, the Underwriters
and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, the Master Servicer shall forward
a copy thereof to the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian
(if the Trustee is then acting as Custodian), the Special Servicer, each Serviced Companion Loan Holder, each Mortgage Loan Seller,
each Underwriter, each Initial Purchaser and the Certificate Administrator and shall furnish written notification of the substance
of such amendment to each Certificateholder, as applicable, and, for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. It shall not be necessary for the consent
of Certificateholders or the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers,
as applicable, under this Section 12.07 to approve the particular form of any proposed amendment, but it shall be sufficient
if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing the authorization
of the execution thereof by Certificateholders or the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters
or the Initial Purchasers, as applicable, shall be subject to such reasonable regulations as the Trustee may prescribe; provided,
however, that such method shall always be by affirmation and in writing.


 


Notwithstanding any contrary
provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested by the
Master Servicer, the Special Servicer, the Trustee, the Custodian (if the Trustee is then acting as Custodian), and/or the Certificate
Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting such amendment (or,
if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or


 






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the
Certificate Administrator for any purpose described in clause (i) or (ii) of the first sentence of this Section, then at the expense
of the Trust Fund), to the effect that such amendment will not cause either Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificates are
outstanding, and will not cause a tax to be imposed on the Trust Fund (other than a tax at the highest marginal corporate tax
rate on net income from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution of any amendment to this
Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Custodian (if the Trustee is then acting
as Custodian), the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion
of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain
the rating issued by it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (i),
(ii), (iii) or (v) (which does not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the
Certificate Administrator, as applicable) of the first sentence of this Section, then at the expense of the Trust Fund) stating
that the execution of such amendment is authorized or permitted by this Agreement, and that all conditions precedent to such amendment
are satisfied. Each of the Trustee, the Custodian (if the Trustee is then acting as Custodian) and the Certificate Administrator
may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s, the Custodian’s (if
the Trustee is then acting as Custodian) or the Certificate Administrator’s, as applicable, own rights, duties or immunities
under this Agreement. Any party hereto 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 counsel thereto) 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. The party requesting an amendment to this Agreement shall provide to the Rule 17g-5 Information Provider,
for posting on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, prior written
notice of such proposed amendment.


 


Section 12.08     Confirmation
of Intent. The Depositor intends that the
conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute
a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in and
to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all principal and interest received
or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable prior to the Cut-Off
Date and Principal Prepayments received prior to the Cut-Off Date), all amounts held from time to time in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Interest Reserve
Account and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account, and all reinvestment earnings
on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance Proceeds related to such Mortgage
Loans and (ii) this


 






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Agreement
shall constitute a security agreement under applicable law. This Section 12.08 shall constitute notice to the Trustee pursuant
to any of the requirements of the applicable UCC.


 


Section 12.09     Third-Party
Beneficiaries. Except as provided in (i) Section
3.01(j)(iv) of this Agreement and (ii) the next sentence, no Persons other than a party to this Agreement, any Serviced
Companion Loan Holder (unless it is the Mortgagor under the applicable Serviced Companion Loan or an Affiliate thereof) and any
Certificateholder, shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter
or Initial Purchaser (with respect to its rights to receive any documents, certifications, information and/or indemnification hereunder
and its rights under Section 2.02, Section 5.03 and Section 12.07 of this Agreement), any Serviced Companion
Loan Holder (in respect of the rights afforded it under this Agreement, any related Other Servicer shall be entitled to enforce
the rights of such Serviced Companion Loan Holder under this Agreement and the related Co-Lender Agreement), any Mortgage Loan
Seller (with respect to its rights under Section 2.03(a), Section 2.03(b), Section 2.03(c), Section 3.09(d)(i),
Section 12.07 and Section 12.16 of this Agreement and its rights as a Privileged Person), any Other Depositor and
Other Exchange Act Reporting Party (with respect to its rights under Article X of this Agreement), any Other Servicer and
Other Special Servicer (with respect to all provisions herein expressly relating to compensation, reimbursement or indemnification
of such Other Servicer or Other Special Servicer, as the case may be, and the provisions herein regarding coordination of Advances)
and, subject to Section 12.02 of this Agreement, any Certificateholder (which are intended third-party beneficiaries of
this Agreement) shall have the right to enforce their respective rights and obligations hereunder (in the case of any Serviced
Companion Loan Holder, to the extent they affect the related Serviced Companion Loan and provided that such Serviced Companion
Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was a party hereto.


 


Without limiting the foregoing,
the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan is an intended
third-party beneficiary of this Agreement.


 


Section 12.10     Request by
Certificateholders or the Serviced Companion Loan Holder. Where information or reports
are required to be delivered to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to
the terms of this Agreement, such request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion
Loan Holder, as applicable, to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and,
with respect to such Certificateholder or a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate
to each date such report or information may be requested. The notice shall set forth the applicable Sections where such reports
and information are requested.


 


Section 12.11     Waiver of
Jury Trial. 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.


 






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Section 12.12     Submission
to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY
(I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR
THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III)
AGREES THAT A FINAL JUDGMENT IN ANY SUCH 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 AND AGREES THAT NOTHING HEREIN
SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.


 


Section 12.13     Exchange
Act Rule 17g-5 Procedures.


 


(a)          Except as otherwise provided
in Section 12.06 of this Agreement or this Section 12.13 or otherwise in this Agreement or as required by law, none
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian
shall provide any information directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates
or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans, including,
but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant
to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates
communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates,
all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and
shall be provided to the Rule 17g-5 Information Provider as provided in Section 12.13(h), whereupon the Rule 17g-5 Information
Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt
of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding
party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m.
or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly
after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of,
each Registered Rating Agency by electronic mail of the posting of such response.


 


(b)          To the extent that any
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian
is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations under this
Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the
Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule 17g-5


 






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Information
Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall upload such
information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such
response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the applicable
party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m.
or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly
after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website, notify,
or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information or communication.
The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing,
with a cover letter indicating the nature of the request and shall include all information the requesting party believes is reasonably
necessary for the applicable Rating Agency to make its decision.


 


(c)          Notwithstanding the provisions
of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required) to orally
communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the following
circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such communication
to the 17g-5 Information Provider electronically as provided in Section 12.13(h) on the same day such oral communication
takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication
was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic email) from
the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or
the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing responses
to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that such party
shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures shall
be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post any
summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s
Website in accordance with the procedures set forth in Section 12.13(h).


 


(d)          Each of the Rule 17g-5
Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify and hold harmless the
Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and controlling
persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses, liabilities,
damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses),
joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant
to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures
or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s


 






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breach
of Section 12.06, Section 12.13(a), Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section
12.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations
made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach
referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal
or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action
or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing
of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate
Administrator).


 


(e)          None of the Master Servicer,
the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in the capacity of the Rule
17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability for (i) the Rule 17g-5
Information Provider’s failure to post information provided by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement, (ii) any malfunction
or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to perform any of its obligations
under this Agreement regarding providing information or communication to the Rating Agencies that are required to be performed
after the Rule 17g-5 Information Provider posts the related information or communication if the Rule 17g-5 Information Provider
fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information Provider’s
Website.


 


(f)          None of the foregoing
restrictions in this Section 12.13 prohibit or restrict oral or written communications, or providing information, between
the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such
Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable, (ii) such
Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s,
as applicable, servicing operations in general; provided, however, that the Master Servicer or the Special Servicer,
as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to such Rating Agency in connection
with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted;
(y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such information to the Rule 17g-5
Information Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification
from the Rule 17g-5 Information Provider that such information has been posted to the Rule 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 to the Rule 17g-5 Information
Provider; or (z) such Rating Agency has confirmed in writing to the Master 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)).


 






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(g)          The Rule 17g-5 Information
Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of a password-protected Internet
Website in accordance with this Section 12.13 and Section 12.06 of this Agreement.


 


(h)          The Rule 17g-5 Information
Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to the Rating Agencies and
other NRSROs, the following items, to the extent such items are delivered to it in an electronic document format suitable for website
posting (and the parties required to deliver the following information to the Rule 17g-5 Information Provider agree to do so in
such format) via electronic mail at ratingagencynotice@citi.com, specifically with a subject reference of “CGCMT 2016-GC37”
and an identification of the type of information being provided in the body of such electronic mail (or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the Rule 17g-5 Information
Provider if or as may be necessary or beneficial):


 


(A)          all items delivered
to the Rule 17g-5 Information Provider pursuant to Section 12.06;


 


(B)          all information
and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 11.13(a), 11.13(b) and 11.13(c);


 


(C)          any Form ABS
Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l) or by the Depositor; and


 


(D)          any other information
delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


 


The 17g-5 Information Provider
shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if received
by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the posting
of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i) each Registered Rating
Agency and (ii) 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 item on the 17g-5 Information Provider’s Website.


 


The Rule 17g-5 Information Provider
shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate,
complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information
is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s
Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have
obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s Website or the Rule
17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5 Information Provider to (i)
the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs
upon registration at the Rule 17g-5 Information Provider’s Website as a user thereof and receipt by the Rule 17g-5 Information
Provider of an NRSRO Certification (which


 






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certification
may be submitted via e-mail to the Rule 17g-5 Information Provider). 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 Rule 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 Rule 17g-5 Information Provider’s Website. Questions regarding delivery
of information to the Rule 17g-5 Information Provider may be directed to 1-888-422-2066 and ratingagencynotice@citi.com (specifically
referencing “CGCMT 2016-GC37” in the subject line) (or to such other telephone number or e-mail address as the Rule
17g-5 Information Provider may designate).


 


The 17g-5 Information Provider
shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection
with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration
and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information
in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such
information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall
not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information
was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic
delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading
of “CGCMT 2016-GC37” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5
Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the
Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such
notices to the electronic mail address(es) of such Registered Rating Agency as provided by such Registered Rating Agency upon its
registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic mail
address(es) made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5
Information Provider shall not be responsible for sending any notices to any electronic mail address(es) of any Registered Rating
Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence.


 


(i)          In connection with the
delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, to the
Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5 Information Provider’s
Website, the Rule 17g-5 Information Provider shall notify the Master Servicer, Special Servicer, Certificate Administrator, Operating
Advisor or Trustee, as applicable, of when such information, report, notice or other document has been posted to the Rule 17g-5
Information Provider’s Website, and the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or
Trustee, as applicable, may (but is not obligated


 






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to)
send such information, report, notice or other document to the applicable Rating Agency promptly following the earlier of (a)
receipt of notification from the Rule 17g-5 Information Provider that such information, report, notice or other document has been
posted to the Rule 17g-5 Information Provider’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 Rule 17g-5 Information Provider.


 


(j)          With respect to each Outside
Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and the Trustee shall provide to the 17g-5 Information
Provider for posting on the 17g-5 Information Provider’s Website, promptly upon receipt from an Outside Service Provider,
all reports, statements, documents, notices and other information it receives in respect of such Outside Serviced Mortgage Loan
that would otherwise have been required to be submitted to the 17g-5 Information Provider under this Agreement for posting had
such Outside Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5 Information Provider shall post on the 17g-5 Information
Provider’s Website all such information it receives in accordance with this Agreement.


 


(k)          The Master 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 12.13(b).


 


(l)          If any of the parties
to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party “due diligence
services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect to the Mortgage Loans (“Due
Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with Section 12.13(h).
The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives
directly from a Due Diligence Service Provider or from another party to this Agreement, in accordance with the timeframe provided
in Section 12.13(h).


 


(m)          Neither the Master Servicer
nor the Special Servicer shall be required to make any determination as to whether any service provided by a third party requires
obtaining a Form ABS Due Diligence-15E.


 


Section 12.14     Cooperation
with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements.


 


It is expressly agreed and understood
that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers are entitled
to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders in the Loan
Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate with any
Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the provisions
of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification of the lender and/or its
loan seller affiliates with respect to the current


 






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securitization
of the related Mortgage Loan, including, without limitation, reassignment to the related Mortgage Loan Seller of such sections,
but no other portion, of the Loan Documents, to permit the related Mortgage Loan Seller to enforce such provisions for its benefit;
provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee shall be required to take any action that is
inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of this Agreement or the Loan
Documents, would adversely affect any Certificateholder, would cause either Trust REMIC to fail to qualify as a REMIC or the Grantor
Trust to fail to qualify as a grantor trust for federal income tax purposes, or would result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions. To the extent that the Trustee is
required to execute any document facilitating an assignment under this Section 12.14, such document shall be in form and
substance reasonably acceptable to the Trustee.


 


Section 12.15     PNC Bank,
National Association.


 


PNC Bank, National Association,
by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees
that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations
set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


  


[Signature Pages Follow]


 






    	-453-



    	 



    

 


IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized all 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
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer
	 	 	 
	 	By:	/s/ Joseph Newell III
	 	 	Name: Joseph Newell III
	 	 	Title: Director
	 	 	 
	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer
	 	 	 
	 	By:	/s/ David D. Spotts
	 	 	Name: David D. Spotts
	 	 	Title: Senior Vice President




 


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	 	PARK BRIDGE LENDER SERVICES LLC as Operating Advisor
    and as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors
    LLC,  

a New York limited liability company, its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC, 

a New
    York limited liability company, its     Sole     Member
	 	 	 
	 	By:	/s/ Robert J. Spinna,
    Jr.
	 	 	Name: Robert J. Spinna,
    Jr.
	 	 	Title: Managing Member
	 	 	 
	 	CITIBANK, N.A., as Certificate Administrator
	 	 	 
	 	By:	/s/ Cirino Emanuele
	 	 	Name: Cirino Emanuele
	 	 	Title: Vice President
	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 	 	 
	 	By: 	/s/ Karlene Benvenuto
	 	 	Name: Karlene Benvenuto
	 	 	Title: Assistant Vice
    President
	 	 	 
	 	By:	/s/ Marion Hogan
	 	 	Name: Marion Hogan
	 	 	Title: Assistant Vice
    President





 


CGCMT 2016-GC37 - Pooling and Servicing Agreement


 






    	 



    	 



    

 





	STATE OF	)
	 	) ss:
	COUNTY OF	)









 


On this 19 day of April 2016,
before me, the undersigned, a Notary Public in and for the State of NY, duly commissioned and sworn, personally appeared Richard
Simpson, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the VP of CCMSI, a NY LLC,
the entity described in and that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of
said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/
    Chantal J. Lapice
	 	Notary Public
    in and for the
	 	State of New
    York









 


My Commission expires:



[NOTARIAL SEAL]


 


Chantal J. Lapice


Notary Public, State of New York


No. 01LA6285764


Qualified in New York County

Commission Expires July 15, 2017


 


CGCMT 2016-GC37 - Pooling and Servicing Agreement


 






    	 



    	 



    

 





	STATE OF NORTH CAROLINA	)
	 	): ss.
	COUNTY OF MECKLENBURG	)



 


On this 15 day of April, 2016,
personally appeared before me Joseph Newell III, 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 he was authorized to execute said instrument, and that by his signature on the instrument the entity upon
behalf of which he acted, executed this instrument.


 





	 	/s/ Erica L. Smith
	 	Notary
	 	Name:





 


My Commission expires:



[NOTARIAL SEAL]



ERICA L. SMITH


NOTARY PUBLIC


Gaston County


North Carolina


My Commission Expires 7/15/2017


 


CGCMT 2016-GC37 - Pooling and Servicing Agreement


 






    	 



    	 



    

 





	STATE OF KANSAS	)
	 	)          ss:
	COUNTY OF JOHNSON	)



 


On this 15th day of April 2016,
before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally appeared David
D. Spotts, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Senior Vice President of
Midland Loan Services, a Division of PNC Bank, National Association, the entity described in and that executed the foregoing instrument;
and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/Brett Kinder
	 	Notary Public in and for the
	 	State of Kansas


 


My Commission expires:



[NOTARIAL SEAL]


 


Brett Kinder


NOTARY PUBLIC – State of Kansas

My Appt. Exp.    January 30, 2018


 


CGCMT 2016-GC37 - Pooling and Servicing Agreement


 






    	 



    	 



    

 





	STATE OF NEW YORK	)
	 	)          ss:
	COUNTY OF NEW YORK	)



 


On this 15th day of April in
the year 2016, before me, the undersigned, personally appeared Robert J. Spinna, Jr., personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf
of which the individual acted, executed the document.


 





	 	/s/ Cathy Pampinella
	 	Notary Public



 


CATHY PAMPINELLA


Notary Public, State of New York


Registration #01PA6303022


Qualified in Suffolk County


Commission Expires May 12, 2018


 


My Commission expires:



[NOTARIAL SEAL]



 


CGCMT 2016-GC37 - Pooling and Servicing Agreement


 






    	 



    	 



    

 





	STATE OF N.Y.	)
	 	)          ss:
	COUNTY OF New York	)



 


On this 18th day of April 2016,
before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
Cirino Emanuele, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is the Vice President
of Citibank, N.A., a National Association, the entity described in and that executed the foregoing instrument; and that he signed
his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal hereto
affixed the day and year first above written.


 





	 	/s/ Noreen Santos
	 	Notary Public in and for the
	 	State of _______________


 


My Commission expires:



[NOTARIAL SEAL]



NOREEN SANTOS


Notary Public, State of New York


Registration #01SA6228750


Qualified in Nassau County


Certificate Filed in New York CountyCommission Expires September 27,
2018


 


CGCMT 2016-GC37 - Pooling and Servicing Agreement


 






    	 



    	 



    

 


	
        A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.



 


STATE OF CALIFORNIA


COUNTY OF ORANGE


 


On April 22, 2016 before
me, Jerome Jackson, a Notary Public, personally appeared Karlene Benvenuto & Marion Hogan, who proved to me on
the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me
that they executed that same in their authorized capacities, and that by their signatures on the instrument the persons, or the
entity upon behalf of which the persons acted, executed the instrument.


 


I certify under PENALTY OF PERJURY
under the laws of the State of California that the foregoing paragraph is true and correct.


 


	 	/s/ Jerome Jackson
	 	    Signature of Notary Public








 


WITNESS my hand and official seal.

          (SEAL)




 


JEROME JACKSON


Commission # 2011614


Notary Public – California


Orange County


My Comm. Expires Mar 14, 2017


 


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EXHIBIT A-1


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-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.]1


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





1          Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2          Global
Certificate legend.



 






    	A-1-1



    	 



    







 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-1


 


	Pass-Through Rate: 1.635% per annum	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-1 Certificates: $21,993,000	 	Scheduled Final Distribution Date: the Distribution Date in December 2020
	 	 	 


	
        CUSIP: 17290X AQ3

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US17290XAQ34

         

        Common Code: 140291170

         
	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-1 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-1-2



    	 



    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 A-1 Certificates for such Distribution Date,
all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield
Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive


 






    	A-1-3



    	 



    

 


of
interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any Excess
Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity
agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements, the RFT
Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 






    	A-1-4



    	 



    

 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)     to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)    to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings
assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect
in any material respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)      reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to


 






    	A-1-5



    	 



    

 


any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)     reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)    change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)    change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)     without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)    adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred


 






    	A-1-6



    	 



    

 


or
suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-1-7



    	 



    







 





IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-1 Certificate to be duly executed.


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class A-1
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




    	A-1-8



    	 



    

 


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 Class A-1 Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class A-1
Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-1-9



    	 



    

 


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


  




    	A-1-10



    	 



    









 


EXHIBIT A-2


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-2


 


[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.]3


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


3          Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


4          Global
Certificate legend.



 






    	A-2-1



    	 



    







 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-2


 


	Pass-Through Rate: 2.022% per annum	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-2 Certificates: $19,474,000	 	Scheduled Final Distribution Date: the Distribution Date in April 2021
	 	 	 


	
        CUSIP: 17290X AR1

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US17290XAR17

         

        Common Code: 140291188

         
	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-2 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-2-2



    	 



    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 A-2 Certificates for such Distribution Date,
all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield
Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive


 






    	A-2-3



    	 



    

 


of
interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any Excess
Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity
agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements, the RFT
Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 






    	A-2-4



    	 



    

 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)     to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)    to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)      reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to


 






    	A-2-5



    	 



    

 


any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)     reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)    change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)    change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)     without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)    adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred


 






    	A-2-6



    	 



    

 


or
suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-2-7



    	 



    







 





IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-2 Certificate to be duly executed. 


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class A-2
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




    	A-2-8



    	 



    

 


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 Class A-2 Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class A-2
Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-2-9



    	 



    

 


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


  




    	A-2-10



    	 



    

 


EXHIBIT
A-3


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-3


 


[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.]5


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]6


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the
Asset representations reviewer, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 







  


		5	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		6	Global Certificate legend.



  




    	A-3-1



    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-3


 


	Pass-Through
    Rate: 3.050% per annum	 	 
	 	 	 
	First
    Distribution Date: May 12, 2016	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of
    that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-3 Certificates: $175,000,000	 	Scheduled
    Final Distribution Date: the Distribution Date in January 2026
	 	 	 


	CUSIP:
                                         17290X AS9

         
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	ISIN:
                                             US17290XAS99

         

        Common
        Code: 140291242


         
	 	 
	No.:
    [1]	 	 


 


This
certifies that [          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to
be made with respect to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of
Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust
by the Trustee and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans
are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and
Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class
B, Class EC, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class
A-3 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1,
2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-3-2



    	 



    

 





The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, 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 A-3 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made 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
to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions no
less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on
each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of the
Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive


 






    	A-3-3



    	 



    




 


of
interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any Excess
Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity
agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements, the RFT
Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the
Certificateholders or, as applicable, any Companion Loan Holder:


 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 






    	A-3-4



    	 



    




 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)     to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel;


 


(vi)    to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties
to the Pooling and Servicing Agreement; and


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations
or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v)
adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect
to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the
Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by
the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that
no such amendment shall:


 


(i)      reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to





 






    	A-3-5



    	 



    

 


any
Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion
Loan Holder, as applicable,


 


(ii)    reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)    change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)    change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)    without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing
Agreement,


 


(vi)   adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater
than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the
Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying
the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case
of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the
related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including
the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage
Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO
Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained
by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the
purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case
where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if
any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class are effecting such purchase, the purchasing
party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred


 






    	A-3-6



    	 



    

 


or
suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by
the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any
determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final
payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement.
All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


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 Pooling and Servicing
Agreement or be valid for any purpose.


 




    	A-3-7



    	 



    

 







IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-3 Certificate to be duly executed. 


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class A-3
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  




    	A-3-8



    	 



    

 


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 Class A-3 Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class A-3
Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-3-9



    	 



    

 


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


  






 




    	A-3-10



    	 



    

 


EXHIBIT
A-4


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-4


 


[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.]7


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the
Asset representations reviewer, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 







 








		7	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		8	Global Certificate legend.



  




    	A-4-1



    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-4


 


	Pass-Through
    Rate: 3.314% per annum	 	 
	 	 	 
	First
    Distribution Date: May 12, 2016	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage
    Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of
    that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A-4 Certificates: $227,379,000	 	Scheduled
    Final Distribution Date: the Distribution Date in January 2026
	 	 	 


	CUSIP:
                                         17290X AT7

         
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	ISIN:
                                             US17290XAT72

         

        Common
        Code: 140291269


         
	 	 
	No.:
                                         [1]

        
	 	 


 


This
certifies that [          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to
be made with respect to the Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of
Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust
by the Trustee and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans
are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and
Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class
B, Class EC, Class C, Class D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class
A-4 Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1,
2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 






    	A-4-2



    	 



    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, 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 A-4 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made 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
to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions no
less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on
each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of the
Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive


 






    	A-4-3



    	 



    

 


of
interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (iv)
all revenues received in respect of any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing
Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security
agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional security for any Mortgage
Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box
Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account, the Exchangeable
Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any Excess
Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity
agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements, the RFT
Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing
Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the
Certificateholders or, as applicable, any Companion Loan Holder:


 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 






    	A-4-4



    	 



    

 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)     to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel;


 


(vi)    to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties
to the Pooling and Servicing Agreement; and


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations
or rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v)
adversely affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect
to any amendment shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the
Trustee is requesting an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by
the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of
Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that
no such amendment shall:


 


(i)      reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to


 






    	A-4-5



    	 



    

 


any
Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate or that Serviced Companion
Loan Holder, as applicable,


 


(ii)     reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)    change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)    change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)     without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing
Agreement,


 


(vi)    adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater
than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the
Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying
the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case
of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the
related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including
the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of
any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage
Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO
Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained
by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the
purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans),
the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case
where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if
any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master
Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class are effecting such purchase, the purchasing
party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred


 






    	A-4-6



    	 



    

 


or
suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by
the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any
determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling
Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii)
the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final
payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement.
All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


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 Pooling and Servicing
Agreement or be valid for any purpose.


 




    	A-4-7



    	 



    

  


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-4 Certificate to be duly executed. 


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class A-4
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  




    	A-4-8



    	 



    

 


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 Class A-4 Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class A-4
Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-4-9



    	 



    

 


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


  




    	A-4-10



    	 



    





 


EXHIBIT A-5


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-AB


 


[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.]9


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]10


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


9
  Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


10
Global Certificate legend.



 



    	A-5-1 



    	 



    

 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-AB


 


	Pass-Through Rate: 3.098% per annum	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-AB Certificates: $42,462,000	 	Scheduled Final Distribution Date: the Distribution Date in September 2025
	 	 	 


	
        CUSIP: 17290X AU4

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US17290XAU46

         

        Common Code: 140291196

        

         
	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-AB Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 



    	A-5-2 



    	 



    




 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 A-AB Certificates for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share
of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive


 



    	A-5-3 



    	 



    

 


of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)      to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)     to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and
Servicing Agreement or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account,
the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account,
provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related
Distribution Date and (B) the change would not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);


 



    	A-5-4 



    	 



    

 


(iv)   
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on
the Trust Fund, provided that the Trustee and the Certificate Administrator have 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 such risk and (2) the action will not adversely affect in any material respect the
interests of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the
transfer of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any
tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to
comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions
and/or interpretations;


 


(v)    
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by an opinion of counsel;


 


(vi)  
to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that
such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the
Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such
party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such
modification is provided to all parties to the Pooling and Servicing Agreement; and


 


(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings
assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect
in any material respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)      reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to


 



    	A-5-5 



    	 



    

 


any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)    reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)    change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)    change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)     without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)    adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred


 



    	A-5-6 



    	 



    

 


or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-5-7 



    	 



    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class A-AB Certificate to be duly executed. 


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class A-AB
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




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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 Class A-AB Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented by the within Class A-AB
Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




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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


  




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EXHIBIT A-6


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE
REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4 AND CLASS
A-AB CERTIFICATES AND THE CLASS A-S REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS
THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.



 



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CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS X-A


 


	Pass-Through Rate: Variable IO3	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates: $526,255,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2026
	 	 	 


	
        CUSIP: 17290X AY6

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:     US17290XAY67

         
	 	 
	Common Code: 140291200	 	 
	
         

        No.: [1]

         
	 	 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-B, Class A-S, Class B, Class EC, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class X-A Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 








 



 


3
  The initial approximate Pass-Through Rate as of the Closing Date is 1.812% per annum.


 






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This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to
such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate
amount of interest then distributable, if any, with respect to the Class X-A Certificates for such Distribution Date, all as more
fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance
Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 



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As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not


 



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adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)    
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change, provided that the amendment will not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by an opinion of counsel;


 


(vi)   to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing


 



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Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)     reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)    reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)   change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the
related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)   change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)    without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)   adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)  adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii) change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such


 



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Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






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IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class X-A Certificate to be duly executed. 


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class X-A
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




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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 Class X-A Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class X-A
Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-6-9 



    	 



    

 


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


  




    	A-6-10 



    	 



    



 


EXHIBIT A-7


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE
REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-B 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 INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    	 	 A-7-1	 



    	 



    

 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS X-B


 


	Pass-Through Rate: Variable IO3	 	
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates: $33,868,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2026
	 	 	 


	
        CUSIP: 17290X AZ3

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:     US17290XAZ33

         
	 	 
	Common Code: 140291277	 	 
	 	 	 
	
        No.: [1]
	 	 


 


This certifies that [           ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class A-S, Class B, Class EC, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class X-B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 





 



 


	3	The initial approximate Pass-Through Rate as of the Closing
Date is 0.690% per annum.



 






    	 	 A-7-2	 



    	 



    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to
such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate
amount of interest then distributable, if any, with respect to the Class X-B Certificates for such Distribution Date, all as more
fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield Maintenance
Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 






    	 	 A-7-3	 



    	 



    

 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not



 



    	 	 A-7-4	 



    	 



    




	 	 	adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have 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 such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which
consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;




 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing


 



    	 	 A-7-5	 



    	 



    

 


Agreement or of modifying in any manner the rights
of the Certificateholders; provided, however, that no such amendment shall:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.




 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such


 



    	 	 A-7-6	 



    	 



    

 


Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 




    	 	 A-7-7	 



    	 



    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class X-B Certificate to be duly executed. 


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class X-B
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




    	 	 A-7-8	 



    	 



    

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 Class X-B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class X-B
Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date: _________________


 





	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	 	 A-7-9	 



    	 



    

 


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


 




    	 	 A-7-10	 



    	 



    

EXHIBIT A-8


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


SUBJECT TO THE CONDITIONS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS EC CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).


 


DISTRIBUTIONS OF PRINCIPAL AND
INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE
SAME SERIES.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP
OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 




    	 	 A-8-1	 



    	 



    

 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS A-S


 


	Pass-Through Rate: 3.576% per annum	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-S Certificates: $39,947,000. The Aggregate Initial Certificate Balance of the Class A-S Certificates represents the maximum aggregate Certificate Balance of the Class A-S Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class EC Certificates).	 	Scheduled Final Distribution Date: the Distribution Date in February 2026
	 	 	 


	
        CUSIP: 17290X AV2

         
	 	Initial Certificate Balance of this Certificate: $[_____] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:     US17290XAV29

         

        Common Code: 140291226

         
	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class B, Class EC, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-S Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank


 



    	 	 A-8-2	 



    	 



    

 


Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 A-S Certificates for such Distribution Date,
all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield
Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 






    	 	 A-8-3	 



    	 



    

 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


Subject to the conditions
set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth
in the Pooling and Servicing Agreement, may be exchanged for the Class EC Certificates, pursuant to the procedures set forth in
the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or,
as applicable, any Companion Loan Holder:


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 



    	 	 A-8-4	 



    	 



    



		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have 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 such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which
consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;




 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master


 



    	 	 A-8-5	 



    	 



    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.




 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum


 



    	 	 A-8-6	 



    	 



    

 


of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 




    	 	 A-8-7	 



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 





	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 


Dated: April 26, 2016


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class A-S
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 26, 2016 





	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


 




    	 	 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 Class A-S Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class A-S
Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


 




    	 	 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


 




    	 	 A-8-10	 



    	 



    

 


EXHIBIT A-9


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


SUBJECT TO THE CONDITIONS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS EC CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS
CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP
OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1
          Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
          Global Certificate legend.


 






    	A-9-1



    	 



    

 





CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS B


 


	Pass-Through Rate: 4.233% per annum	 	
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates: $33,868,000. The Aggregate Initial Certificate Balance of the Class B Certificates represents the maximum aggregate Certificate Balance of the Class B Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class EC Certificates).	 	Scheduled Final Distribution Date: the Distribution Date in February 2026
	 	 	 
	CUSIP: 17290X AW0	 	Initial Certificate Balance of this Certificate: $[_____] (subject to exchange for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:    US17290XAW02

         

        Common Code: 140291285 
	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class EC, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank


 



    	A-9-2



    	 



    

 


Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 B Certificates for such Distribution Date,
all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield
Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 






    	A-9-3



    	 



    

 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


Subject to the conditions
set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth
in the Pooling and Servicing Agreement, may be exchanged for the Class EC Certificates, pursuant to the procedures set forth in
the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)       to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 






    	A-9-4



    	 



    

 


(ii)      to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)     to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)      to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)     to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)    to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master


 



    	A-9-5



    	 



    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)     change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)     change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)      without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)    adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum


 



    	A-9-6



    	 



    

 


of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






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IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class B Certificate to be duly executed.


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class B
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




    	A-9-8



    	 



    

 


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 Class B Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class B
Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-9-9



    	 



    

 


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


  




    	A-9-10



    	 



    




 


EXHIBIT A-10


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS EC


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING
AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET
FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS
CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP
OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
          Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
          Global Certificate legend.


 






    	A-10-1



    	 



    

 





CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS EC


 


	Pass-Through Rate: The Class EC Certificates will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C Regular Interests represented by the Class EC Certificates.	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class EC Certificates: $106,814,000. The Aggregate Initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the maximum initial Certificate Balances of the Class A-S, Class B and Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates), representing the maximum Certificate Balance of the Class EC Certificates that could be issued in an exchange.	 	Scheduled Final Distribution Date: the Distribution Date in February 2026
	 	 	 


	
        CUSIP:   17290X BA7

         
	 	Initial Certificate Balance of this Certificate: $[_____] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:       US17290XBA72

         

        Common
Code: 140291234 
	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class EC Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class EC Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 






    	A-10-2



    	 



    

 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 EC Certificates for such Distribution Date,
all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield
Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class EC Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not
distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be
set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund
shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of
the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time
specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at
their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive,
from such funds held, the final distribution with respect thereto. If within one year after the second notice any Certificate
shall not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take
appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held.
Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice any 


 



    	A-10-3



    	 



    

 


Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


Subject to the conditions
set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for other Exchangeable Certificates, pursuant
to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange
fee).


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 






    	A-10-4



    	 



    

 


(i)       to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)      to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)     to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)      to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)     to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)    to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or


 



    	A-10-5



    	 



    

 


(v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)       reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)      reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)     change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)     change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)      without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)    adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of


 



    	A-10-6



    	 



    

 


the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-10-7



    	 



    

 





IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class EC Certificate to be duly executed.


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class EC
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




    	A-10-8



    	 



    

 


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 Class EC Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class EC Certificate of the entire Percentage Interest represented by the within Class EC
Certificates to the above-named Assignee(s) and to deliver such Class EC Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-10-9



    	 



    

 


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


  




    	A-10-10



    	 



    


 


EXHIBIT A-11


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


SUBJECT TO THE CONDITIONS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS EC CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON THIS
CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP
OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 






 


1          Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2          Global
Certificate legend.




 






    	A-11-1



    	 



    







 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS C


 


	Pass-Through Rate: The WAC Rate3	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates: $32,999,000. The Aggregate Initial Certificate Balance of the Class C Certificates represents the maximum aggregate Certificate Balance of the Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class EC Certificates).	 	Scheduled Final Distribution Date: the Distribution Date in February 2026
	 	 	 
	CUSIP: 17290X AX8	 	Initial Certificate Balance of this Certificate: $[_____] (subject to exchange for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:     US17290XAX84

         

        Common Code: 140291218 
	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class C Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating


 





 






3
The initial approximate Pass-Through Rate as of the Closing Date is 4.923% per annum.


 






    	A-11-2



    	 



    

 


Advisor
and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 C Certificates for such Distribution Date,
all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield
Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 






    	A-11-3



    	 



    

 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


Subject to the conditions
set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth
in the Pooling and Servicing Agreement, may be exchanged for the Class EC Certificates, pursuant to the procedures set forth in
the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 






    	A-11-4



    	 



    

 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)     to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)    to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master


 






    	A-11-5



    	 



    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)      reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)     reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)    change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)    change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)     without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)    adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum


 






    	A-11-6



    	 



    

 


of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together
with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances
and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have
been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase). Solely
in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling
Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust from and against any liability,
claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered
as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling
and Servicing Agreement or by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling
and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations
or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-11-7



    	 



    







 





IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class C Certificate to be duly executed.


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class C
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  




    	A-11-8



    	 



    

 


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 Class C Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C
Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-11-9



    	 



    

 


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


  




    	A-11-10



    	 



    


 


EXHIBIT A-12


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, 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 POOLING 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 POOLING 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND
INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE
SAME SERIES.


 





 



 


1          Temporary
Regulation S Global Certificate legend.





 


2          Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3          Global
Certificate legend.



 






    	A-12-1



    	 



    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-12-2



    	 



    







 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS D


 


	Pass-Through Rate: 2.788% per annum	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates: $38,210,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2026
	 	 	 


	
        CUSIP:  17290X AA84

U1741V AA85

17290X AB66




         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US17290XAA817

USU1741VAA808

US17290XAB649
	 	 
	 	 	 
	Common Code: 140291315	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,


 





 



 


4
       For Rule 144A Certificates


 


5
       For Regulation S Certificates


 


6
       For IAI Certificates


 


7
       For Rule 144A Certificates


 


8
       For Regulation S Certificates


 


9
       For IAI Certificates 



 






    	A-12-3



    	 



    

 


Class
X-A, Class X-B, Class A-S, Class B, Class EC, Class C, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates
(together with the Class D Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 D Certificates for such Distribution Date,
all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to a share of Yield
Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps


 






    	A-12-4



    	 



    

 


to
contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law
with respect to escheatment of funds, if within two years after the second notice any Certificates shall not have been surrendered
for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing
Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 






    	A-12-5



    	 



    

 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)     to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)    to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or


 






    	A-12-6



    	 



    

 


(v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)      reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)     reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)   change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)   change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)    without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)   adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)  adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii) change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of


 






    	A-12-7



    	 



    

 


the
Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage
Loan) in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase
Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause
(i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of
unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed
to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class are effecting
such purchase, the purchasing party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses
or costs incurred or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result
of (i) any willful misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing
Agreement or by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing
Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties
contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-12-8



    	 



    







 





IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class D Certificate to be duly executed.


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class D
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  




    	A-12-9



    	 



    

 


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 Class D Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D
Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-12-10



    	 



    

 


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


  




    	A-12-11



    	 



    



 


EXHIBIT A-13


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS X-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 POOLING 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 POOLING 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE
REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE WILL NOT BE ENTITLED
TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


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


 





 






 


1
      Temporary Regulation S Global Certificate legend.


 


2
      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
      Global Certificate legend. 



 






    	A-13-1



    	 



    

 


SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-13-2



    	 



    







 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS X-D


 


	Pass-Through Rate: Variable IO4	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates: $38,210,000	 	Scheduled Final Distribution Date: the Distribution Date in February 2026
	 	 	 


	
        CUSIP:  17290X AL45 

                        U1741V
AF76 

                        17290X
        AM27

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US17290XAL478 

                        USU1741VAF779

        US17290XAM2010

         
	 	 
	Common Code: 140291366	 	 
	 	 	 
	
        No.: [1] 
	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class
C, Class D, Class E, Class F, Class G, Class H and Class R


 





 



 


4
       The initial approximate Pass-Through Rate as of the Closing Date is 2.135% per annum.


 


5
       For Rule 144A Certificates


 


6
       For Regulation S Certificates


 


7
       For IAI Certificates


 


8
       For Rule 144A Certificates


 


9
       For Regulation S Certificates


 


10
     For IAI S Certificates



 






    	A-13-3



    	 



    

 


Certificates
(together with the Class X-D Certificates, the “Certificates”; the Holders of Certificates are collectively
referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to
such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate
amount of interest then distributable, if any, with respect to the Class X-D Certificates for such Distribution Date, all as more
fully described in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held.


 






    	A-13-4



    	 



    

 


Subject
to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)     to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 






    	A-13-5



    	 



    

 


(ii)    to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)   to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)   to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)    to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)   to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)  to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master


 






    	A-13-6



    	 



    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)     reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)    reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)   change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)   change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)    without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)   adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)  adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii) change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum


 






    	A-13-7



    	 



    

 


of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together
with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances
and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have
been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase). Solely
in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling
Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust from and against any liability,
claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered
as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling
and Servicing Agreement or by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling
and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations
or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-13-8



    	 



    







 





IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class X-D Certificate to be duly executed.


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class X-D
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  




    	A-13-9



    	 



    

 


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 Class X-D Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class X-D
Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-13-10



    	 



    

 


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


  




    	A-13-11



    	 



    

 


EXHIBIT A-14


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, 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 POOLING 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 POOLING 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND
INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE
SAME SERIES.


 


 



 


1
      Temporary Regulation S Global Certificate legend.


 


2
      Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
      Global Certificate legend.


 






    	A-14-1



    	 



    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
(“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER
U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER 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 OR OTHER 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-14-2



    	 



    

 





CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS E


 


	Pass-Through Rate: The WAC Rate4	 	
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates: $19,105,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2026
	 	 	 


	CUSIP:  17290X AC45

               U1741V AB66

               17290X AD27
	 	Initial Certificate Balance of this Certificate: $[_____]
	 	 	 
	
        ISIN:      US17290XAC488

USU1741VAB639

US17290XAD2110
	 	 
	 	 	 
	Common Code: 140291323	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB,


 


 



 


4      
The initial approximate Pass-Through Rate as of the Closing Date is 4.923% per annum.


 


5      
For Rule 144A Certificates


 


6      
For Regulation S Certificates


 


7      
For IAI Certificates


 


8      
For Rule 144A Certificates


 


9      
For Regulation S Certificates


 


10    
For IAI Certificates


 



    	A-14-3



    	 



    

 


Class X-A, Class X-B, Class A-S, Class B, Class EC, Class
C, Class D, Class X-D, Class F, Class G, Class H and Class R Certificates (together with the Class E Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of


 



    	A-14-4



    	 



    

 


maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 






    	A-14-5



    	 



    

 


(ii)    to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)   to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)     to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)    to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master


 



    	A-14-6



    	 



    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)     reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)    reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)   change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)   change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)    without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)   adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)  adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii) change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum


 



    	A-14-7



    	 



    

 


of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-14-8



    	 



    

 





IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class E Certificate to be duly executed.


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class E
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




    	A-14-9



    	 



    

 


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 Class E Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class E
Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-14-10



    	 



    

 


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


  




    	A-14-11



    	 



    

 


EXHIBIT A-15


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, 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 POOLING 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 POOLING 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


 



 


		1	Temporary Regulation S Global Certificate legend.






		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.







    	A-15-1 



    	 



    




THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS
NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS
SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
(“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER
U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER 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 OR OTHER 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.


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-15-2 



    	 



    







CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS F


	Pass-Through Rate: The WAC Rate4	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates: $7,816,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2026


 


	
        CUSIP: 17290X AE05

        U1741V AC46

        17290X AF77

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:    US17290XAE048

        USU1741VAC479

        US17290XAF7810

         
	 	 
	Common Code: 140291331	 	 
	 	 	 
	No.: [1]	 	 


This certifies
that [           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special Servicer. The
Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB,


 





 



 


		4	The initial approximate Pass-Through Rate as of the Closing
Date is 4.923% per annum.



 


		5	For Rule 144A Certificates



 


		6	For Regulation S Certificates



 


		7	For IAI Certificates



 


		8	For Rule 144A Certificates



 


		9	For Regulation S Certificates



 


		10	For IAI Certificates







    	A-15-3 



    	 



    

 Class X-A, Class X-B, Class A-S, Class B, Class EC, Class
C, Class D, Class X-D, Class E, Class G, Class H and Class R Certificates (together with the Class F Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


This Certificate
is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


This Certificate
represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined,
respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


The Certificate
Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of
the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under
the Pooling and Servicing Agreement.


Pursuant to the
terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, 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 Pooling and Servicing Agreement.


Interest accrued
on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made 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 to accept
such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions no less than
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in a notice to
Certificateholders of the pendency of the final distribution.


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of






    	A-15-4 



    	 



    

maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


This Certificate
is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Pooling and Servicing Agreement.


As provided in
the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements, the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee
pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value
Reserve Fund.


This Certificate
does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement
for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties
and immunities of the Certificate Administrator and Trustee.


As provided in
the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


The Pooling and
Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






    	A-15-5 



    	 



    



		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have 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 such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which
consent may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



provided that
no amendment pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master






    	A-15-6 



    	 



    

 Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


The Pooling and
Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



The Holders of
the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a
purchase price, payable in cash, equal to (i) the sum






    	A-15-7 



    	 



    

 of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive
of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any,
included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special
Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of
such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and
the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the case where the Master
Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the
Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the
Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable,
remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer,
as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling Class representing greater
than 50% of the Certificate Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify
and hold harmless the Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other
than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud
or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard
of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to
the Pooling and Servicing Agreement of any of its representations or warranties contained therein) in connection with the purchase
of such Mortgage Loans and property.


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


The respective
obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect
to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and
to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances
to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations)
shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special
Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests
therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange
by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then
included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


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 Pooling and Servicing Agreement or
be valid for any purpose.






    	A-15-8 



    	 



    






IN WITNESS
WHEREOF, the Certificate Administrator has caused this Class F Certificate to be duly executed.


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 


Dated: April 26, 2016


 


CERTIFICATE
OF AUTHENTICATION


This is one of
the Class F Certificates referred to in the Pooling and Servicing Agreement.


Dated: April 26, 2016


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






    	A-15-9 



    	 



    






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 Class F Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


I (we) further
direct the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented by the within
Class F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following address:


Date: _________________


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number






    	A-15-10 



    	 



    







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


  




    	A-15-11 



    	 



    



 


EXHIBIT A-16


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS G


 


[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 POOLING 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 POOLING 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND
INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE
SAME SERIES.


 








 



 


1
     Temporary Regulation S Global Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
     Global Certificate legend.



 






    	A-16-1 



    	 



    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”,
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
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING
OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
(“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER
U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER 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 OR OTHER 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



 



    	A-16-2 



    	 



    

 


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS G


 


	Pass-Through Rate: The WAC Rate4	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class G Certificates: $7,816,000	 	Scheduled Final Distribution Date: the Distribution Date in March 2026
	 	 	 


	
        CUSIP:  17290X
        AG55

        U1741V AD26

        17290X AH37

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US17290XAG518

USU1741VAD209

US17290XAH3510
	 	 
	 	 	 
	Common Code: 140291340	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that [          ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class
C, Class D, Class X-D, Class E, Class F, Class H and


 





 



 


4
      The initial approximate Pass-Through Rate as of the Closing Date is 4.923% per annum.


 


5
      For Rule 144A Certificates


 


6
      For Regulation S Certificates


 


7
      For IAI Certificates


 


8
      For Rule 144A Certificates


 


9
      For Regulation S Certificates


 


10
    For IAI Certificates



 



    	A-16-3 



    	 



    

 


Class R Certificates (together with the Class G Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 G Certificates for such Distribution Date,
all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held.


 



    	A-16-4 



    	 



    

 


Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 



    	A-16-5 



    	 



    

 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)     to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)    to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master


 



    	A-16-6 



    	 



    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)     reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)    reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)   change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)   change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)    without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)   adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)  adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii) change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum


 



    	A-16-7 



    	 



    

 


of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust
from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-16-8 



    	 



    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class G Certificate to be duly executed. 


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the
Class G Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




    	A-16-9 



    	 



    

 


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 Class G Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class G Certificate of the entire Percentage Interest represented by the within Class G
Certificates to the above-named Assignee(s) and to deliver such Class G Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-16-10 



    	 



    

 


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


  




    	A-16-11 



    	 



    


 


EXHIBIT A-17


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS H


 


[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 POOLING 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 POOLING 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND
INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE
SAME SERIES.


 







 





		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



  






    	A-17-1



    	 



    

  


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH 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 (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE
FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
(“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER
U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER 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 OR OTHER 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.


 


THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-17-2



    	 



    

 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS H


 


	Pass-Through
Rate: The WAC Rate4	 	 
	 	 	 
	First Distribution Date: May 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class H Certificates: $28,657,724	 	Scheduled Final Distribution Date: the Distribution Date in April 2026
	 	 	 


	
        CUSIP:    17290X
        AJ95

          U1741V AE06

          17290X AK67

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:       US17290XAJ908

          USU1741VAE039

          US17290XAK6310

        
	 	 
	 	 	 
	Common Code: 140291358	 	 
	 	 	 
	No.: [1]	 	 


 





This certifies that [           ] is
the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to
the Class H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by
first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class
C, Class D, Class X-D, Class E, Class F, Class G and


 







 





4
     The initial approximate Pass-Through Rate as of the Closing Date is 4.923% per annum.


 


5
     For Rule 144A Certificates


 


6
     For Regulation S Certificates


 


7
     For IAI Certificates


 


8
     For Rule 144A Certificates


 


9
     For Regulation S Certificates


 


10
   For IAI Certificates 


 






    	A-17-3



    	 



    




 


Class R Certificates
(together with the Class H Certificates, the “Certificates”; the Holders of Certificates are collectively referred
to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, 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 H Certificates for such Distribution Date,
all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on this Certificate
during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if any, will
be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class H Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held.


 






    	A-17-4



    	 



    

 


Subject
to applicable state law with respect to escheatment of funds, if within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements,
the RFT Guaranty and the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)          to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 






    	A-17-5



    	 



    

 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)     to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change,
provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as
evidenced by an opinion of counsel;


 


(vi)    to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement; and


 


(vii)   to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master


 






    	A-17-6



    	 



    

 


Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)      reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)     reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)    change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)    change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)     without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)    adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum


 






    	A-17-7



    	 



    

 


of
(A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised
Value of the Trust’s portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer
(such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of
the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect
to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together
with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances
and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have
been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase). Solely
in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling
Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust from and against any liability,
claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered
as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling
and Servicing Agreement or by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling
and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations
or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 




    	A-17-8



    	 



    

 







IN WITNESS WHEREOF, the Certificate
Administrator has caused this Class H Certificate to be duly executed. 


 


	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  


Dated:  April 26, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class H
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: April 26, 2016 


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


  




    	A-17-9



    	 



    

 


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 Class H Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


  


I (we) further direct the Certificate
Registrar to issue a new Class H Certificate of the entire Percentage Interest represented by the within Class H
Certificates to the above-named Assignee(s) and to deliver such Class H Certificate to the following address: 


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


  




    	A-17-10



    	 



    

 


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


  




    	A-17-11



    	 



    


 


EXHIBIT A-18


 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, the Asset representations reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY ONLY BE
TRANSFERRED TO AND OWNED BY A QIB.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS
SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
(“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT IS USING THE ASSETS OF SEPARATE
ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS
OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A
“RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN code SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
disqualified NON-U.S. tax PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS
5.02 AND 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE
ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE
SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE
A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS


 






    	A-18-1



    	 



    

 


AS THEY COME
DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS
GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT
CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE
MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE
TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER
PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND
SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC 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.


 


TRANSFERS OF THIS CERTIFICATE
AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE
TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR
TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    	A-18-2



    	 



    

 


CITIGROUP COMMERCIAL
MORTGAGE TRUST 2016-GC37

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-GC37, CLASS R


 


	Percentage Interest: [     ]%	 	
	 	 	 
	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in April 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first due date in May 2016, the date that would have been its due date in April 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).	 	 
	 	 	 


	
        CUSIP:    17290X
        AN0

         
	 
	
        ISIN:        US17290XAN03 
	 
	 	 
	No.: [1]	 


 


This certifies that [           ] is
the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class R Certificates.
The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial,
multifamily and manufactured housing community properties and held in trust by the Trustee and, other than in the case of the Outside
Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage
Loans (other than the Outside Serviced Mortgage Loans) are to be serviced, pursuant to the Pooling 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 Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class C, Class D, Class X-D, Class E, Class F, Class
G and Class H Certificates (together with the Class R Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have
the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
the “residual interest” in 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.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 






    	A-18-3



    	 



    

 


Pursuant to the terms of the
Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any Certificate),
on the 4th Business Day following the Determination Date in each month, commencing in May 2016 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to
such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of the aggregate amount,
if any, with respect to the Class R Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement.


 


All distributions (other than
the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day. Distributions are required to be made 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 to accept such funds, if such Certificateholder
has provided the Certificate Administrator with written wiring instructions no less than five Business Days prior to the related
Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency of
the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO Property
(but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the
related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property relating
to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master Servicer’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases,
Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account
and any Excess


 






    	A-18-4



    	 



    

 


Interest
Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements
relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase Agreements, the RFT Guaranty and
the KGS Holdings Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
(xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator 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 Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as
applicable, any Companion Loan Holder:


 


(i)      to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(ii)     to
correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement
or with the description thereof in the Prospectus or to correct any error;


 


(iii)    to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A)
the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and
(B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion
of counsel (at the expense of the party requesting the amendment);


 


(iv)    to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have 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
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to


 






    	A-18-5



    	 



    

 


comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


(v)    to
make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other
change, provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel;


 


(vi)   to
modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5; provided that such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties
to the Pooling and Servicing Agreement; and


 


(vii)  to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned
to each Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided that no amendment
pursuant to any of clauses (i)-(vii) above may be made that would (i) reduce the consent or consultation rights or the right to
receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the
Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and
Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Trustee is then
acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    	A-18-6



    	 



    

 


(i)      reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable,


 


(ii)     reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding,


 


(iii)    change
in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the related Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller,


 


(iv)    change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation,


 


(v)     without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting Rights of Certificateholders which are required to consent to any action or inaction under the Pooling and
Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant to the Pooling and Servicing
Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,


 


(vi)    adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders,


 


(vii)   adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent, or


 


(viii)  change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


The Holders of the Controlling
Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do not, the Special
Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders, the Special
Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage Interest in
such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice given to the
parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer shall notify
the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated Termination
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced Loan Combinations,
subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender Agreement) then included
in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s interest in any
REO Property acquired with respect to any Outside Serviced Mortgage Loan) in respect of any Mortgage Loan, at a purchase price,
payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing


 






    	A-18-7



    	 



    

 


greater
than 50% of the Certificate Balance of the Controlling Class are effecting such purchase, the purchasing party shall indemnify
and hold harmless the Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other
than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud
or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard
of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to
the Pooling and Servicing Agreement of any of its representations or warranties contained therein) in connection with the purchase
of such Mortgage Loans and property.


 


Any Person(s) effecting an
early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master
Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder
of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant
to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created by the Pooling 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 Pooling and Servicing Agreement. All such payments as contemplated by the
preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly
following receipt thereof.


 


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 Pooling and Servicing Agreement or be valid
for any purpose.


 






    	A-18-8



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


 





	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 


Dated: April 26, 2016


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Class R
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: April 26, 2016 





	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 






    	A-18-9



    	 



    




 


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 Class R Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct the
Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class R Certificates
to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


 


Date: _________________





	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


 






    	A-18-10



    	 



    

 


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


 






    	A-18-11



    	 



    



 


EXHIBIT B



MORTGAGE LOAN SCHEDULE


 



    	B-1



    	 



    




 




 


	CGCMT
    2016-GC37 Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original
	Control	 	 	 	Loan	 	 	 	 	 	 	 	 	 	 	 	Cut-Off
    Date	 	Mortgage
	Number	 	Footnotes	 	Number	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	Balance
    ($)	 	Rate
	1	 	(1)	 	8998	 	Sheraton
    Denver Downtown Fee	 	1550 Court
    Place 	 	Denver	 	Colorado	 	80202	 	70,000,000.00	 	4.50000%
	2	 	 	 	11045	 	Williams
    Mullen Center	 	200 South
    10th Street	 	Richmond	 	Virginia	 	23219	 	51,744,942.51	 	4.95000%
	3	 	(2)	 	10876	 	79 Madison
    Avenue	 	79 Madison
    Avenue	 	New
    York	 	New
    York	 	10016	 	40,000,000.00	 	4.75000%
	4	 	 	 	15092120	 	Hilton
    Orrington Evanston	 	1710 Orrington
    Avenue	 	Evanston	 	Illinois	 	60201	 	40,000,000.00	 	5.07000%
	5	 	(3)	 	107323b	 	Austin
    Block 21	 	200 and
    212 Lavaca Street	 	Austin	 	Texas	 	78701	 	39,876,236.62	 	5.58000%
	6	 	 	 	11089	 	Hotel on
    Rivington	 	107 Rivington
    Street	 	New
    York	 	New
    York	 	10002	 	36,500,000.00	 	4.96000%
	7	 	 	 	333	 	West LA
    Office - 350 South Beverly Drive	 	350 South
    Beverly Drive	 	Beverly
    Hills	 	California	 	90212	 	34,600,000.00	 	5.07000%
	8	 	(4)	 	999	 	600 Broadway	 	600 Broadway	 	New
    York	 	New
    York	 	10012	 	30,000,000.00	 	4.69000%
	9	 	(5)	 	8970	 	5 Penn
    Plaza	 	5 Penn
    Plaza	 	New
    York	 	New
    York	 	10001	 	25,000,000.00	 	4.86153%
	10	 	 	 	15110305	 	Hampshire
    Tower Apartments	 	7401 New
    Hampshire Avenue	 	Takoma
    Park	 	Maryland	 	20912	 	22,000,000.00	 	4.87000%
	11	 	(6)	 	9070	 	Park Place	 	1255, 1260,
    1333, 1340, 1445 and 1450 South Spectrum Boulevard	 	Chandler	 	Arizona	 	85286	 	20,000,000.00	 	4.92000%
	12	 	 	 	9194	 	McCallum
    Courts and McCallum Glen	 	 	 	 	 	 	 	 	 	19,143,750.00	 	4.79000%
	12.01	 	 	 	9194-1	 	McCallum
    Glen	 	7740 McCallum
    Boulevard	 	Dallas	 	Texas	 	75252	 	 	 	 
	12.02	 	 	 	9194-2	 	McCallum
    Courts 	 	7777 McCallum
    Boulevard	 	Dallas	 	Texas	 	75252	 	 	 	 
	13	 	 	 	1	 	Arbors
    at Turnberry	 	3655 Rosslare
    Harbour Drive	 	Pickerington	 	Ohio	 	43147	 	18,700,000.00	 	5.66000%
	14	 	 	 	15061207	 	Deerfield
    Plaza	 	12720 South
    Orange Blossom Trail	 	Orlando	 	Florida	 	32837	 	18,000,000.00	 	5.04000%
	15	 	 	 	9066	 	Amsdell
    Self Storage - Cincinnati Portfolio	 	 	 	 	 	 	 	 	 	14,150,000.00	 	5.08000%
	15.01	 	 	 	9066-1	 	Compass
    Self Storage - Florence	 	10000 Sam
    Neace Drive	 	Florence	 	Kentucky	 	41042	 	 	 	 
	15.02	 	 	 	9066-4	 	Compass
    Self Storage - Cincinnati	 	3951 Nine
    Mile Tobasco Road	 	Cincinnati	 	Ohio	 	45255	 	 	 	 
	15.03	 	 	 	9066-3	 	CubeSmart
    Self Storage - Taunton	 	33 Chandler
    Avenue	 	Taunton	 	Massachusetts	 	02780	 	 	 	 
	15.04	 	 	 	9066-2	 	Compass
    Self Storage - Hebron	 	2020 Northside
    Drive	 	Hebron	 	Kentucky	 	41048	 	 	 	 
	16	 	 	 	555	 	MI,
    OH & GA Multifamily Portfolio	 	 	 	 	 	 	 	 	 	13,050,000.00	 	4.97200%
	16.01	 	 	 	555-1	 	Ashgrove
    Apartments	 	15151 Ashgrove
    Drive	 	Sterling
    Heights	 	Michigan	 	48313	 	 	 	 
	16.02	 	 	 	555-2	 	Ramblewood
    Apartments	 	3131 North
    Oaks Street	 	Valdosta	 	Georgia	 	31602	 	 	 	 
	16.03	 	 	 	555-3	 	Slate Run
    Apartments	 	248 South
    Heincke Road	 	Miamisburg	 	Ohio	 	45342	 	 	 	 
	17	 	 	 	2	 	Estates
    at Westernaire 	 	3975 North
    Nellis Boulevard	 	Las
    Vegas	 	Nevada	 	89115	 	12,500,000.00	 	4.83000%
	18	 	 	 	9310	 	Troy Place
    Apartments	 	2869 Troy
    Center Drive	 	Troy	 	Michigan	 	48084	 	11,550,000.00	 	4.95000%
	19	 	 	 	9050	 	Staybridge
    Cleveland Mayfield	 	6103 Landerhaven
    Drive	 	Mayfield
    Heights	 	Ohio	 	44124	 	11,200,000.00	 	4.84000%
	20	 	 	 	9257	 	The Armitage
    Collection	 	1123-1133
    West Armitage Avenue	 	Chicago	 	Illinois	 	60614	 	11,000,000.00	 	4.75000%
	21	 	 	 	 	 	Triangle
    Shopping Center	 	2935 Pat
    Booker Road	 	Universal
    City	 	Texas	 	78148	 	10,377,003.79	 	4.95000%
	22	 	 	 	126569	 	Holiday
    Inn Express & Suites Wisconsin	 	1033 Wisconsin
    Dells Parkway South	 	Baraboo	 	Wisconsin	 	53913	 	9,227,507.67	 	4.94900%
	23	 	 	 	111	 	Siena Town
    Center	 	10080-10180
    West Tropicana Avenue	 	Las
    Vegas	 	Nevada	 	89147	 	9,000,000.00	 	4.90000%
	24	 	 	 	9294	 	Franklin
    Center	 	29100 Northwestern
    Highway	 	Southfield	 	Michigan	 	48034	 	8,990,923.77	 	5.22000%
	25	 	 	 	9139	 	Hilton
    Garden Inn - Saint Charles	 	4070 East
    Main Street	 	Saint
    Charles	 	Illinois	 	60174	 	8,575,000.00	 	5.05000%
	26	 	 	 	3	 	Northwood
    Oaks	 	2519 North
    McMullen Booth Road	 	Clearwater
    	 	Florida	 	33761	 	8,175,000.00	 	4.61000%
	27	 	 	 	9358	 	Cheswick
    Village Apartments	 	9201 East
    30th Street	 	Indianapolis	 	Indiana	 	46229	 	7,900,000.00	 	5.01000%
	28	 	 	 	126575	 	Holiday
    Inn Express & Suites Traverse City	 	3536 Mount
    Hope Road	 	Williamsburg	 	 Michigan	 	49690	 	7,033,173.40	 	5.05000%
	29	 	 	 	16011902	 	Arizona
    Pavilion	 	5920, 5940,
    5960, 5884, 5970 and 5892 West Arizona Pavilions Drive	 	Marana	 	Arizona	 	85743	 	6,800,000.00	 	5.30000%
	30	 	 	 	9335	 	Chesterfield
    Square	 	51315-51405
    Gratiot Avenue	 	Chesterfield	 	Michigan	 	48051	 	6,543,750.00	 	5.06000%
	31	 	 	 	 	 	Whitney
    Gray Building	 	401 Southwest
    12th Avenue	 	Portland
    	 	Oregon	 	97205	 	6,300,000.00	 	4.69500%
	32	 	 	 	15120301	 	Storage
    R Us Portfolio	 	 	 	 	 	 	 	 	 	5,500,000.00	 	5.00000%
	32.01	 	 	 	15120301.01	 	Storage
    R Us - Aiken	 	2675 Whiskey
    Road	 	Aiken	 	South
    Carolina	 	29803	 	 	 	 
	32.02	 	 	 	15120301.02	 	Storage
    R Us - Columbia	 	441 Clemson
    Road	 	Columbia	 	South
    Carolina	 	29229	 	 	 	 
	33	 	 	 	 	 	Cottonwood
    Square Shopping Center	 	7960 Niwot
    Road	 	Niwot	 	Colorado	 	80503	 	4,700,000.00	 	5.11000%
	34	 	 	 	15102201	 	Walgreens
    Madison	 	5702 Raymond
    Road	 	Madison	 	Wisconsin	 	53711	 	4,525,000.00	 	5.15000%
	35	 	 	 	6	 	Ohio
    Retail Portfolio	 	 	 	 	 	 	 	 	 	4,274,082.41	 	4.60000%
	35.01	 	 	 	 	 	Mattress
    Firm	 	26400 Lorain
    Road	 	North
    Olmsted	 	Ohio	 	44070	 	 	 	 
	35.02	 	 	 	 	 	Olive Garden	 	26000 Harvard
    Road	 	Warrensville
    Heights	 	Ohio	 	44122	 	 	 	 
	35.03	 	 	 	 	 	Advanced
    Auto Parts	 	945 Coshocton
    Avenue	 	Mount
    Vernon	 	Ohio	 	43050	 	 	 	 
	36	 	 	 	4	 	Providence
    Plaza	 	1229 and
    1235 Providence Boulevard	 	Deltona	 	Florida	 	32725	 	4,125,000.00	 	4.61000%
	37	 	 	 	15110376	 	Walgreens
    West Bend	 	1921 South
    Main Street	 	West
    Bend	 	Wisconsin	 	53095	 	4,000,000.00	 	4.80000%
	38	 	 	 	15111902	 	Oak Lawn
    Apartments	 	10200-10232
    South Pulaski Road	 	Oak
    Lawn	 	Illinois	 	60453	 	4,000,000.00	 	5.90000%
	39	 	 	 	5	 	Lemoore
    Plaza	 	155 and
    161 West Hanford Armona Road	 	Lemoore	 	California	 	93245	 	3,968,136.39	 	5.08000%
	40	 	 	 	7	 	Walgreens
    Sarasota	 	3550 Fruitville
    Road	 	Sarasota	 	Florida	 	34237	 	3,648,517.12	 	4.49000%
	41	 	 	 	222	 	Fry’s
    at the Islands	 	855 West
    Warner Road	 	Gilbert	 	Arizona	 	85233	 	3,484,028.89	 	4.99300%
	42	 	 	 	444	 	Okatie
    Self Storage	 	5 Stockade
    Drive	 	Ridgeland	 	South
    Carolina	 	29909	 	2,625,000.00	 	5.17100%
	43	 	 	 	15111979	 	American
    Self Storage	 	1060 Freeport
    Boulevard	 	Sparks	 	Nevada	 	89431	 	2,600,000.00	 	5.55000%
	44	 	 	 	9	 	Sherwin
    Williams Portfolio	 	 	 	 	 	 	 	 	 	2,257,039.28	 	4.34000%
	44.01	 	 	 	 	 	Sherwin
    Williams-Clinton Township	 	22070 Hall
    Road	 	Clinton
    Township	 	Michigan	 	48038	 	 	 	 
	44.02	 	 	 	 	 	Sherwin
    Williams-New Hudson	 	30600 Lyon
    Center Drive East	 	New
    Hudson	 	Michigan	 	48165	 	 	 	 
	45	 	 	 	14	 	Parkside
    Apartments	 	23740 Fenkell
    Street 	 	Detroit	 	Michigan	 	48223	 	2,242,354.93	 	5.12000%
	46	 	 	 	16	 	Midway
    Self Storage	 	105 Mauldin
    Drive	 	Alpharetta	 	Georgia	 	30004	 	2,142,606.32	 	5.06000%
	47	 	 	 	12	 	Maplewood
    MHC	 	3271 East
    Waterloo Road	 	Akron	 	Ohio	 	44312	 	2,140,000.00	 	4.88000%
	48	 	 	 	17	 	Acworth
    Self Storage	 	5405 Glade
    Road Southeast	 	Acworth	 	Georgia	 	30102	 	2,092,778.24	 	5.06000%
	49	 	 	 	15	 	Glen Cove
    Apartments	 	23871 Fullerton
    Street	 	Detroit	 	Michigan	 	48223	 	1,990,924.64	 	5.02000%
	50	 	 	 	8	 	27810 Chagrin
    Boulevard	 	27810 Chagrin
    Boulevard	 	Woodmere	 	Ohio	 	44122	 	1,987,483.08	 	4.60000%
	51	 	 	 	10	 	Elkhart
    MHC	 	29200 County
    Road 20	 	Elkhart	 	Indiana	 	46517	 	1,314,408.75	 	4.87000%
	52	 	 	 	13	 	Jefferson
    MHC	 	101 East
    Monroe Circle 	 	Jefferson
    	 	Ohio	 	44047	 	1,275,000.00	 	4.95000%
	53	 	 	 	11	 	Suncoast
    MHC	 	130 South
    Suncoast Boulevard	 	Crystal
    River	 	Florida	 	34429	 	1,050,000.00	 	4.87000%
	54	 	 	 	18	 	Buford
    Self Storage	 	1600 French
    Boulevard	 	Buford	 	Georgia	 	30518	 	847,076.92	 	5.06000%


 






    	 



    	 



    

 


	CGCMT
    2016-GC37 Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Remaining	 	 	 	Remaining	 	 	 	 	 	 
	Control	 	 	 	Loan	 	 	 	Term
    To	 	 	 	Amortization
    Term	 	Servicing	 	Subservicing	 	Mortgage
    
	Number	 	Footnotes	 	Number	 	Property
    Name	 	Maturity
    Date (Mos.)	 	Maturity
    Date	 	(Mos.)	 	Fee
    Rate (%)	 	Fee
    Rate (%)	 	Loan
    Seller
	1	 	(1)	 	8998	 	Sheraton
    Denver Downtown Fee	 	117	 	1/6/2026	 	0	 	0.00250%	 	0.00250%	 	CGMRC
	2	 	 	 	11045	 	Williams
    Mullen Center	 	118	 	2/6/2026	 	238	 	0.00500%	 	0.00000%	 	CGMRC
	3	 	(2)	 	10876	 	79 Madison
    Avenue	 	117	 	1/6/2026	 	0	 	0.00250%	 	0.00250%	 	CGMRC
	4	 	 	 	15092120	 	Hilton
    Orrington Evanston	 	117	 	1/6/2026	 	360	 	0.00500%	 	0.00000%	 	RMF
	5	 	(3)	 	107323b	 	Austin
    Block 21	 	117	 	1/6/2026	 	357	 	0.00250%	 	0.00750%	 	GSMC
	6	 	 	 	11089	 	Hotel on
    Rivington	 	119	 	3/6/2026	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	7	 	 	 	333	 	West LA
    Office - 350 South Beverly Drive	 	117	 	1/6/2026	 	360	 	0.00500%	 	0.00000%	 	BNYM
	8	 	(4)	 	999	 	600 Broadway	 	117	 	1/6/2026	 	0	 	0.00250%	 	0.00250%	 	BNYM
	9	 	(5)	 	8970	 	5 Penn
    Plaza	 	117	 	1/6/2026	 	0	 	0.00250%	 	0.00250%	 	CGMRC
	10	 	 	 	15110305	 	Hampshire
    Tower Apartments	 	118	 	2/6/2026	 	360	 	0.00500%	 	0.00000%	 	RMF
	11	 	(6)	 	9070	 	Park Place	 	117	 	1/6/2026	 	360	 	0.00250%	 	0.02000%	 	CGMRC
	12	 	 	 	9194	 	McCallum
    Courts and McCallum Glen	 	117	 	1/6/2026	 	360	 	0.00250%	 	0.03000%	 	CGMRC
	12.01	 	 	 	9194-1	 	McCallum
    Glen	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	12.02	 	 	 	9194-2	 	McCallum
    Courts 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13	 	 	 	1	 	Arbors
    at Turnberry	 	113	 	9/6/2025	 	360	 	0.00250%	 	0.00750%	 	KGS
	14	 	 	 	15061207	 	Deerfield
    Plaza	 	117	 	1/6/2026	 	360	 	0.00500%	 	0.00000%	 	RMF
	15	 	 	 	9066	 	Amsdell
    Self Storage - Cincinnati Portfolio	 	118	 	2/6/2026	 	360	 	0.00500%	 	0.03000%	 	CGMRC
	15.01	 	 	 	9066-1	 	Compass
    Self Storage - Florence	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	15.02	 	 	 	9066-4	 	Compass
    Self Storage - Cincinnati	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	15.03	 	 	 	9066-3	 	CubeSmart
    Self Storage - Taunton	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	15.04	 	 	 	9066-2	 	Compass
    Self Storage - Hebron	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	16	 	 	 	555	 	MI,
    OH & GA Multifamily Portfolio	 	115	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	BNYM
	16.01	 	 	 	555-1	 	Ashgrove
    Apartments	 	 	 	 	 	 	 	 	 	 	 	BNYM
	16.02	 	 	 	555-2	 	Ramblewood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	BNYM
	16.03	 	 	 	555-3	 	Slate Run
    Apartments	 	 	 	 	 	 	 	 	 	 	 	BNYM
	17	 	 	 	2	 	Estates
    at Westernaire 	 	116	 	12/6/2025	 	360	 	0.00500%	 	0.00000%	 	KGS
	18	 	 	 	9310	 	Troy Place
    Apartments	 	118	 	2/6/2026	 	360	 	0.00250%	 	0.05000%	 	CGMRC
	19	 	 	 	9050	 	Staybridge
    Cleveland Mayfield	 	118	 	2/6/2026	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	20	 	 	 	9257	 	The Armitage
    Collection	 	117	 	1/6/2026	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	21	 	 	 	 	 	Triangle
    Shopping Center	 	56	 	12/1/2020	 	356	 	0.00500%	 	0.00000%	 	RAIT
    Funding, LLC
	22	 	 	 	126569	 	Holiday
    Inn Express & Suites Wisconsin	 	118	 	2/6/2026	 	358	 	0.00500%	 	0.04000%	 	GSMC
	23	 	 	 	111	 	Siena Town
    Center	 	117	 	1/6/2026	 	0	 	0.00500%	 	0.00000%	 	BNYM
	24	 	 	 	9294	 	Franklin
    Center	 	119	 	3/6/2026	 	359	 	0.00250%	 	0.05000%	 	CGMRC
	25	 	 	 	9139	 	Hilton
    Garden Inn - Saint Charles	 	118	 	2/6/2026	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	26	 	 	 	3	 	Northwood
    Oaks	 	115	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	KGS
	27	 	 	 	9358	 	Cheswick
    Village Apartments	 	118	 	2/6/2026	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	28	 	 	 	126575	 	Holiday
    Inn Express & Suites Traverse City	 	118	 	2/6/2026	 	358	 	0.00500%	 	0.04000%	 	GSMC
	29	 	 	 	16011902	 	Arizona
    Pavilion	 	60	 	4/6/2021	 	360	 	0.00500%	 	0.00000%	 	RMF
	30	 	 	 	9335	 	Chesterfield
    Square	 	118	 	2/6/2026	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	31	 	 	 	 	 	Whitney
    Gray Building	 	115	 	11/1/2025	 	0	 	0.00500%	 	0.00000%	 	RAIT
    Funding, LLC
	32	 	 	 	15120301	 	Storage
    R Us Portfolio	 	117	 	1/6/2026	 	360	 	0.00500%	 	0.00000%	 	RMF
	32.01	 	 	 	15120301.01	 	Storage
    R Us - Aiken	 	 	 	 	 	 	 	 	 	 	 	RMF
	32.02	 	 	 	15120301.02	 	Storage
    R Us - Columbia	 	 	 	 	 	 	 	 	 	 	 	RMF
	33	 	 	 	 	 	Cottonwood
    Square Shopping Center	 	117	 	1/1/2026	 	360	 	0.00250%	 	0.08000%	 	RAIT
    Funding, LLC
	34	 	 	 	15102201	 	Walgreens
    Madison	 	117	 	1/6/2026	 	360	 	0.00500%	 	0.00000%	 	RMF
	35	 	 	 	6	 	Ohio
    Retail Portfolio	 	115	 	11/6/2025	 	355	 	0.00500%	 	0.00000%	 	KGS
	35.01	 	 	 	 	 	Mattress
    Firm	 	 	 	 	 	 	 	 	 	 	 	KGS
	35.02	 	 	 	 	 	Olive Garden	 	 	 	 	 	 	 	 	 	 	 	KGS
	35.03	 	 	 	 	 	Advanced
    Auto Parts	 	 	 	 	 	 	 	 	 	 	 	KGS
	36	 	 	 	4	 	Providence
    Plaza	 	115	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	KGS
	37	 	 	 	15110376	 	Walgreens
    West Bend	 	118	 	2/6/2026	 	0	 	0.00500%	 	0.00000%	 	RMF
	38	 	 	 	15111902	 	Oak Lawn
    Apartments	 	119	 	3/6/2026	 	300	 	0.00500%	 	0.00000%	 	RMF
	39	 	 	 	5	 	Lemoore
    Plaza	 	113	 	9/6/2025	 	353	 	0.00500%	 	0.04000%	 	KGS
	40	 	 	 	7	 	Walgreens
    Sarasota	 	115	 	11/6/2025	 	355	 	0.00500%	 	0.00000%	 	KGS
	41	 	 	 	222	 	Fry’s
    at the Islands	 	116	 	12/6/2025	 	356	 	0.00500%	 	0.00000%	 	BNYM
	42	 	 	 	444	 	Okatie
    Self Storage	 	117	 	1/6/2026	 	360	 	0.00500%	 	0.00000%	 	BNYM
	43	 	 	 	15111979	 	American
    Self Storage	 	120	 	4/6/2026	 	360	 	0.00500%	 	0.00000%	 	RMF
	44	 	 	 	9	 	Sherwin
    Williams Portfolio	 	115	 	11/6/2025	 	355	 	0.00500%	 	0.00000%	 	KGS
	44.01	 	 	 	 	 	Sherwin
    Williams-Clinton Township	 	 	 	 	 	 	 	 	 	 	 	KGS
	44.02	 	 	 	 	 	Sherwin
    Williams-New Hudson	 	 	 	 	 	 	 	 	 	 	 	KGS
	45	 	 	 	14	 	Parkside
    Apartments	 	117	 	1/6/2026	 	357	 	0.00500%	 	0.00000%	 	KGS
	46	 	 	 	16	 	Midway
    Self Storage	 	117	 	1/6/2026	 	357	 	0.00500%	 	0.00000%	 	KGS
	47	 	 	 	12	 	Maplewood
    MHC	 	114	 	10/6/2025	 	360	 	0.00250%	 	0.06500%	 	KGS
	48	 	 	 	17	 	Acworth
    Self Storage	 	117	 	1/6/2026	 	357	 	0.00500%	 	0.00000%	 	KGS
	49	 	 	 	15	 	Glen Cove
    Apartments	 	116	 	12/6/2025	 	356	 	0.00500%	 	0.00000%	 	KGS
	50	 	 	 	8	 	27810 Chagrin
    Boulevard	 	115	 	11/6/2025	 	355	 	0.00500%	 	0.00000%	 	KGS
	51	 	 	 	10	 	Elkhart
    MHC	 	113	 	9/6/2025	 	293	 	0.00250%	 	0.06500%	 	KGS
	52	 	 	 	13	 	Jefferson
    MHC	 	115	 	11/6/2025	 	360	 	0.00500%	 	0.00000%	 	KGS
	53	 	 	 	11	 	Suncoast
    MHC	 	113	 	9/6/2025	 	360	 	0.00250%	 	0.06500%	 	KGS
	54	 	 	 	18	 	Buford
    Self Storage	 	117	 	1/6/2026	 	357	 	0.00500%	 	0.00000%	 	KGS


 






    	 



    	 



    

 


	CGCMT
    2016-GC37 Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Crossed
    With	 	 	 	 	 	 	 	 	 	 
	Control	 	 	 	Loan	 	 	 	Other
    Loans	 	ARD	 	Final	 	ARD	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan
	Number	 	Footnotes	 	Number	 	Property
    Name	 	(Crossed
    Group)	 	(Yes/No)	 	Maturity
    Date	 	Revised
    Rate	 	Flag	 	Cut-off
    Balance
	1	 	(1)	 	8998	 	Sheraton
    Denver Downtown Fee	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	2	 	 	 	11045	 	Williams
    Mullen Center	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	3	 	(2)	 	10876	 	79 Madison
    Avenue	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	4	 	 	 	15092120	 	Hilton
    Orrington Evanston	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	5	 	(3)	 	107323b	 	Austin
    Block 21	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	6	 	 	 	11089	 	Hotel on
    Rivington	 	NAP	 	No	 	3/6/2026	 	 	 	 	 	 
	7	 	 	 	333	 	West LA
    Office - 350 South Beverly Drive	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	8	 	(4)	 	999	 	600 Broadway	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	9	 	(5)	 	8970	 	5 Penn
    Plaza	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	10	 	 	 	15110305	 	Hampshire
    Tower Apartments	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	11	 	(6)	 	9070	 	Park Place	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	12	 	 	 	9194	 	McCallum
    Courts and McCallum Glen	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	12.01	 	 	 	9194-1	 	McCallum
    Glen	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	 	 	 	9194-2	 	McCallum
    Courts 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	1	 	Arbors
    at Turnberry	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 
	14	 	 	 	15061207	 	Deerfield
    Plaza	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	15	 	 	 	9066	 	Amsdell
    Self Storage - Cincinnati Portfolio	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	15.01	 	 	 	9066-1	 	Compass
    Self Storage - Florence	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	9066-4	 	Compass
    Self Storage - Cincinnati	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	9066-3	 	CubeSmart
    Self Storage - Taunton	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	9066-2	 	Compass
    Self Storage - Hebron	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	555	 	MI,
    OH & GA Multifamily Portfolio	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 
	16.01	 	 	 	555-1	 	Ashgrove
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	 	 	555-2	 	Ramblewood
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	 	 	555-3	 	Slate Run
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	2	 	Estates
    at Westernaire 	 	NAP	 	No	 	12/6/2025	 	 	 	 	 	 
	18	 	 	 	9310	 	Troy Place
    Apartments	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	19	 	 	 	9050	 	Staybridge
    Cleveland Mayfield	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	20	 	 	 	9257	 	The Armitage
    Collection	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	21	 	 	 	 	 	Triangle
    Shopping Center	 	NAP	 	No	 	12/1/2020	 	 	 	 	 	 
	22	 	 	 	126569	 	Holiday
    Inn Express & Suites Wisconsin	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	23	 	 	 	111	 	Siena Town
    Center	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	24	 	 	 	9294	 	Franklin
    Center	 	NAP	 	No	 	3/6/2026	 	 	 	 	 	 
	25	 	 	 	9139	 	Hilton
    Garden Inn - Saint Charles	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	26	 	 	 	3	 	Northwood
    Oaks	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 
	27	 	 	 	9358	 	Cheswick
    Village Apartments	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	28	 	 	 	126575	 	Holiday
    Inn Express & Suites Traverse City	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	29	 	 	 	16011902	 	Arizona
    Pavilion	 	NAP	 	No	 	4/6/2021	 	 	 	 	 	 
	30	 	 	 	9335	 	Chesterfield
    Square	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	31	 	 	 	 	 	Whitney
    Gray Building	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 
	32	 	 	 	15120301	 	Storage
    R Us Portfolio	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	32.01	 	 	 	15120301.01	 	Storage
    R Us - Aiken	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	15120301.02	 	Storage
    R Us - Columbia	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	Cottonwood
    Square Shopping Center	 	NAP	 	No	 	1/1/2026	 	 	 	 	 	 
	34	 	 	 	15102201	 	Walgreens
    Madison	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	35	 	 	 	6	 	Ohio
    Retail Portfolio	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 
	35.01	 	 	 	 	 	Mattress
    Firm	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	Olive Garden	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	Advanced
    Auto Parts	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	4	 	Providence
    Plaza	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 
	37	 	 	 	15110376	 	Walgreens
    West Bend	 	NAP	 	No	 	2/6/2026	 	 	 	 	 	 
	38	 	 	 	15111902	 	Oak Lawn
    Apartments	 	NAP	 	No	 	3/6/2026	 	 	 	 	 	 
	39	 	 	 	5	 	Lemoore
    Plaza	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 
	40	 	 	 	7	 	Walgreens
    Sarasota	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 
	41	 	 	 	222	 	Fry’s
    at the Islands	 	NAP	 	No	 	12/6/2025	 	 	 	 	 	 
	42	 	 	 	444	 	Okatie
    Self Storage	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	43	 	 	 	15111979	 	American
    Self Storage	 	NAP	 	No	 	4/6/2026	 	 	 	 	 	 
	44	 	 	 	9	 	Sherwin
    Williams Portfolio	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 
	44.01	 	 	 	 	 	Sherwin
    Williams-Clinton Township	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	Sherwin
    Williams-New Hudson	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	 	 	14	 	Parkside
    Apartments	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	46	 	 	 	16	 	Midway
    Self Storage	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	47	 	 	 	12	 	Maplewood
    MHC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 
	48	 	 	 	17	 	Acworth
    Self Storage	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 
	49	 	 	 	15	 	Glen Cove
    Apartments	 	NAP	 	No	 	12/6/2025	 	 	 	 	 	 
	50	 	 	 	8	 	27810 Chagrin
    Boulevard	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 
	51	 	 	 	10	 	Elkhart
    MHC	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 
	52	 	 	 	13	 	Jefferson
    MHC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 
	53	 	 	 	11	 	Suncoast
    MHC	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 
	54	 	 	 	18	 	Buford
    Self Storage	 	NAP	 	No	 	1/6/2026	 	 	 	 	 	 


 






    	 



    	 



    

 


CGCMT 2016-GC37 Mortgage Loan
Schedule


 


		 	 	 	Serviced
    Companion Loan	 	 	 	 	 	Serviced
    Companion Loan
	 	 	 	 	 	 	 	 	 	 	Remaining	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan	 	Remaining
	Control	 	 	 	Loan	 	 	 	Serviced
    Companion Loan	 	Term
    To	 	Maturity	 	Amortization
    Term	 	Servicing
	Number	 	Footnotes	 	Number	 	Property
    Name	 	Interest
    Rate	 	Maturity	 	Date	 	(Mos.)	 	Fees
	1	 	(1)	 	8998	 	Sheraton
    Denver Downtown Fee	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	11045	 	Williams
    Mullen Center	 	 	 	 	 	 	 	 	 	 
	3	 	(2)	 	10876	 	79 Madison
    Avenue	 	 	 	 	 	 	 	 	 	 
	4	 	 	 	15092120	 	Hilton
    Orrington Evanston	 	 	 	 	 	 	 	 	 	 
	5	 	(3)	 	107323b	 	Austin
    Block 21	 	 	 	 	 	 	 	 	 	 
	6	 	 	 	11089	 	Hotel on
    Rivington	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	333	 	West LA
    Office - 350 South Beverly Drive	 	 	 	 	 	 	 	 	 	 
	8	 	(4)	 	999	 	600 Broadway	 	 	 	 	 	 	 	 	 	 
	9	 	(5)	 	8970	 	5 Penn
    Plaza	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	15110305	 	Hampshire
    Tower Apartments	 	 	 	 	 	 	 	 	 	 
	11	 	(6)	 	9070	 	Park Place	 	 	 	 	 	 	 	 	 	 
	12	 	 	 	9194	 	McCallum
    Courts and McCallum Glen	 	 	 	 	 	 	 	 	 	 
	12.01	 	 	 	9194-1	 	McCallum
    Glen	 	 	 	 	 	 	 	 	 	 
	12.02	 	 	 	9194-2	 	McCallum
    Courts 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	1	 	Arbors
    at Turnberry	 	 	 	 	 	 	 	 	 	 
	14	 	 	 	15061207	 	Deerfield
    Plaza	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	9066	 	Amsdell
    Self Storage - Cincinnati Portfolio	 	 	 	 	 	 	 	 	 	 
	15.01	 	 	 	9066-1	 	Compass
    Self Storage - Florence	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	9066-4	 	Compass
    Self Storage - Cincinnati	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	9066-3	 	CubeSmart
    Self Storage - Taunton	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	9066-2	 	Compass
    Self Storage - Hebron	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	555	 	MI,
    OH & GA Multifamily Portfolio	 	 	 	 	 	 	 	 	 	 
	16.01	 	 	 	555-1	 	Ashgrove
    Apartments	 	 	 	 	 	 	 	 	 	 
	16.02	 	 	 	555-2	 	Ramblewood
    Apartments	 	 	 	 	 	 	 	 	 	 
	16.03	 	 	 	555-3	 	Slate Run
    Apartments	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	2	 	Estates
    at Westernaire 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	9310	 	Troy Place
    Apartments	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	9050	 	Staybridge
    Cleveland Mayfield	 	 	 	 	 	 	 	 	 	 
	20	 	 	 	9257	 	The Armitage
    Collection	 	 	 	 	 	 	 	 	 	 
	21	 	 	 	 	 	Triangle
    Shopping Center	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	126569	 	Holiday
    Inn Express & Suites Wisconsin	 	 	 	 	 	 	 	 	 	 
	23	 	 	 	111	 	Siena Town
    Center	 	 	 	 	 	 	 	 	 	 
	24	 	 	 	9294	 	Franklin
    Center	 	 	 	 	 	 	 	 	 	 
	25	 	 	 	9139	 	Hilton
    Garden Inn - Saint Charles	 	 	 	 	 	 	 	 	 	 
	26	 	 	 	3	 	Northwood
    Oaks	 	 	 	 	 	 	 	 	 	 
	27	 	 	 	9358	 	Cheswick
    Village Apartments	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	126575	 	Holiday
    Inn Express & Suites Traverse City	 	 	 	 	 	 	 	 	 	 
	29	 	 	 	16011902	 	Arizona
    Pavilion	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	9335	 	Chesterfield
    Square	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	 	 	Whitney
    Gray Building	 	 	 	 	 	 	 	 	 	 
	32	 	 	 	15120301	 	Storage
    R Us Portfolio	 	 	 	 	 	 	 	 	 	 
	32.01	 	 	 	15120301.01	 	Storage
    R Us - Aiken	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	15120301.02	 	Storage
    R Us - Columbia	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	Cottonwood
    Square Shopping Center	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	15102201	 	Walgreens
    Madison	 	 	 	 	 	 	 	 	 	 
	35	 	 	 	6	 	Ohio
    Retail Portfolio	 	 	 	 	 	 	 	 	 	 
	35.01	 	 	 	 	 	Mattress
    Firm	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	Olive Garden	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	Advanced
    Auto Parts	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	4	 	Providence
    Plaza	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	15110376	 	Walgreens
    West Bend	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	15111902	 	Oak Lawn
    Apartments	 	 	 	 	 	 	 	 	 	 
	39	 	 	 	5	 	Lemoore
    Plaza	 	 	 	 	 	 	 	 	 	 
	40	 	 	 	7	 	Walgreens
    Sarasota	 	 	 	 	 	 	 	 	 	 
	41	 	 	 	222	 	Fry’s
    at the Islands	 	 	 	 	 	 	 	 	 	 
	42	 	 	 	444	 	Okatie
    Self Storage	 	 	 	 	 	 	 	 	 	 
	43	 	 	 	15111979	 	American
    Self Storage	 	 	 	 	 	 	 	 	 	 
	44	 	 	 	9	 	Sherwin
    Williams Portfolio	 	 	 	 	 	 	 	 	 	 
	44.01	 	 	 	 	 	Sherwin
    Williams-Clinton Township	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	Sherwin
    Williams-New Hudson	 	 	 	 	 	 	 	 	 	 
	45	 	 	 	14	 	Parkside
    Apartments	 	 	 	 	 	 	 	 	 	 
	46	 	 	 	16	 	Midway
    Self Storage	 	 	 	 	 	 	 	 	 	 
	47	 	 	 	12	 	Maplewood
    MHC	 	 	 	 	 	 	 	 	 	 
	48	 	 	 	17	 	Acworth
    Self Storage	 	 	 	 	 	 	 	 	 	 
	49	 	 	 	15	 	Glen Cove
    Apartments	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	8	 	27810 Chagrin
    Boulevard	 	 	 	 	 	 	 	 	 	 
	51	 	 	 	10	 	Elkhart
    MHC	 	 	 	 	 	 	 	 	 	 
	52	 	 	 	13	 	Jefferson
    MHC	 	 	 	 	 	 	 	 	 	 
	53	 	 	 	11	 	Suncoast
    MHC	 	 	 	 	 	 	 	 	 	 
	54	 	 	 	18	 	Buford
    Self Storage	 	 	 	 	 	 	 	 	 	 


 






    	 



    	 



    

 


	(1)	 	The Cut-off Date Balance of
    $70,000,000 represents the non-controlling note A-2 of a $180,000,000 loan combination evidenced by two pari passu notes.
    The companion loan, evidenced by the controlling note A-1 has an outstanding principal balance of $110,000,000 as of the Cut-off
    Date and was contributed to the CGCMT 2016-GC36 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
    Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan
    Per Unit calculations are based on the aggregate Cut-off Date Balance of $180,000,000.
	(2)	 	The Cut-off Date Balance of $40,000,000
    represents the non-controlling note A-2 of a $85,000,000 loan combination evidenced by two pari passu notes. The companion
    loan, evidenced by the controlling note A-1 has an outstanding principal balance of $45,000,000 as of the Cut-off Date and
    is expected to be contributed to the CGCMT 2016-P3 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
    Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan
    Per Unit calculations are based on the aggregate Cut-off Date Balance of $85,000,000.
	(3)	 	The Cut-off Date Balance of $39,876,237
    represents the non-controlling note A-2 of a $150,000,000 loan combination evidenced by two pari passu notes. The controlling
    note A-1, with an outstanding principal balance as of the Cut-off Date of $109,659,651 was contributed to the CGCMT 2016-GC36
    securitization transaction.
	(4)	 	The Cut-off Date Balance of $30,000,000
    represents the non-controlling note A-2-2 and note A-6 (which is expected to be acquired by The Bank of New York Mellon from
    German American Capital Corporation in connection with this securitization transaction) of a $120,000,000 loan combination
    evidenced by eight pari passu notes. The non-controlling note A-1, note A-2-1 and note A-3 with an aggregate original principal
    balance of $50,000,000 were contributed to the CGCMT 2016-P3 securitization transaction.  The controlling note A-4
    and non-controlling note A-5-1 and note A-5-2, with an aggregate original principal balance of $40,000,000 were contributed
    to the DBJPM 2016-C1 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt
    Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based
    on the aggregate Cut-off Date Balance of $120,000,000.
	(5)	 	The Cut-off Date Balance of $25,000,000
    represents a non-controlling note A-2-II of a $260,000,000 loan combination evidenced by four pari passu notes. The companion
    loans, evidenced by notes A-1, A-2-I and A-3, have an aggregate principal balance of $235,000,000 as of the Cut-off Date.
    The controlling note A-1 ($115,000,000) was contributed to the CGCMT 2016-GC36 securitization transaction. A non-controlling
    note A-2-I ($42,000,000) is expected to be contributed to the CGCMT 2016-P3 securitization transaction. The non-controlling
    note A-3 ($78,000,000) was contributed to the JPMBB 2016-C1 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio
    at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow
    and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	(6)	 	The Cut-off Date Balance of $20,000,000
    represents the non-controlling note A-2-1 of a $93,000,000 loan combination evidenced by three pari passu notes. The companion
    loan, evidenced by notes A-1 and A-2-2 has an aggregate principal balance of $73,000,000 as of the Cut-off Date. The controlling
    note A-1 ($50,000,000) was contributed to the CGCMT 2016-GC36 securitization transaction. A non-controlling note A-2-2 ($23,000,000)
    is expected to be contributed to one or more future securitzation transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
    Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan
    Per Unit calculations are based on the aggregate Cut-off Date Balance of $93,000,000.


 






    	 



        	 




    

  


EXHIBIT C


 


FORM OF REQUEST FOR RELEASE

(for Custodian/Trustee)


 


Loan Information:


Name of Mortgagor: __________________


Master Servicer Loan No.: __________________


Custodian


Name: __________________


		Address:	__________________






			__________________





			__________________


Custodian Mortgage File No.: __________________


[Seller]


Name: __________________


Address: __________________


 


__________________


 


		Certificates:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-GC37, Class [__]



 


The undersigned [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Deutsche Bank Trust Company Americas, as Custodian,
for the Holders of Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37,
the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee.


 


(  )          Note dated _________,
_____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the Trustee.


 


(  )          Mortgage 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 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.


 



    	C-1



    	 



    




 


(  )          Assignment of Mortgage
or deed of trust to the Trustee, 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 Mortgage.


 


		(  )	___________________________



 





		(  )	___________________________


 





		(  )	___________________________


 





		(  )	___________________________


 


The undersigned [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as follows:


 


(i)           The [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] shall hold and retain possession of the Documents in trust for the benefit
of the Trustee, solely for the purposes provided in the Agreement.


 


(ii)          The [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered
by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall the [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims or rights of set-off to or against the
Documents or any proceeds thereof.


 


(iii)         The [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Custodian when the need therefor no longer
exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds thereof have been remitted to the
Collection Account and except as expressly provided in the Agreement.


 


(iv)         The Documents and any
proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special Servicer][Outside
Servicer][Outside Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] shall keep the Documents and any proceeds separate and distinct from all
other property in the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer]’s possession, custody
or control.


 






    	C-2



    	 



    

 


		[MASTER SERVICER/SPECIAL SERVICER] [OUTSIDE SERVICER/ OUTSIDE SPECIAL SERVICER]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:



 


cc: Deutsche Bank Trust Company Americas


 


Dated:


 






    	C-3



    	 



    

 


EXHIBIT D



FORM OF DISTRIBUTION DATE STATEMENT


 



    	D-1



    	 



    




 








 



	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-GC37

    Commercial Mortgage Pass-Through Certificates

    Series 2016-GC37	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT INFORMATION	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Depositor	Citigroup Commercial Mortgage Securities Inc.	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	Master Servicer	Wells Fargo Bank, National Association	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 	Operating Advisor	Park Bridge Lender Services LLC	 	 	 	 	 
	 		 	 	Mortgage Loan
    Detail	11	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NOI Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency Loan
    Detail	13	 	 
	 	Trustee / Custodian	Deutsche Bank Trust Company Americas	 	 	 	 	 
	 	 	 	 	Appraisal Reduction
    Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan Modification
    Detail	17	 	 
	 			 	 	 	 	 
	 	Special Servicer	Midland Loan Services, a Division of PNC Bank, National Association	 	Specially Serviced
    Loan Detail	19	 	 
	 			 	 	 	 	 
	 	 	 	 	Unscheduled Principal
    Detail	21	 	 
	 	



		 	 	 	 	 
	 	 



	 	 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	Cirino Emanuele 	 	Citibank, N.A.
	 	 	cirino.emanuele@citi.com 	 	Agency and Trust
	 	 	Tel: (212) 816-5614	 	388 Greenwich Street,
    14th Floor
	 	 	Fax: (347) 767-2638	 	New York, NY 10013
	 	 	 	 	 










 



    	Reports Available at www.sf.citidirect.com	Page 1 of 24	© Copyright 2015 Citigroup




     


    

 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-GC37

    Commercial Mortgage Pass-Through Certificates

    Series 2016-GC37	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	Yield	Prepayment	 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	Maintenance	Penalties	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)=(7+8+9+10)	(12)	(13)	(14)=(3-8+12-13)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    	Reports Available at www.sf.citidirect.com	Page 2 of 24	© Copyright 2015 Citigroup




     


    

 



	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-GC37

    Commercial Mortgage Pass-Through Certificates

    Series 2016-GC37	



	 	 	 	 	 	 	 	 	 	 	 	 
	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)	Yield

    Maintenance

    Distributed

    (9)/(2) x 1000	Prepayment

    Penalties

    Distributed

    (10)/(2) x 1000	Total

    Distributed

    (11/2 x 1000)	Deferred

    Interest

    (12/2 x 1000)	Realized

    Loss

    (13/2 x 1000)	Current

    Principal

    Balance

    (142 x 1000)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 




 



    	Reports Available at www.sf.citidirect.com	Page 3 of 24	© Copyright 2015 Citigroup




     


    


 

	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-GC37

    Commercial Mortgage Pass-Through Certificates

    Series 2016-GC37	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	Next Pass-	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	Through	Day Count	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	Rate	Fraction	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 




 



    	Reports Available at www.sf.citidirect.com	Page 4 of 24	© Copyright 2015 Citigroup




     


    


 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-GC37

    Commercial Mortgage Pass-Through Certificates

    Series 2016-GC37	



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)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Reports Available at www.sf.citidirect.com	Page 5 of 24	© Copyright 2015 Citigroup




     


    


 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-GC37

    Commercial Mortgage Pass-Through Certificates

    Series 2016-GC37	


Reconciliation Detail


	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled Interest	 	 	 	 	Servicing Fee	 	 	 
	 	Prepayment Interest
    Shortfall	 	 	 	 	Operating Advisor Fee	 	 	 
	 	Interest Adjustments	 	 	 	 	Trustee/Certificate Administrator Fee	 	 	 
	 	Realized Loss
    in Excess of Principal Balance	 	 	 	 	CREFC® Intellectual Property Royalty License Fee	 	 	 
	 	Total Interest
    Funds Available:	 	 	 	 	Total Scheduled Fees:	 	 	 
	 	Principal Funds Available	 	 	 	 	Additional Fees, Expenses, etc.	 	 	 
	 	Scheduled Principal	 	 	 	 	Additional Servicing Fee	 	 	 
	 	Curtailments	 	 	 	 	Special Servicing Fee	 	 	 
	 	Principal Prepayments	 	 	 	 	Workout Fee	 	 	 
	 	Net Liquidation
    Proceeds	 	 	 	 	Liquidation Fee	 	 	 
	 	Repurchased Principal	 	 	 	 	Additional Trust Fund Expenses	 	 	 
	 	Substitution Principal	 	 	 	 	Reimbursement for Interest on Advances	 	 	 
	 	Other Principal	 	 	 	 	Other Expenses	 	 	 
	 	Total Principal
    Funds Available:	 	 	 	 	Total Additional Fees, Expenses, etc.:	 	 	 
	 	Other Funds Available	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Yield Maintenance
    Charges	 	 	 	 	Interest Distribution	 	 	 
	 	Prepayment Premiums	 	 	 	 	Principal Distribution	 	 	 
	 	Other Charges	 	 	 	 	Yield Maintenance Charges Distribution	 	 	 
	 	Total Other Funds
    Available:	 	 	 	 	Prepayment Premiums Distribution	 	 	 
	 	Total Funds Available	 	 	 	 	Total Distribution to Certificateholders:	 	 	 
	 	 	 	 	 	 	Total Funds Allocated	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 



    	Reports Available at www.sf.citidirect.com	Page 6 of 24	© Copyright 2015 Citigroup




     


    


 


	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	Stratification
    Detail


 


	Ending
    Scheduled Balance	 	 	 	State
	

Ending
    Scheduled

    Balance	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	State	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    	Reports Available at www.sf.citidirect.com	Page 7 of 24	© Copyright 2015 Citigroup




     


    




	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	Stratification
    Detail



 

	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    	Reports Available at www.sf.citidirect.com	Page 8 of 24	© Copyright 2015 Citigroup




     


    



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	Stratification
    Detail


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

        Totals
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    	Reports Available at www.sf.citidirect.com	Page 9 of 24	© Copyright 2015 Citigroup




     


    



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	Stratification
    Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    	Reports Available at www.sf.citidirect.com	Page 10 of 24	© Copyright 2015 Citigroup




     


    
	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	 
	Loan	OMCR	Property

    Type	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 of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 




 





    	Reports Available at www.sf.citidirect.com	Page 11 of 24	© Copyright 2015 Citigroup




     


    



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37



NOI Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	

Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 
     
	 	 	 
	Totals	 	 	 	 	 	 	 	 	 









    	Reports Available at www.sf.citidirect.com	Page 12 of 24	© Copyright 2015 Citigroup




     


    

 



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	 
	 	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	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	   Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 


  






    	Reports Available at www.sf.citidirect.com	Page 13 of 24	© Copyright 2015 Citigroup




     


    

 






	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	 
	 	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.	#  
	 	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	    0.00	0  	   0.00	0  	   0.00	0  
	 	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  


  






    	Reports Available at www.sf.citidirect.com	Page 14 of 24	© Copyright 2015 Citigroup




     


    

   



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	 
	 	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	 	 	 	 	 	 




 



    	Reports Available at www.sf.citidirect.com	Page 15 of 24	© Copyright 2015 Citigroup




     


    




  



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	 
	 	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.	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 


 






    	Reports Available at www.sf.citidirect.com	Page 16 of 24	© Copyright 2015 Citigroup




     


    




 



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	 
	 	Loan Modification
    Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 	 	 	 	 	 
	Totals	 	 	 	 	 



	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 








 



    	Reports Available at www.sf.citidirect.com	Page 17 of 24	© Copyright 2015 Citigroup




     


    




  



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-GC37
	 	 
	 	Historical Loan
    Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan	OMCR	Property
    Name	Date	Code (1)	Description
	

                                                                               There
                                         is no historical Loan Modification activity.

	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 



	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 





 






    	Reports Available at www.sf.citidirect.com	Page 18 of 24	© Copyright 2015 Citigroup




     


    

 



	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates

    Series 2016-GC37


    Specially Serviced Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	OMCR	 	Workout

Strategy

(1)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Specially Serviced Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 








    	Reports Available at www.sf.citidirect.com	Page 19 of 24	© Copyright 2015 Citigroup




     


    

 


	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-GC37

 Historical
    Specially Serviced Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There is no historical Specially Serviced Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 






    	Reports Available at www.sf.citidirect.com	Page 20 of 24	© Copyright 2015 Citigroup




     


    

 


	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-GC37

 Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 
	 	Liquidation / Prepayment Code
(1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 



    	Reports Available at www.sf.citidirect.com	Page 21 of 24	© Copyright 2015 Citigroup




     


    

 


	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-GC37

 Historical
    Unscheduled Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalty	 	Yield Maintenance

Premium
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 









    	Reports Available at www.sf.citidirect.com	Page 22 of 24	© Copyright 2015 Citigroup




     


    




	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-GC37

 Liquidated
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % 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 Liquidated Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    	Reports Available at www.sf.citidirect.com	Page 23 of 24	© Copyright 2015 Citigroup




     


    

 


	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-GC37	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-GC37

 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 a % 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.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    	Reports Available at www.sf.citidirect.com	Page 24 of 24	© Copyright 2015 Citigroup




     


    

 




 


EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,

as Certificate Registrar


480
Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-GC37, Class [__]	



 


 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A 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 Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates
was not made to a person in the “United States” (as defined in Regulation S);


 


 






 


*     Select appropriate depository.


 



    	E-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;


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate
Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





		[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.


 



    	E-2



    	 



    




 


EXHIBIT F


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as
Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37,
                                         Class [__]	



 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Rule 144A 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 Pooling 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),


 






    	F-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,


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate
Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





		[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.


 






    	F-2



    	 



    

 


EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


 


 


Citibank, N.A.,


as
Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37,
                                         Class [__]	



 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Temporary Regulation S 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


 


 






 


*     Select appropriate depository.


 











    	G-1



    	 



    

 


Rule
144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein
are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate
Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





		[Insert Name of Transferor]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


		cc:	Citigroup Commercial Mortgage Securities Inc.



 






    	G-2



    	 



    

 


EXHIBIT H


 


FORM OF CERTIFICATION TO BE GIVEN BY

CERTIFICATE OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as
Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-GC37, Class [__]	



 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring a
beneficial interest in a Regulation S 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 Pooling and Servicing Agreement certifies that it is an institution that is not a “U.S. person” as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We undertake to advise you promptly
by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in
the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this certificate
is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal
proceedings are


 


 






 


*     Select, as applicable.


 



    	H-1



    	 



    




 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator,
Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


	 	Dated:______________	 
	 	By:	 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 



    	H-2



    	 



    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as
Certificate Registrar


480
Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37,
                                         Class [__]	



 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S 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 Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


 






 


*     Select appropriate depository.


 






    	I-1



    	 



    

 


(1)          the offer of the Certificates
was not made to a person in the “United States” (as defined in Regulation S);


 


[(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;


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate
Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





		[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.


 






    	I-2



    	 



    

 


EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)





 


Citibank, N.A.,


as
Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37,
                                         Class [__]	



 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S 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 Pooling and Servicing Agreement and pursuant to and in accordance with Regulation
S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates
was not made to a person in the “United States” (as defined in Regulation S);


 






    	J-1



    	 



    

 


[(2)         at the time the buy order
was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]*


 


[(2)         the transaction was executed
in, on or through the facilities of a “designated offshore securities market” (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;


 


(4)          the transaction is not
part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee is an institution.


 


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, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate
Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





		[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.


 






    	J-2



    	 



    

 


EXHIBIT K


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as
Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37,
                                         Class [__]	



 


Reference is hereby made to the
Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US $[______]
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A 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


 



    	K-1



    	 



    




 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations Reviewer, Certificate Administrator,
Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





		[Insert Name of Transferor]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


		cc:	Citigroup Commercial Mortgage Securities Inc.



 






    	K-2



    	 



    

 


EXHIBIT L-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 Administrator

388 Greenwich Street, 14th Floor





New York, New York 10013 


Attention:     Global Transaction Services – CGCMT 2016-GC37


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-GC37 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
                                         Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
                                         PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC,
                                         as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate
                                         Administrator, and Deutsche Bank Trust Company Americas, as Trustee.	



 





	STATE OF	)
	 	)          ss.:
	COUNTY OF	)



 


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


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 “Lower-Tier REMIC” and “Upper-Tier
REMIC,” respectively, relating to the Certificates for which an election is to be or has been 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


 






    	L-1-1



    	 



    

 


thereof,
to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States,
a State or any political subdivision of a State, any possession of the United States or any agency or instrumentality of any of
the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for
the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit),
(ii) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (iii) an organization
that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business
taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except
certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described in
Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar based upon an opinion of counsel to
the effect that any transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC
at any time that the Certificates are outstanding. The terms “United States”, “State” and
“international organization” shall have the meanings set forth in Section 7701 of the Code.


 


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


 


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:


 






    	L-1-2



    	 



    

 


(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.


 


☐          The transfer of the
Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)        the
Purchaser is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None of the above.


 


9.          The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


 






    	L-1-3



    	 



    

 


10.          The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this 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 ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.          The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The
Purchaser consents to the designation of the Certificate Administrator as the agent of the tax matters person of the Lower-Tier
REMIC and Upper-Tier REMIC pursuant to Section 4.04 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    	L-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:	 	 
	 	 	 	 



 






    	L-1-5



    	 



    

 


EXHIBIT L-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Citibank, N.A.,

          as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-GC37, 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 Pooling and Servicing Agreement, dated as of
April 1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)          No purpose of the Transferor
relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede the assessment
or collection of any tax.


 


(2)          The Transferor understands
that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling and Servicing Agreement
as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee (as defined in such Transfer
Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s representations in clause (9)
of such Transfer Affidavit and Agreement are false.


 


(3)          The Transferor has at
the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated by
Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee
has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee will not
continue to pay its debts as they become due in


 






    	L-2-1



    	 



    

 


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:



 






    	L-2-2



    	 



    

 


EXHIBIT L-3


 


FORM OF TRANSFEREE LETTER


 


[Date]


 


Citibank, N.A.,

          as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


Citibank, N.A.,


          as Certificate
Administrator          


388 Greenwich Street, 14th Floor


New York, New York 10013


Attention:     Global Transaction Services – CGCMT 2016-GC37


 


Deutsche Bank Trust Company Americas, as Trustee

1761 East St. Andrew Place 


Santa Ana, California, 92705-4934

Attention: Trust Administration – CI1637


 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-GC37	



 


Ladies and Gentlemen:


 


The undersigned (the “Purchaser”)
proposes to purchase [$_____________ initial aggregate [principal amount] [notional amount]] [_____% Percentage Interest] of Citigroup
Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37, Class [_], CUSIP No. [____],
in certificated fully registered form (such registered interest, the “Certificate”), issued pursuant to that
certain Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National


 






    	L-3-1



    	 



    

 


Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche
Bank Trust Company Americas, as Trustee. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


[FOR TRANSFERS OF CLASS E, CLASS
F, CLASS G or Class H CERTIFICATES: In connection with such transfer, the Purchaser
hereby represents and warrants to you that the Purchaser (A) either (i) is not and will not be an employee benefit plan or other
plan subject to the fiduciary responsibility or prohibited transaction 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”,
and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the assets
of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA,
or other person acting on behalf of any such Plan or using assets of any such Plan, or (ii) (1) is an insurance company, (2) the
source of funds used to acquire or hold the Certificate or an 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 and (B) is not and will not 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 responsibility or prohibited
transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such
governmental plan or using the assets of such governmental plan to acquire the Certificate unless its acquisition, holding and
disposition of the Certificate would not constitute or otherwise result in a non-exempt violation of Similar Law.]


 


[FOR TRANSFERS OF CLASS R CERTIFICATES:
In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) is not and will not
be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction 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”, and any such employee benefit plan or other plan, a “Plan”)
or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section
2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of any such
Plan and (B) is not and will not be a governmental plan subject to any federal, state or local law that is, to a material extent,
similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”)
or any Person acting on behalf of any such governmental plan or using the assets of such governmental plan to acquire the Certificate.]


 


[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.]


 






    	L-3-2



    	 



    

 


IN WITNESS WHEREOF, the Purchaser
hereby executes this Representation Letter on the ___ day of _____, ____.





	 	 	 
	 	Very
                                         truly yours,
	 	 	 
	 	 	[The Purchaser]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 






    	L-3-3



    	 



    

 

EXHIBIT L-4


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


[Date]


 


Citibank, N.A.,

          as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


 


Citibank, N.A.,


          as Certificate
Administrator          


388 Greenwich Street, 14th Floor


New York, New York 10013


Attention: Global Transaction Services – CGCMT 2016-GC37


 


Deutsche Bank Trust Company Americas, as Trustee


1761 East St. Andrew Place


Santa Ana, California, 92705-4934


Attention: Trust Administration – CI1637


 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-GC37, Class [__] (the “Class [__] Certificates”)	



 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 5.03 of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as trustee, on behalf of the holders of Commercial Mortgage Pass-Through Certificates, Series 2016-GC37 (the “Certificates”),
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


 






    	L-4-1



    	 



    

 


registered
interest, the “Transferred Certificate”). Capitalized terms used but not defined herein shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement.


 


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


 


1.          The Purchaser is 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 Purchaser exercises sole investment discretion. [FOR TRANSFERS OF CLASS R CERTIFICATES OR TRANSFERS TO
A TRANSFEREE THAT IS A “QUALIFIED INSTITUTIONAL BUYER”, : 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.


 






    	L-4-2



    	 



    

 


4.          The Purchaser has reviewed
the applicable Offering Circular dated April 13, 2016, relating to the Private 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 Pooling 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 5.03 of the Pooling and
Servicing Agreement.


 


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).


 






    	L-4-3



    	 



    

 


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:	 	 


 


(b)          by mailing
a check or draft to the following address:


 





	 
	 

                                                

	 

                                                










	 	 	 
	 	Very
                                         truly yours,
	 	 	 
	 	[Insert Name of Purchaser]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________________, 20__


 





 



 


**     Please
select (a) or (b).





 






    	L-4-4



    	 



    

 


ANNEX 1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for Purchasers other than Registered Investment
Companies]


 


The undersigned hereby certifies as follows to Citigroup
Commercial Mortgage Securities Inc. (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.


 






    	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.


 






    	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:	 	 



 






    	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 Citigroup
Commercial Mortgage Securities Inc. (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).


 






    	Annex-2-1



    	 



    

 


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 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:	 	 


 






    	Annex-2-2



    	 



    

 


EXHIBIT M-1A



FORM OF INVESTOR CERTIFICATION FOR OBTAINING

INFORMATION AND NOTICES

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 





	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120

550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: CGCMT 2016-GC37 Asset Manager
	
        Deutsche Bank Trust Company Americas, as Trustee

        1761 East St. Andrew Place

        Santa Ana, California, 92705-4934

Attention: Trust Administration – CI1637

         

         

         

	Citibank,
    N.A.
 388 Greenwich Street, 14th
    Floor
 New York, NY 10013 

Attention:
    Global Transaction Services – CGCMT 2016-GC37	
        Midland Loan Services, a Division of PNC Bank, National
Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        

	 	 
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CGCMT 2016-GC37 – Surveillance
        Manager

        (with a copy sent contemporaneously via

        email to cmbs.notices@parkbridgefinancial.com)
	 







 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37, 

                                         Commercial Mortgage Pass-Through Certificates, Series 2016-GC37



 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 






    	M-1A-1



    	 



    

 


1.          The undersigned is a
[[Certificateholder][Certificate Owner][prospective purchaser] of the Class ___ Certificates][Serviced Companion Loan Holder][Companion
Loan Holder Representative], and is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


2.          The undersigned has received
a copy of the Prospectus.2


 


3.          The undersigned is
not a Borrower Party or an agent, principal, partner, member, joint venturer, limited partner, employee, representative, director,
trustee, advisor or investor in or of a Borrower Party.


 


4.          The undersigned is requesting
access pursuant to the Agreement to certain information (the “Information”) on the [Master Servicer’s
website][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 its holding or purchasing the related Certificates
or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification substantially
similar to this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan Securities (if
applicable)), and such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


 


The undersigned will not use
or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as
amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master 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.


 


6.          The undersigned agrees
that each time it accesses the [Master Servicer’s website][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.


 





 



 


2 Only required for a Certificateholder or a Certificate Owner. 


 






    	M-1A-2



    	 



    

 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed
hereto by its duly authorized signatory, as of the day and year written above.





	 	 	 	 	 	 
	 	[Certificateholder][Certificate Owner][Prospective
    Purchaser][Serviced Companion Loan Holder][Companion Loan Holder Representative]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Company:	 
	 	Phone:	 






 






    	M-1A-3



    	 



    

 

EXHIBIT
M-1B


 


FORM
OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS
CERTIFICATEHOLDER)


 


[Date]





	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120

        550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: CGCMT 2016-GC37 Asset Manager
	 	
        Deutsche Bank Trust Company Americas, as Trustee

        1761 East St. Andrew Place

        Santa Ana, California, 92705-4934

        Attention: Trust Administration – CI1637

	
        Citibank, N.A.

        388 Greenwich Street, 14th Floor

        New York, NY 10013

        Attention: Global Transaction Services –CGCMT 2016-GC37
	 	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CGCMT 2016-GC37 – Surveillance Manager

        (with a copy sent contemporaneously via

        email to cmbs.notices@parkbridgefinancial.com)
	 	 


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37,  Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-GC37



 



In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of April
1, 2016 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Deutsche Bank Trust Company Americas, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 






    	M-1B-1



    	 



    

 


2.          The
undersigned is not a Borrower Party.


 


3.          The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


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 its holding or 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 Trustee, 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, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
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.


 


6.          At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit M-1E and
Exhibit M-1F to the Agreement.


 


7.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.


 


8.          The
undersigned 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.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 






    	M-1B-2



    	 



    

 


10.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year written above. 


	 	 	 	 	 	 
	 	[The
                                         Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	Company:	 	 





 






    	M-1B-3



    	 



    

 


EXHIBIT
M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS
CERTIFICATEHOLDER)


 


[Date]


 


	Wells
Fargo Bank, National Association 

        Commercial
Mortgage Servicing 

        MAC
        D1086-120

        550
South Tryon Street, 14th Floor

        Charlotte,
North Carolina 28202

        Attention:
CGCMT 2016-GC37 Asset Manager
	 	Deutsche
Bank Trust Company Americas, as Trustee 

        1761
East St. Andrew Place 

        Santa
        Ana, California, 92705-4934

        Attention:
Trust Administration – CI1637

	 	 	 
	 

            Citibank,
        N.A.

        388 Greenwich Street, 14th Floor

        New York, NY 10013

        Attention:
Global Transaction Services –CGCMT 2016-GC37
	 	Midland
Loan Services, a Division of PNC

Bank, National Association 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head

	 	 	 
	Park
Bridge Lender Services LLC 

        600
Third Avenue, 40th Floor 

        New
York, New York 10016 

        Attention:
CGCMT 2016-GC37 – Surveillance Manager 

        (with
a copy sent contemporaneously via 

        email
to cmbs.notices@parkbridgefinancial.com)
	 	 



 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-GC37



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of April
1, 2016 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Deutsche Bank Trust Company Americas, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 






    	M-1C-1



    	 



    

 


2.          The
undersigned is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage
Loans”):


 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


3.          Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website.


 


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 its holding or 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 Trustee, 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, unless required to do so by law.


 


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 hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using, and shall not access, review
or use, Excluded Information (as defined in the Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Agreement.


 


5.          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 Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
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.


 


6.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C)


 






    	M-1C-2



    	 



    

 


any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.


 


7.          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.


 


8.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year written above.





	 	 	 	 	 	 
	 	[The
                                         Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	Company:	 	 


  



    	M-1C-3



    	 



    

 


EXHIBIT
M-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the CONTROLLING CLASS REPRESENTATIVE and/or a Controlling Class
Certificateholder)


 


[Date]


 


	Wells
Fargo Bank, National Association 

        Commercial
Mortgage Servicing 

        MAC
        D1086-120

        550
South Tryon Street, 14th Floor 

        Charlotte,
North Carolina 28202 

        Attention:
CGCMT 2016-GC37 Asset Manager
	 	Deutsche
Bank Trust Company Americas, as Trustee 

        1761
East St. Andrew Place 

        Santa
        Ana, California, 92705-4934

        Attention:
Trust Administration – CI1637

	 	 	 
	 Citibank,
N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Global Transaction Services –CGCMT 2016-GC37
	 	Midland
Loan Services, a Division of PNC Bank, National Association 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head

	 	 	 
	Park
Bridge Lender Services LLC 

        600
Third Avenue, 40th Floor 

        New
York, New York 10016 

        Attention:
CGCMT 2016-GC37 – Surveillance Manager 

        (with
a copy sent contemporaneously via 

        email
to cmbs.notices@parkbridgefinancial.com)
	 	 


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-GC37



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of April
1, 2016 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Deutsche Bank Trust Company Americas, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a [[Certificateholder][Certificate Owner][prospective purchaser] of the Class ___ Certificates][Serviced Companion
Loan Holder][Companion Loan Holder Representative].


 






    	M-1D-1



    	 



    

 


2.          The
undersigned is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


3.          The
undersigned has received a copy of the Prospectus.3.


 


4.          The
undersigned is a Borrower Party.


 


5.          The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


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 its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, 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, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
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.


 


7.          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.


 


8.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


 




3 Only required for a Certificateholder or a Certificate
Owner.







    	M-1D-2



    	 



    




 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


  


		[Certificateholder][Certificate Owner][Prospective Purchaser][Serviced Companion Loan Holder][Companion Loan Holder Representative]
	 	 	 






	 	By:	 
	 	 	 






		Name:	 
	 	 	 






		Title:	 
	 	 	 





		Company:	 
	 	 	 



		Phone:	 



 






    	M-1D-3



    	 



    

 


EXHIBIT
M-1E


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]





	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120

        550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: CGCMT 2016-GC37 Asset Manager
	 	
        Deutsche Bank Trust Company Americas, as Trustee

        1761 East St. Andrew Place

        Santa Ana, California, 92705-4934

        Attention: Trust Administration – CI1637

	 	 	 
	
        Citibank, N.A.

        388 Greenwich Street, 14th Floor

        New York, NY 10013

        Attention: Global Transaction Services –CGCMT 2016-GC37
	 	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CGCMT 2016-GC37 – Surveillance Manager

        (with a copy sent contemporaneously via

        email to cmbs.notices@parkbridgefinancial.com)
	 	 


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-GC37



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE CITIGROUP COMMERCIAL MORTGAGE TRUST
2016-GC37, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2016-GC37, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT
TO SECTION 4.02(A) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 4.02(a) of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as
Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust
Company Americas, as


 






    	M-1E-1



    	 



    

 


Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          The
undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.          The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


3.          As
of the date above, the undersigned is the beneficial owner of the following Certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with respect to
the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such Mortgage Loan is an Excluded Mortgage Loan:


 


	CUSIP	Class	Outstanding

Certificate Balance	Initial
    Certificate

Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.          The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit M-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information related to the Excluded Controlling Class Mortgage Loans and
made available on the Certificate Administrator’s Website or otherwise pursuant to the Agreement unless and until it (i)
is no longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has delivered
notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted a new Investor Certification
in accordance with Section 4.02(a) of the Agreement.


 






    	M-1E-2



    	 



    

 


5.          The
undersigned agrees to indemnify and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers and the
Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above.


 


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.          Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website. 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 its holding or 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 Trustee, 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, unless required to do so by law. 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.


 


8.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.


 


9.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 






    	M-1E-3



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused,
its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 





	 	 	 	 
	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	 	 
		 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	Phone:
	 	 	 	Email:
	 	 	 	Address:


 






    	M-1E-4



    	 



    

 


EXHIBIT
M-1F


 


[FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR]


 


[Date]


 


	Via:
Email

Citibank, N.A. 

        388
Greenwich Street, 14th Floor 

        New
York, New York 10013 

        Attention:Global
Transaction Services – CGCMT 2016-GC37
	 


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial
                                         Mortgage Pass-Through Certificates, Series 2016-GC37



 



In
accordance with Section 4.02(a) of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as
Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust
Company Americas, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The
undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof


 


2.          The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):


 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


3.          The
following CitiDirect Login USER IDs are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Citigroup Commercial Mortgage Trust 2016-GC37 securitization should be revoked as to such users:


 






    	M-1F-1



    	 



    

 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


4.          The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
Excluded Controlling Class Mortgage Loan(s) on the Certificate Administrator’s Website unless and until it (i) is no longer
an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loan(s), (ii) has delivered notice
of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in
the form of Exhibit M-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused,
its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	 	 	 
	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	 	 
		 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	Phone:
	 	 	 	Email:
	 	 	 	Address:


 


Dated:
_______


 


cc: Citigroup
Commercial Mortgage Securities Inc.


 


The undersigned
hereby acknowledges that

access to CitiDirect has been revoked for

the users listed in Paragraph 3.


 


CITIBANK,
N.A.,

Certificate Administrator





	 	 	 
	Name:

Title:	 	 


 





 






    	M-1F-2



    	 



    

 


EXHIBIT
M-1G


 


Form
of Certification of the Controlling Class Representative


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120

        550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: CGCMT 2016-GC37 Asset Manager
	 	
        Deutsche Bank Trust Company Americas, as Trustee

        1761 East St. Andrew Place

        Santa Ana, California, 92705-4934

        Attention: Trust Administration – CI1637

	 	 	 
	
        Citibank, N.A.

        388 Greenwich Street, 14th Floor

        New York, NY 10013

        Attention: Global Transaction Services –CGCMT 2016-GC37
	 	
        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CGCMT 2016-GC37 – Surveillance Manager

        (with a copy sent contemporaneously via

        email to cmbs.notices@parkbridgefinancial.com)
	 	 


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-GC37



 


In
accordance with Section 6.09(d) of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as
Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust
Company Americas, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Controlling Class Representative.


 


2.          The
undersigned is not a Borrower Party.


 






    	M-1G-1



    	 



    

 


3.          If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit M-1E and Exhibit M-1F to the Pooling and Servicing Agreement.


 


4.          The
undersigned hereby certifies that an executed copy of this certification has been delivered to the Certificate Administrator (which
party is required to forward this notice to each of the other addressees listed above pursuant to Section 6.09(d) of the Pooling
and Servicing Agreement) in accordance with the notice provisions of the Pooling and Servicing Agreement (a) by overnight courier,
(b) mailed by registered mail, postage prepaid, or (c) if the electronic mail address of the Certificate Administrator is specified
in the notice provisions of the Pooling and Servicing Agreement, by electronic mail.


 


5.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.]





	 	 	 
	 	[The
Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
		 	Title:

Company:

Phone:


 






    	M-1G-2



    	 



    

 


EXHIBIT
M-2A


 


FORM
OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS FOR NON-BORROWER PARTY


 


[Date]


 


Citibank,
N.A.,

       as
Certificate Administrator

388 Greenwich Street, 14th Floor 


New York,
NY 10013 


Attention:
Global Transaction Services – CGCMT 2016-GC37


 


	Attention:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates,
                                         Series 2016-GC37



  


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
April 1, 2016 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned is a [Certificateholder][Certificate Owner] of the Class ___ Certificates.


 


2.            The
undersigned has received a copy of the Prospectus.


 


3.            The
undersigned is not a Borrower Party or an agent of any Mortgagor.


 


4.            The
undersigned intends to exercise Voting Rights under the Agreement and certifies that (please check one of the following):


 


		___	The
                                         undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee,
                                         the Certificate Administrator or the Operating Advisor.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
                                         the Trustee, the Certificate Administrator or the Operating Advisor.



 


		___	The
                                         undersigned is not the Depositor, the Master Servicer, the Special Servicer, the Trustee,
                                         the Certificate Administrator, the Operating Advisor or an Affiliate of any of the foregoing.



 






    	M-2A-1



    	 



    

 


5.            The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master 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.


 


6.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the day and year written above.


   


	 	[Certificateholder]
[Certificate Owner]
	 	 






	 	By:	 
	 	 	 






		Name:	 
	 	 	 






		Title:	 
	 	 	 





		Company:	 
	 	 	 



		Phone:	 



  






    	M-2A-2



    	 



    

 


EXHIBIT M-2B


 


FORM OF INVESTOR CERTIFICATION FOR EXERCISING
VOTING RIGHTS FOR BORROWER PARTY


 


[Date]


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street, 14th Floor


New York, NY 10013


Attention: Global Transaction Services – CGCMT 2016-GC37


 


		Attention:	Citigroup Commercial Mortgage Trust 2016-GC37,






Commercial Mortgage
Pass-Through Certificates, Series 2016-GC37


 


In accordance with the requirements
for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


		1.	The undersigned is a [Certificateholder][Certificate
Owner] of the Class ___ Certificates.



 


		2.	The undersigned has received a copy of the Prospectus.



 


		3.	The undersigned is a Borrower Party.



 


		4.	The undersigned intends to exercise Voting Rights under
the Agreement and certifies that (please check one of the following):



 


		___	The undersigned is an Excluded Controlling Class Holder. The undersigned is an Excluded Controlling
Class Holder with respect to the following Mortgage Loan(s):



 


			



 



    	M-2B-1



    	 



    

 


	Mortgage Loan

Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


		___	The undersigned is the Special Servicer and is a Borrower Party with respect to the following Excluded
Special Servicer Mortgage Loans:



 


	Mortgage Loan

Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 


		5.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) and
shall indemnify the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee,
the Master 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.



 


		6.	Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the day and year written above.





	 	 	 
	 	[Certificateholder] [Certificate Owner]
	 	 	 
	 	By:	 


 


	 	Name:	 







 



    	M-2B-2



    	 



    

 


	 	Title:	 


 


	 	Company:	 


 


	 	Phone:	 


 



    	M-2B-3



    	 



    

 


EXHIBIT M-3


 


FORM OF ONLINE VENDOR CERTIFICATION


 


This Certification has been
prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the
Depositor. If you represent a Vendor Provider not listed herein and would like access to the information, please contact [the Certificate
Administrator’s customer service desk at 888-422-2066]


 


In connection with the Citigroup
Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates Series 2016-GC37 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is an
employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management Inc., Markit Group Limited
or a market data provider that has been given access to the Distribution Date Statements, CREFC reports and supplemental notices
on www.sf.citidirect.com (“CitiDirect”) by request of the Depositor.


 


2.          The undersigned agrees
that each time it accesses CitiDirect, 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 CitiDirect is for its own use only, and agrees that it will
not disseminate or otherwise make such information available to any other person without the written consent of the Depositor,
and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Rule 17g-5 Information
Provider’s Website shall also be applicable to information obtained from CitiDirect.


 


4.          Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of
April 1, 2016, between Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”), Wells
Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Deutsche Bank Trust Company Americas, as trustee.


 



    	M-3-1



    	 



    

 


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.


 





	 	[                           ]
	 	 






	 	By:	 
	 	 	 






		Name:	 
	 	 	 






		Title:	 
	 	 	 





		Company:	 
	 	 	 



		Phone:	 



  



 






 



 



 



 



 





    	M-3-2



    	 



    

 


EXHIBIT M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells Fargo Bank, National Association


Commercial Mortgage Servicing


MAC D1086-120

550 South Tryon Street, 14th Floor


Charlotte, North Carolina 28202


Attention: CGCMT 2016-GC37 Asset Manager]


 


[Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street, Suite 700


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head]


 


Deutsche Bank Trust Company Americas, as Trustee


1761 East St. Andrew Place


Santa Ana, California, 92705-4934


Attention: Trust Administration – CI1637


 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


 


		Re:	Citigroup Commercial Mortgage Trust 2016-GC37,






Commercial Mortgage
Pass-Through Certificates, Series 2016-GC37


 


Ladies and Gentlemen:


 


In connection with the Citigroup
Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37 (the “Certificates”),
we acknowledge that we will be furnished by Wells Fargo Bank, National Association, as Master Servicer, and Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer (and may have been previously furnished) with certain information
(the “Information”). For the purposes of this letter agreement
(this “Agreement”), “Representative”
of a Person refers to such Person’s directors, officers, employees, and agents; and “Person”
refers to any individual, group or entity.


 


In connection with and in consideration
of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the Information solely
for purposes of making investment decisions and/or exercising the rights of the [Directing Holder][Serviced Companion Loan Holder]
with respect to the [above-referenced Certificates and the related Mortgage Loans] [[NAME OF SERVICED LOAN COMBINATION] Loan Combination]
and will not disclose such Information to any Person other than (i) our


 



    	M-4-1



    	 



    

 


Representatives, (ii) our auditors and regulators and (iii)
any Person contemplating the purchase of [any Certificate][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] held by the undersigned
or of an interest therein (or such outside Persons as are assisting it in making an evaluation in connection with purchasing the
[related Certificates][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] (but only if such Persons confirm in writing such
contemplation of a prospective ownership interest and agree in writing to keep such Information confidential)), (iv) our accountants
and attorneys, and (v) 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 Master Servicer or the Special Servicer, as applicable, and the Trustee, be
otherwise disclosed by the undersigned or by its Representatives in any manner whatsoever, in whole or in part, unless required
to do so by law.


 


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 Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master 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.


 


This Agreement shall not apply
to any of the Information which: (i) is or becomes generally available and known to the public other than as a result of a disclosure
directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential basis from
a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation of confidentiality
to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by you.


 


Capitalized terms used but not
defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of April 1, 2016,
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee.


 


This Agreement, when signed
by us, will constitute our agreement with respect to the subject matter contained herein.











	 	 	 
	 	Very truly yours,
	 	 	 
	 	[NAME OF ENTITY]
	 	 	 
	 	By:	 





	 	Name:	 













	 	Title:	 





	 	Company:	 





	 	Phone:	 


 



    	M-4-2



    	 



    

 


		cc:	Citigroup Commercial Mortgage Securities Inc.

[Trustee]



 



    	M-4-3



    	 



    

 


EXHIBIT M-5


 


FORM OF NRSRO CERTIFICATION


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street, 14th Floor


New York, NY 10013


Attention: Global Transaction Services – CGCMT 2016-GC37


 


		Re:	Citigroup Commercial Mortgage Trust 2016-GC37,

Commercial Mortgage
Pass-Through Certificates, Series 2016-GC37









 


Ladies and Gentlemen:


 


In accordance with the requirements for obtaining
certain information pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche
Bank Trust Company Americas, as Trustee, with respect to the Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage
Pass-Through Certificates, Series 2016-GC37 (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor
to provide ratings on the Certificates; or



 


		2.	The undersigned, a Nationally Recognized Statistical Rating
Organization (“NRSRO”);



 


(a)          has provided
the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e);


 


(b)          has access
to the Depositor’s Rule 17g-5 website relating to the Certificates; and


 


(c)          is requesting
access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Rule
17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement, and in consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except to the extent such information has been made available to the general public), 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


 



    	M-5-1



    	 



    

 


representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part.


 


3.            The undersigned agrees that each time it accesses the Rule 17g-5
Information Provider’s Website, it is deemed to have recertified that the representations herein contained remain true and
correct.


 


Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly
authorized signatory, as of the day and year first written above.














	 	 	 
	 	Very truly yours,
	 	 	 
	 	[NRSRO Name]
	 	 	 
	 	By:	 





	 	Name:	 













	 	Title:	 





	 	Phone:	 





	 	Email:	 


 


Dated:


 



    	M-5-2



    	 



    

 


EXHIBIT N



 


CUSTODIAN CERTIFICATION


 


[DATE]


 


[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser]





[The related Serviced Companion Loan Holder (upon request, in the case
of a Serviced Loan Combination)]

 


		Re:	Pooling and Servicing
                                         Agreement (“Pooling and Servicing Agreement”) relating to Citigroup
                                         Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-GC37



 


Ladies and Gentlemen:


 


In accordance with the provisions of Section 2.02(b)
of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and subject
to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1), (2), (3), (4)
(other than with respect to an Outside Serviced Mortgage Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part of
a Loan Combination) of the definition of “Mortgage File” are in its possession; (ii) the recordation/filing contemplated
by Section 2.01(c) of the Pooling and Servicing Agreement has been completed (based solely on receipt by the undersigned of the
particular recorded/filed documents); (iii) all documents received by the undersigned with respect to such Mortgage Loan have been
reviewed by the undersigned and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to
such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing
Agreement and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage
Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B)
of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File.


 


The undersigned makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File or any
of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Mortgage Loan.


 



    	N-1



    	 



    

 


The scope of the Custodian’s review of the Mortgage
Files is limited solely to confirming that certain documents in Mortgage Files have been received and appear regular on their face
and to confirm certain other information as set forth in Section 2.02 of the Pooling and Servicing Agreement. The Custodian’s
review of the Mortgage Files and any certification with respect thereto is not intended to and shall not be deemed to constitute
“due diligence services” or a “third party due diligence report” as such terms are defined in Rules 17g-10
and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Custodian’s certification or a copy thereof by its
receipt thereof is deemed to agree that it shall not share such certification with any rating agency or any party not addressed
on such certification.


 


Capitalized words and phrases used herein and not
otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate
is subject in all respects to the terms of the Pooling and Servicing Agreement.





	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    	N-2



    	 



    

 


SCHEDULE OF EXCEPTIONS


 


[           ]


 



    	N-3



    	 



    

 


EXHIBIT O


 


SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT
OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer below shall include any Sub-Servicer
engaged by a Master Servicer or Special Servicer.


 


	Servicing Criteria 	applicable

Servicing

Criteria
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Master Servicer

Special Servicer
	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	
        Master 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.	Master 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.	
        Master Servicer

        Special Servicer

        Certificate Administrator

	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
        Master 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.	Master 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.	Master Servicer

Special Servicer

Certificate Administrator



 



    	O-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.	Master Servicer

Special Servicer

Certificate Administrator
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Master 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.	Master Servicer

Special Servicer

Certificate Administrator
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator

Operating Advisor (excluding clauses (C) and (D) in the case of the Operating Advisor)
	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 Reporting 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.	Master 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.	Master 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 Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer



 



    	O-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.	Master Servicer

Special Servicer
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Operating Advisor
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


 



    	O-3



    	 



    

  


EXHIBIT P



SUPPLEMENTAL SERVICER SCHEDULE


 



    	P-1



    	 



    

 




 


CGCMT 2016-GC37 Supplemental Servicer Schedule 


		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original	 	Remaining	 	 	 	 	 	 
	Control	 	 	 	Loan	 	Mortgage 	 	 	 	 	 	General	 	 Original 	 	Origination	 	Amortization Term	 	Amortization Term	 	 	 	Letter of 	 	Upfront RE  
	Number	 	Footnotes	 	Number	 	Loan Seller	 	Property Name	 	Borrower Name	 	Property Type	 	 Balance ($) 	 	Date	 	(Mos.)	 	(Mos.)	 	Carve-out Guarantor	 	Credit	 	Tax Reserve ($)
	1	 	 	 	8998	 	CGMRC	 	Sheraton Denver Downtown Fee	 	Court Place Land LLC	 	Land	 	70,000,000.00	 	12/9/2015	 	0	 	0	 	David Werner and Allan V. Rose	 	No	 	0.00
	2	 	 	 	11045	 	CGMRC	 	Williams Mullen Center	 	Kireland South 10th Street, LLC	 	Office	 	52,000,000.00	 	1/8/2016	 	240	 	238	 	Kireland Holdings, LLC	 	No	 	114,233.33
	3	 	 	 	10876	 	CGMRC	 	79 Madison Avenue	 	79 Madison LLC	 	Office	 	40,000,000.00	 	12/18/2015	 	0	 	0	 	Michael T. Cohen, Robert Getreu and Andrew H. Roos	 	No	 	198,542.41
	4	 	 	 	15092120	 	RMF	 	Hilton Orrington Evanston	 	Evanston Orrington Hotel, LLC	 	Hospitality	 	40,000,000.00	 	12/18/2015	 	360	 	360	 	Morton L. Olshan	 	No	 	1,030,000.00
	5	 	 	 	107323b	 	GSMC	 	Austin Block 21	 	Stratus Block 21, L.L.C.	 	Mixed Use	 	40,000,000.00	 	1/5/2016	 	360	 	357	 	Stratus Properties Inc.	 	No	 	353,260.94
	6	 	 	 	11089	 	CGMRC	 	Hotel on Rivington	 	The Downtown LLC	 	Hospitality	 	36,500,000.00	 	2/8/2016	 	360	 	360	 	Paul Stallings	 	No	 	350,724.00
	7	 	 	 	333	 	BNYM	 	West LA Office - 350 South Beverly Drive	 	Beverly Capital Ventures, LLC	 	Office	 	34,600,000.00	 	12/29/2015	 	360	 	360	 	David Taban	 	No	 	0.00
	8	 	 	 	999	 	BNYM	 	600 Broadway	 	600 Broadway Partners LLC	 	Retail	 	30,000,000.00	 	12/18/2015	 	0	 	0	 	Stanley Cayre, Stanley Chera and Harry Adjmi	 	No	 	259,197.07
	9	 	 	 	8970	 	CGMRC	 	5 Penn Plaza	 	5 Penn Plaza LLC	 	Office	 	25,000,000.00	 	1/6/2016	 	0	 	0	 	Stephen D. Haymes and The Stephen D. Haymes Revocable Trust	 	No	 	1,168,977.19
	10	 	 	 	15110305	 	RMF	 	Hampshire Tower Apartments	 	Orlo Takoma, LLC	 	Multifamily	 	22,000,000.00	 	1/12/2016	 	360	 	360	 	Aaron Orlofsky	 	No	 	165,310.93
	11	 	 	 	9070	 	CGMRC	 	Park Place	 	CAZ 1 DE LLC	 	Office	 	20,000,000.00	 	12/15/2015	 	360	 	360	 	David Allred, Allred Family Revocable Trust Dated April 1, 1998 and the Douglas Allred Family Investments, LLC	No	 	587,242.79
	12	 	 	 	9194	 	CGMRC	 	McCallum Courts and McCallum Glen	 	McCallum Portfolio LLC and Heritage Hill Manager LLC	 	 	 	19,143,750.00	 	12/10/2015	 	360	 	360	 	Chad A. Doty, Daniel R. Chamberlain, Andrew C. McClellan, Brady J. McClellan and William C. Mara	No	 	65,238.78
	12.01	 	 	 	9194-1	 	CGMRC	 	McCallum Glen	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	 	 	 	9194-2	 	CGMRC	 	McCallum Courts 	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	1	 	KGS	 	Arbors at Turnberry	 	Arbors One, LLC	 	Multifamily	 	18,700,000.00	 	8/31/2015	 	360	 	360	 	Rod E. Wilt, Brian G. Uffelman and Lisa M. Boyd	 	No	 	87,408.00
	14	 	 	 	15061207	 	RMF	 	Deerfield Plaza	 	Blue Sphere Deerfield Plaza, Ltd.	 	Retail	 	18,000,000.00	 	12/17/2015	 	360	 	360	 	Thomas Joseph Delahanty, Jr. and Yacob Blatt a/k/a Jacob Blatt	 	No	 	39,255.30
	15	 	 	 	9066	 	CGMRC	 	Amsdell Self Storage - Cincinnati Portfolio	 	Amsdell Storage Ventures VI, LLC and Amsdell Storage Ventures XLI, LLC	 	 	 	14,150,000.00	 	2/2/2016	 	360	 	360	 	Robert J. Amsdell and Barry L. Amsdell	 	No	 	42,485.18
	15.01	 	 	 	9066-1	 	CGMRC	 	Compass Self Storage - Florence	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	9066-4	 	CGMRC	 	Compass Self Storage - Cincinnati	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	9066-3	 	CGMRC	 	CubeSmart Self Storage - Taunton	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	9066-2	 	CGMRC	 	Compass Self Storage - Hebron	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	555	 	BNYM	 	MI, OH & GA Multifamily Portfolio	 	Slate Run Apartments of Miamisburg, LLC; Ashgrove Apartments of Sterling Heights, LLC; Ashgrove Apartments of Sterling Heights, II, LLC; Woodside Apartments, LLC; Ramblewood Apartments II, LLC	 	 	 	13,050,000.00	 	11/5/2015	 	360	 	360	 	Arbor Realty SR, Inc.	 	No	 	72,645.23
	16.01	 	 	 	555-1	 	BNYM	 	Ashgrove Apartments	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	 	 	555-2	 	BNYM	 	Ramblewood Apartments	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	 	 	555-3	 	BNYM	 	Slate Run Apartments	 	 	 	Multifamily	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	2	 	KGS	 	Estates at Westernaire 	 	Westernaire Partners LLC	 	Multifamily	 	12,500,000.00	 	11/10/2015	 	360	 	360	 	Milton M. Mabry, Jr. and Tim R. Johnson	 	No	 	0.00
	18	 	 	 	9310	 	CGMRC	 	Troy Place Apartments	 	SG Troy Place LLC	 	Multifamily	 	11,550,000.00	 	1/14/2016	 	360	 	360	 	Derron Sanders	 	No	 	70,219.96
	19	 	 	 	9050	 	CGMRC	 	Staybridge Cleveland Mayfield	 	Seal Mayfield, LLC	 	Hospitality	 	11,200,000.00	 	1/21/2016	 	360	 	360	 	Vamsikrishna Bonthala and Sheenal Patel	 	No	 	5,786.68
	20	 	 	 	9257	 	CGMRC	 	The Armitage Collection	 	LLJ Retail Ventures 8, LLC	 	Retail	 	11,000,000.00	 	12/16/2015	 	360	 	360	 	LLJ Ventures, LLC	 	No	 	227,809.33
	21	 	 	 	 	 	RAIT Funding, LLC	 	Triangle Shopping Center	 	Booker Triangle, LLC	 	Retail	 	10,425,000.00	 	11/12/2015	 	360	 	356	 	David Weinstein and Amy Stevens	 	No	 	0.00
	22	 	 	 	126569	 	GSMC	 	Holiday Inn Express & Suites Wisconsin	 	Haldimand Bay Trading Company, L.L.C.	 	Hospitality	 	9,250,000.00	 	1/13/2016	 	360	 	358	 	Robert Ciampa, James Clawson, Seth Glickman, Brian Kelly, Steven Marx, Donald Schappacher and David Wespiser	No	 	9,541.78
	23	 	 	 	111	 	BNYM	 	Siena Town Center	 	Siena Town Plaza, LP	 	Retail	 	9,000,000.00	 	12/18/2015	 	0	 	0	 	Investment Concepts, Inc.	 	No	 	0.00
	24	 	 	 	9294	 	CGMRC	 	Franklin Center	 	Franklin Center Associates, L.L.C.	 	Office	 	9,000,000.00	 	2/25/2016	 	360	 	359	 	Douglas M. Etkin, Phillip W. Fisher and Richard P. Kughn	 	No	 	37,486.67
	25	 	 	 	9139	 	CGMRC	 	Hilton Garden Inn - Saint Charles	 	St Charles Hotel Partners, LLC	 	Hospitality	 	8,575,000.00	 	1/8/2016	 	360	 	360	 	Rakesh Chauhan, Manoj Chauhan and Andy Amit Chopra	 	No	 	109,567.53
	26	 	 	 	3	 	KGS	 	Northwood Oaks	 	ECA Elle Northwood Partners, LLC	 	Retail	 	8,175,000.00	 	10/9/2015	 	360	 	360	 	Elliot Sasson, Christopher Wild and Abraham Reichbach	 	No	 	199,699.00
	27	 	 	 	9358	 	CGMRC	 	Cheswick Village Apartments	 	Roco-Cheswick LLC	 	Multifamily	 	7,900,000.00	 	1/29/2016	 	360	 	360	 	Tyler Ross, Michael Colman and David Colman	 	No	 	55,977.29
	28	 	 	 	126575	 	GSMC	 	Holiday Inn Express & Suites Traverse City	 	JPMS I, LLC	 	Hospitality	 	7,050,000.00	 	1/21/2016	 	360	 	358	 	Robert Ciampa, James Clawson, Brian Kelly, Donald Schappacher, Sharon Schappacher and David Wespiser	No	 	19,489.60
	29	 	 	 	16011902	 	RMF	 	Arizona Pavilion	 	AZPAV, LLC	 	Retail	 	6,800,000.00	 	3/14/2016	 	360	 	360	 	Eric B. Rosenberg	 	No	 	7,735.53
	30	 	 	 	9335	 	CGMRC	 	Chesterfield Square	 	Integris Ventures - CS, LLC, Integris Ventures - SPVCS, LLC, Coshocton Associates - CS, LLC and Westmore Equities - CS, LLC	 	Retail	 	6,543,750.00	 	1/22/2016	 	360	 	360	 	Richard Fine, Jason Fine, Robert Elkan and Patrice E. Boehler	 	No	 	12,682.50
	31	 	 	 	 	 	RAIT Funding, LLC	 	Whitney Gray Building	 	Boin Properties, LLC	 	Mixed Use	 	6,300,000.00	 	10/20/2015	 	0	 	0	 	William Paul McCormick	 	No	 	6,847.99
	32	 	 	 	15120301	 	RMF	 	Storage R Us Portfolio	 	Prime Aiken Storage, LLC and Prime Clemson Storage, LLC	 	 	 	5,500,000.00	 	1/5/2016	 	360	 	360	 	Robert Moser and Robert Morgan	 	No	 	45,664.35
	32.01	 	 	 	15120301.01	 	RMF	 	Storage R Us - Aiken	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	15120301.02	 	RMF	 	Storage R Us - Columbia	 	 	 	Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	RAIT Funding, LLC	 	Cottonwood Square Shopping Center	 	Bridge Commercial Partners Fund III, LLC	 	Retail	 	4,700,000.00	 	12/11/2015	 	360	 	360	 	Harris Faberman	 	No	 	105,464.88
	34	 	 	 	15102201	 	RMF	 	Walgreens Madison	 	Wilden Enterprises Madison, LLC	 	Retail	 	4,525,000.00	 	12/30/2015	 	360	 	360	 	William M. Petrie and Denise T. Petrie	 	No	 	0.00
	35	 	 	 	6	 	KGS	 	Ohio Retail Portfolio	 	KJR Olive Garden LLC, KJR Mt. Vernon LLC, WBR 26400 Lorain LLC and RRR Ohio Two LLC	 	 	 	4,301,000.00	 	10/9/2015	 	360	 	355	 	Kathy J. Risman	 	No	 	16,241.00
	35.01	 	 	 	 	 	KGS	 	Mattress Firm	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	KGS	 	Olive Garden	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	KGS	 	Advanced Auto Parts	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	4	 	KGS	 	Providence Plaza	 	ECA Buligo Providence Partners, LP	 	Retail	 	4,125,000.00	 	10/9/2015	 	360	 	360	 	Elliot Sasson, Christopher Wild and Abraham Reichbach	 	No	 	84,243.00
	37	 	 	 	15110376	 	RMF	 	Walgreens West Bend	 	WAG West Bend LLC	 	Retail	 	4,000,000.00	 	1/28/2016	 	0	 	0	 	Michael Marvisi	 	No	 	0.00
	38	 	 	 	15111902	 	RMF	 	Oak Lawn Apartments	 	Oak Lawn Gardens, LLC	 	Multifamily	 	4,000,000.00	 	2/19/2016	 	300	 	300	 	Joseph Junkovic	 	No	 	71,946.25
	39	 	 	 	5	 	KGS	 	Lemoore Plaza	 	Lemoore99 LLC and Bkat99 LLC	 	Retail	 	4,000,000.00	 	8/19/2015	 	360	 	353	 	Massoud Ghomizadeh and Behrooz Katirai	 	No	 	28,727.00
	40	 	 	 	7	 	KGS	 	Walgreens Sarasota	 	RRR Riverview LLC	 	Retail	 	3,672,000.00	 	10/15/2015	 	360	 	355	 	Kathy J. Risman	 	No	 	0.00
	41	 	 	 	222	 	BNYM	 	Fry’s at the Islands	 	Fry’s Hollingshead LLC; Fry’s Rolling Green LLC; Fry’s Smalley LLC; New Fry’s Investors LLC	 	Retail	 	3,500,000.00	 	12/4/2015	 	360	 	356	 	Peter Hollingshead and Thomas A. Cologna	 	No	 	590.38
	42	 	 	 	444	 	BNYM	 	Okatie Self Storage	 	Okatie Storage Partners, LLC	 	Self Storage	 	2,625,000.00	 	12/30/2015	 	360	 	360	 	Ryan L. Hanks	 	No	 	9,194.67
	43	 	 	 	15111979	 	RMF	 	American Self Storage	 	American Self Storage of Sparks I, LLC	 	Self Storage	 	2,600,000.00	 	3/15/2016	 	360	 	360	 	Dennis A. Peterson	 	No	 	5,723.30
	44	 	 	 	9	 	KGS	 	Sherwin Williams Portfolio	 	KJR SW Clinton, LLC and KJR SW Lyon, LLC	 	 	 	2,272,000.00	 	10/15/2015	 	360	 	355	 	Kathy J. Risman	 	No	 	4,528.00
	44.01	 	 	 	 	 	KGS	 	Sherwin Williams-Clinton Township	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	KGS	 	Sherwin Williams-New Hudson	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	 	 	14	 	KGS	 	Parkside Apartments	 	Parkside I, LLC	 	Multifamily	 	2,250,000.00	 	12/10/2015	 	360	 	357	 	David Haridim	 	No	 	5,519.00
	46	 	 	 	16	 	KGS	 	Midway Self Storage	 	Carpenter Storage II, LLLP	 	Self Storage	 	2,150,000.00	 	12/15/2015	 	360	 	357	 	J. Robert Carpenter	 	No	 	6,220.00
	47	 	 	 	12	 	KGS	 	Maplewood MHC	 	Maplewood MHC, LLC	 	Manufactured Housing	 	2,140,000.00	 	9/25/2015	 	360	 	360	 	Adam T. Schwerin	 	No	 	0.00
	48	 	 	 	17	 	KGS	 	Acworth Self Storage	 	Carpenter Storage I, LLLP	 	Self Storage	 	2,100,000.00	 	12/15/2015	 	360	 	357	 	J. Robert Carpenter	 	No	 	2,649.00
	49	 	 	 	15	 	KGS	 	Glen Cove Apartments	 	Glen Cove I, LLC	 	Multifamily	 	2,000,000.00	 	11/24/2015	 	360	 	356	 	David Haridim and Jonathan Quinn	 	No	 	4,899.00
	50	 	 	 	8	 	KGS	 	27810 Chagrin Boulevard	 	RRR Ohio Three, LLC, WBR 27810 Chagrin II, LLC and WBR 27810 Chagrin III, LLC	 	Retail	 	2,000,000.00	 	10/9/2015	 	360	 	355	 	Kathy J. Risman	 	No	 	22,463.00
	51	 	 	 	10	 	KGS	 	Elkhart MHC	 	Elkhart MHP LLC	 	Manufactured Housing	 	1,330,000.00	 	8/12/2015	 	300	 	293	 	Adam T. Schwerin	 	No	 	0.00
	52	 	 	 	13	 	KGS	 	Jefferson MHC	 	Hunter’s Creek Jefferson MHC, LLC	 	Manufactured Housing	 	1,275,000.00	 	10/9/2015	 	360	 	360	 	David M. Ruby and Richard L. Ruby	 	No	 	8,203.00
	53	 	 	 	11	 	KGS	 	Suncoast MHC	 	Crystal River MHP LLC	 	Manufactured Housing	 	1,050,000.00	 	8/12/2015	 	360	 	360	 	Adam T. Schwerin	 	No	 	13,033.00
	54	 	 	 	18	 	KGS	 	Buford Self Storage	 	Carpenter Storage III, LLLP	 	Self Storage	 	850,000.00	 	12/15/2015	 	360	 	357	 	J. Robert Carpenter	 	No	 	3,162.00


 






    	 



    	 



    

 


	CGCMT
    2016-GC37 Supplemental Servicer Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control	 	 	 	Loan	 	Mortgage 	 	 	 	Ongoing RE 	 	Upfront	 	Ongoing	 	Upfront	 	Ongoing	 	Replacement 	 	Upfront	 	Ongoing	 	 
	Number	 	Footnotes	 	Number	 	Loan Seller	 	Property Name	 	Tax Reserve ($)	 	 Insurance Reserve ($)	 	 Insurance Reserve ($)	 	Replacement Reserve ($)	 	Replacement Reserve ($)	 	Reserve Caps ($)	 	TI/LC Reserve ($)	 	TI/LC Reserve ($)	 	TI/LC Caps ($)
	1	 	 	 	8998	 	CGMRC	 	Sheraton Denver Downtown Fee	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	2	 	 	 	11045	 	CGMRC	 	Williams Mullen Center	 	57,116.67	 	10,330.75	 	3,443.58	 	0.00	 	3,428.33	 	0.00	 	1,783,675.00	 	17,141.50	 	1,028,490.00
	3	 	 	 	10876	 	CGMRC	 	79 Madison Avenue	 	198,542.41	 	0.00	 	0.00	 	0.00	 	5,306.00	 	0.00	 	0.00	 	0.00	 	0.00
	4	 	 	 	15092120	 	RMF	 	Hilton Orrington Evanston	 	0.00	 	0.00	 	0.00	 	0.00	 	57,284.92	 	0.00	 	0.00	 	0.00	 	0.00
	5	 	 	 	107323b	 	GSMC	 	Austin Block 21	 	353,260.94	 	144,502.00	 	24,083.66	 	0.00	 	2,239.89	 	0.00	 	0.00	 	4,720.25	 	0.00
	6	 	 	 	11089	 	CGMRC	 	Hotel on Rivington	 	116,908.00	 	127,814.03	 	9,831.85	 	0.00	 	38,582.25	 	0.00	 	0.00	 	0.00	 	0.00
	7	 	 	 	333	 	BNYM	 	West LA Office - 350 South Beverly Drive	 	44,550.00	 	0.00	 	0.00	 	0.00	 	1,959.00	 	70,524.00	 	225,000.00	 	6,279.00	 	0.00
	8	 	 	 	999	 	BNYM	 	600 Broadway	 	259,197.07	 	0.00	 	0.00	 	0.00	 	1,093.24	 	0.00	 	0.00	 	7,288.25	 	0.00
	9	 	 	 	8970	 	CGMRC	 	5 Penn Plaza	 	584,488.60	 	0.00	 	0.00	 	0.00	 	10,838.83	 	0.00	 	0.00	 	0.00	 	0.00
	10	 	 	 	15110305	 	RMF	 	Hampshire Tower Apartments	 	26,239.83	 	45,083.85	 	3,578.08	 	0.00	 	4,500.00	 	0.00	 	0.00	 	0.00	 	0.00
	11	 	 	 	9070	 	CGMRC	 	Park Place	 	117,448.56	 	102,601.80	 	11,400.20	 	0.00	 	8,728.00	 	0.00	 	500,000.00	 	43,640.00	 	2,094,692.00
	12	 	 	 	9194	 	CGMRC	 	McCallum Courts and McCallum Glen	 	32,619.39	 	18,286.59	 	9,143.30	 	0.00	 	9,833.33	 	0.00	 	0.00	 	0.00	 	0.00
	12.01	 	 	 	9194-1	 	CGMRC	 	McCallum Glen	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	 	 	 	9194-2	 	CGMRC	 	McCallum Courts 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	1	 	KGS	 	Arbors at Turnberry	 	29,136.00	 	9,005.00	 	4,502.47	 	0.00	 	3,257.00	 	0.00	 	0.00	 	0.00	 	0.00
	14	 	 	 	15061207	 	RMF	 	Deerfield Plaza	 	18,693.00	 	95,562.50	 	6,500.85	 	0.00	 	1,328.65	 	200,000.00	 	250,000.00	 	0.00	 	250,000.00
	15	 	 	 	9066	 	CGMRC	 	Amsdell Self Storage - Cincinnati Portfolio	 	14,161.73	 	0.00	 	0.00	 	0.00	 	13,387.32	 	0.00	 	0.00	 	0.00	 	0.00
	15.01	 	 	 	9066-1	 	CGMRC	 	Compass Self Storage - Florence	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	9066-4	 	CGMRC	 	Compass Self Storage - Cincinnati	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	9066-3	 	CGMRC	 	CubeSmart Self Storage - Taunton	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	9066-2	 	CGMRC	 	Compass Self Storage - Hebron	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	555	 	BNYM	 	MI, OH & GA Multifamily Portfolio	 	18,978.38	 	0.00	 	0.00	 	0.00	 	8,275.00	 	0.00	 	0.00	 	0.00	 	0.00
	16.01	 	 	 	555-1	 	BNYM	 	Ashgrove Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	 	 	555-2	 	BNYM	 	Ramblewood Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	 	 	555-3	 	BNYM	 	Slate Run Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	2	 	KGS	 	Estates at Westernaire 	 	11,767.00	 	5,381.00	 	5,381.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	18	 	 	 	9310	 	CGMRC	 	Troy Place Apartments	 	14,043.99	 	6,693.84	 	3,346.92	 	0.00	 	4,088.00	 	0.00	 	0.00	 	0.00	 	0.00
	19	 	 	 	9050	 	CGMRC	 	Staybridge Cleveland Mayfield	 	2,893.34	 	10,628.63	 	3,542.88	 	0.00	 	6,657.50	 	0.00	 	0.00	 	0.00	 	0.00
	20	 	 	 	9257	 	CGMRC	 	The Armitage Collection	 	28,476.17	 	4,657.63	 	2,328.81	 	0.00	 	706.42	 	65,000.00	 	75,000.00	 	0.00	 	75,000.00
	21	 	 	 	 	 	RAIT Funding, LLC	 	Triangle Shopping Center	 	22,888.17	 	24,150.00	 	2,012.50	 	0.00	 	1,722.00	 	0.00	 	400,000.00	 	0.00	 	400,000.00
	22	 	 	 	126569	 	GSMC	 	Holiday Inn Express & Suites Wisconsin	 	4,770.89	 	0.00	 	0.00	 	0.00	 	11,137.25	 	0.00	 	0.00	 	0.00	 	0.00
	23	 	 	 	111	 	BNYM	 	Siena Town Center	 	3,786.71	 	0.00	 	0.00	 	616.30	 	616.30	 	0.00	 	2,876.07	 	2,876.07	 	69,025.60
	24	 	 	 	9294	 	CGMRC	 	Franklin Center	 	18,743.33	 	5,104.75	 	1,020.95	 	0.00	 	1,896.50	 	91,032.00	 	250,000.00	 	11,260.00	 	540,480.00
	25	 	 	 	9139	 	CGMRC	 	Hilton Garden Inn - Saint Charles	 	13,695.94	 	10,291.31	 	3,430.44	 	75,000.00	 	11,464.50	 	0.00	 	0.00	 	0.00	 	0.00
	26	 	 	 	3	 	KGS	 	Northwood Oaks	 	16,639.00	 	17,132.00	 	5,710.00	 	0.00	 	1,056.00	 	150,000.00	 	200,000.00	 	0.00	 	115,000.00
	27	 	 	 	9358	 	CGMRC	 	Cheswick Village Apartments	 	13,994.32	 	59,928.75	 	4,994.06	 	0.00	 	4,737.33	 	0.00	 	0.00	 	0.00	 	0.00
	28	 	 	 	126575	 	GSMC	 	Holiday Inn Express & Suites Traverse City	 	4,872.40	 	0.00	 	0.00	 	0.00	 	7,414.50	 	0.00	 	0.00	 	0.00	 	0.00
	29	 	 	 	16011902	 	RMF	 	Arizona Pavilion	 	7,367.17	 	3,570.42	 	680.08	 	0.00	 	202.89	 	0.00	 	100,000.00	 	1,621.75	 	0.00
	30	 	 	 	9335	 	CGMRC	 	Chesterfield Square	 	2,113.75	 	2,957.85	 	1,478.93	 	0.00	 	836.08	 	40,131.84	 	0.00	 	2,786.83	 	100,000.00
	31	 	 	 	 	 	RAIT Funding, LLC	 	Whitney Gray Building	 	3,423.99	 	12,180.54	 	2,030.09	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	32	 	 	 	15120301	 	RMF	 	Storage R Us Portfolio	 	9,132.87	 	2,053.80	 	652.00	 	0.00	 	266.44	 	0.00	 	0.00	 	0.00	 	0.00
	32.01	 	 	 	15120301.01	 	RMF	 	Storage R Us - Aiken	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	15120301.02	 	RMF	 	Storage R Us - Columbia	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	RAIT Funding, LLC	 	Cottonwood Square Shopping Center	 	11,718.32	 	5,828.04	 	1,942.68	 	221,000.00	 	515.84	 	0.00	 	0.00	 	3,438.67	 	123,792.00
	34	 	 	 	15102201	 	RMF	 	Walgreens Madison	 	0.00	 	517.74	 	493.08	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	35	 	 	 	6	 	KGS	 	Ohio Retail Portfolio	 	2,707.00	 	3,868.00	 	323.00	 	0.00	 	341.00	 	12,265.00	 	0.00	 	1,703.00	 	81,764.00
	35.01	 	 	 	 	 	KGS	 	Mattress Firm	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	KGS	 	Olive Garden	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	KGS	 	Advanced Auto Parts	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	4	 	KGS	 	Providence Plaza	 	7,021.00	 	15,633.00	 	5,212.00	 	0.00	 	1,007.00	 	150,000.00	 	150,000.00	 	0.00	 	150,000.00
	37	 	 	 	15110376	 	RMF	 	Walgreens West Bend	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	38	 	 	 	15111902	 	RMF	 	Oak Lawn Apartments	 	8,565.03	 	3,655.58	 	1,740.75	 	100,000.00	 	1,680.75	 	0.00	 	0.00	 	0.00	 	0.00
	39	 	 	 	5	 	KGS	 	Lemoore Plaza	 	4,788.00	 	9,171.00	 	764.00	 	10,000.00	 	397.00	 	0.00	 	50,000.00	 	1,417.00	 	85,000.00
	40	 	 	 	7	 	KGS	 	Walgreens Sarasota	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	41	 	 	 	222	 	BNYM	 	Fry’s at the Islands	 	590.38	 	0.00	 	0.00	 	256.00	 	256.00	 	0.00	 	1,280.00	 	1,280.00	 	76,800.00
	42	 	 	 	444	 	BNYM	 	Okatie Self Storage	 	4,597.33	 	3,250.00	 	0.00	 	582.17	 	582.17	 	0.00	 	0.00	 	0.00	 	0.00
	43	 	 	 	15111979	 	RMF	 	American Self Storage	 	1,816.92	 	5,494.13	 	523.25	 	0.00	 	585.38	 	21,073.68	 	0.00	 	0.00	 	0.00
	44	 	 	 	9	 	KGS	 	Sherwin Williams Portfolio	 	1,132.00	 	1,500.00	 	150.00	 	0.00	 	142.00	 	5,100.00	 	0.00	 	475.00	 	17,085.00
	44.01	 	 	 	 	 	KGS	 	Sherwin Williams-Clinton Township	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	KGS	 	Sherwin Williams-New Hudson	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	 	 	14	 	KGS	 	Parkside Apartments	 	5,519.00	 	7,641.00	 	3,821.00	 	15,075.00	 	3,565.00	 	0.00	 	0.00	 	0.00	 	0.00
	46	 	 	 	16	 	KGS	 	Midway Self Storage	 	2,073.00	 	3,552.00	 	507.00	 	0.00	 	414.00	 	14,900.00	 	0.00	 	0.00	 	0.00
	47	 	 	 	12	 	KGS	 	Maplewood MHC	 	2,228.00	 	894.00	 	447.00	 	0.00	 	605.00	 	0.00	 	0.00	 	0.00	 	0.00
	48	 	 	 	17	 	KGS	 	Acworth Self Storage	 	883.00	 	4,142.00	 	592.00	 	0.00	 	396.00	 	14,273.00	 	0.00	 	0.00	 	0.00
	49	 	 	 	15	 	KGS	 	Glen Cove Apartments	 	3,780.00	 	20,018.00	 	2,860.00	 	0.00	 	2,700.00	 	0.00	 	0.00	 	0.00	 	0.00
	50	 	 	 	8	 	KGS	 	27810 Chagrin Boulevard	 	3,744.00	 	1,607.00	 	134.00	 	0.00	 	112.00	 	4,020.00	 	0.00	 	497.00	 	17,889.00
	51	 	 	 	10	 	KGS	 	Elkhart MHC	 	812.00	 	823.00	 	274.00	 	11,371.25	 	313.00	 	0.00	 	0.00	 	0.00	 	0.00
	52	 	 	 	13	 	KGS	 	Jefferson MHC	 	1,367.00	 	606.00	 	303.00	 	0.00	 	417.00	 	0.00	 	0.00	 	0.00	 	0.00
	53	 	 	 	11	 	KGS	 	Suncoast MHC	 	1,862.00	 	3,628.00	 	1,814.00	 	0.00	 	371.00	 	0.00	 	0.00	 	0.00	 	0.00
	54	 	 	 	18	 	KGS	 	Buford Self Storage	 	790.00	 	3,224.00	 	461.00	 	0.00	 	551.00	 	19,845.00	 	0.00	 	0.00	 	0.00


 






    	 



    	 



    

 


	CGCMT
    2016-GC37 Supplemental Servicer Schedule	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control	 	 	 	Loan	 	Mortgage 	 	 	 	Upfront Debt	 	Ongoing Debt  	 	Upfront Deferred	 	Ongoing Deferred	 	Upfront	 	Ongoing	 	Upfront	 	Ongoing
	Number	 	Footnotes	 	Number	 	Loan Seller	 	Property Name	 	Service Reserve ($)	 	Service Reserve ($)	 	 Maintenance Reserve ($)	 	 Maintenance Reserve ($)	 	Environmental Reserve ($)	 	Environmental Reserve ($)	 	 Other Reserve ($)	 	 Other Reserve ($)
	1	 	 	 	8998	 	CGMRC	 	Sheraton Denver Downtown Fee	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	2	 	 	 	11045	 	CGMRC	 	Williams Mullen Center	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	3	 	 	 	10876	 	CGMRC	 	79 Madison Avenue	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	10,874,851.00	 	0.00
	4	 	 	 	15092120	 	RMF	 	Hilton Orrington Evanston	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	3,750,000.00	 	0.00
	5	 	 	 	107323b	 	GSMC	 	Austin Block 21	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	67,787.00	 	0.00
	6	 	 	 	11089	 	CGMRC	 	Hotel on Rivington	 	0.00	 	0.00	 	125,687.50	 	0.00	 	0.00	 	0.00	 	325,000.00	 	90,000.00
	7	 	 	 	333	 	BNYM	 	West LA Office - 350 South Beverly Drive	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	8	 	 	 	999	 	BNYM	 	600 Broadway	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	5,000,000.00	 	0.00
	9	 	 	 	8970	 	CGMRC	 	5 Penn Plaza	 	0.00	 	0.00	 	1,306,250.00	 	0.00	 	0.00	 	0.00	 	22,217,784.55	 	0.00
	10	 	 	 	15110305	 	RMF	 	Hampshire Tower Apartments	 	0.00	 	0.00	 	3,406.25	 	0.00	 	0.00	 	0.00	 	210,722.00	 	0.00
	11	 	 	 	9070	 	CGMRC	 	Park Place	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	7,618,460.00	 	0.00
	12	 	 	 	9194	 	CGMRC	 	McCallum Courts and McCallum Glen	 	0.00	 	0.00	 	21,875.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	12.01	 	 	 	9194-1	 	CGMRC	 	McCallum Glen	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	 	 	 	9194-2	 	CGMRC	 	McCallum Courts 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	1	 	KGS	 	Arbors at Turnberry	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	14	 	 	 	15061207	 	RMF	 	Deerfield Plaza	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	15	 	 	 	9066	 	CGMRC	 	Amsdell Self Storage - Cincinnati Portfolio	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	700,000.00	 	0.00
	15.01	 	 	 	9066-1	 	CGMRC	 	Compass Self Storage - Florence	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	9066-4	 	CGMRC	 	Compass Self Storage - Cincinnati	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	9066-3	 	CGMRC	 	CubeSmart Self Storage - Taunton	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	9066-2	 	CGMRC	 	Compass Self Storage - Hebron	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	555	 	BNYM	 	MI, OH & GA Multifamily Portfolio	 	0.00	 	0.00	 	57,057.50	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	16.01	 	 	 	555-1	 	BNYM	 	Ashgrove Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	 	 	555-2	 	BNYM	 	Ramblewood Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	 	 	555-3	 	BNYM	 	Slate Run Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	2	 	KGS	 	Estates at Westernaire 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	360,000.00	 	0.00
	18	 	 	 	9310	 	CGMRC	 	Troy Place Apartments	 	0.00	 	0.00	 	14,093.75	 	0.00	 	0.00	 	0.00	 	1,275,000.00	 	0.00
	19	 	 	 	9050	 	CGMRC	 	Staybridge Cleveland Mayfield	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	2,716,288.00	 	0.00
	20	 	 	 	9257	 	CGMRC	 	The Armitage Collection	 	0.00	 	0.00	 	7,025.00	 	0.00	 	1,000,000.00	 	0.00	 	10,000.00	 	0.00
	21	 	 	 	 	 	RAIT Funding, LLC	 	Triangle Shopping Center	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	22	 	 	 	126569	 	GSMC	 	Holiday Inn Express & Suites Wisconsin	 	0.00	 	0.00	 	46,640.00	 	0.00	 	0.00	 	0.00	 	1,853,339.00	 	0.00
	23	 	 	 	111	 	BNYM	 	Siena Town Center	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	16,906.00	 	0.00
	24	 	 	 	9294	 	CGMRC	 	Franklin Center	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	102,850.00	 	0.00
	25	 	 	 	9139	 	CGMRC	 	Hilton Garden Inn - Saint Charles	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	1,768,939.00	 	0.00
	26	 	 	 	3	 	KGS	 	Northwood Oaks	 	0.00	 	0.00	 	211,750.00	 	0.00	 	0.00	 	0.00	 	78,000.00	 	0.00
	27	 	 	 	9358	 	CGMRC	 	Cheswick Village Apartments	 	0.00	 	0.00	 	4,562.50	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	28	 	 	 	126575	 	GSMC	 	Holiday Inn Express & Suites Traverse City	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	472,285.00	 	0.00
	29	 	 	 	16011902	 	RMF	 	Arizona Pavilion	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	30	 	 	 	9335	 	CGMRC	 	Chesterfield Square	 	0.00	 	0.00	 	58,819.00	 	0.00	 	0.00	 	0.00	 	5,434.10	 	1,358.52
	31	 	 	 	 	 	RAIT Funding, LLC	 	Whitney Gray Building	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	32	 	 	 	15120301	 	RMF	 	Storage R Us Portfolio	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	32.01	 	 	 	15120301.01	 	RMF	 	Storage R Us - Aiken	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	15120301.02	 	RMF	 	Storage R Us - Columbia	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	RAIT Funding, LLC	 	Cottonwood Square Shopping Center	 	0.00	 	0.00	 	23,344.00	 	0.00	 	0.00	 	0.00	 	64,499.68	 	0.00
	34	 	 	 	15102201	 	RMF	 	Walgreens Madison	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	166.67	 	0.00	 	0.00
	35	 	 	 	6	 	KGS	 	Ohio Retail Portfolio	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	35.01	 	 	 	 	 	KGS	 	Mattress Firm	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	KGS	 	Olive Garden	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	KGS	 	Advanced Auto Parts	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	4	 	KGS	 	Providence Plaza	 	0.00	 	0.00	 	169,840.00	 	0.00	 	0.00	 	0.00	 	5,579.00	 	0.00
	37	 	 	 	15110376	 	RMF	 	Walgreens West Bend	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	38	 	 	 	15111902	 	RMF	 	Oak Lawn Apartments	 	0.00	 	0.00	 	25,375.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	39	 	 	 	5	 	KGS	 	Lemoore Plaza	 	0.00	 	0.00	 	6,250.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	40	 	 	 	7	 	KGS	 	Walgreens Sarasota	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	41	 	 	 	222	 	BNYM	 	Fry’s at the Islands	 	0.00	 	0.00	 	46,895.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	42	 	 	 	444	 	BNYM	 	Okatie Self Storage	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	75,000.00	 	0.00
	43	 	 	 	15111979	 	RMF	 	American Self Storage	 	0.00	 	0.00	 	6,562.50	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	44	 	 	 	9	 	KGS	 	Sherwin Williams Portfolio	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	44.01	 	 	 	 	 	KGS	 	Sherwin Williams-Clinton Township	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	KGS	 	Sherwin Williams-New Hudson	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	 	 	14	 	KGS	 	Parkside Apartments	 	0.00	 	0.00	 	34,925.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	46	 	 	 	16	 	KGS	 	Midway Self Storage	 	0.00	 	0.00	 	6,813.00	 	0.00	 	2,750.00	 	0.00	 	0.00	 	0.00
	47	 	 	 	12	 	KGS	 	Maplewood MHC	 	0.00	 	0.00	 	4,875.00	 	0.00	 	0.00	 	0.00	 	46,100.00	 	0.00
	48	 	 	 	17	 	KGS	 	Acworth Self Storage	 	0.00	 	0.00	 	3,750.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	49	 	 	 	15	 	KGS	 	Glen Cove Apartments	 	0.00	 	0.00	 	27,063.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	50	 	 	 	8	 	KGS	 	27810 Chagrin Boulevard	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	51	 	 	 	10	 	KGS	 	Elkhart MHC	 	0.00	 	0.00	 	11,371.25	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	52	 	 	 	13	 	KGS	 	Jefferson MHC	 	0.00	 	0.00	 	26,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	53	 	 	 	11	 	KGS	 	Suncoast MHC	 	0.00	 	0.00	 	3,937.50	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	54	 	 	 	18	 	KGS	 	Buford Self Storage	 	0.00	 	0.00	 	16,638.00	 	0.00	 	2,750.00	 	0.00	 	0.00	 	0.00


 






    	 



    	 



    

CGCMT
2016-GC37 Supplemental Servicer Schedule


		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Grace	 	Grace	 	 	 	 	 	 	 	 	 	 	 	 
	Control	 	 	 	Loan	 	Mortgage 	 	 	 	Other Reserve	 	Period-	 	Period-	 	Residual Value	 	Lease Enhancement	 	Environmental	 	O&M	 	Cash	 	 
	Number	 	Footnotes	 	Number	 	Loan Seller	 	Property Name	 	Description	 	Default	 	Late Fee	 	Insurance	 	Insurance	 	Insurance Required	 	Required	 	Management	 	Lockbox
	1	 	 	 	8998	 	CGMRC	 	Sheraton Denver Downtown Fee	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	In Place	 	Hard
	2	 	 	 	11045	 	CGMRC	 	Williams Mullen Center	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	In Place	 	Hard
	3	 	 	 	10876	 	CGMRC	 	79 Madison Avenue	 	Unfunded Obligations Reserve($8,948,151), Free Rent Reserve($1,226,700), Pranna Reserve ($700,000)	 	0	 	3	 	No	 	No	 	No	 	Yes - ACM	 	Springing	 	Springing
	4	 	 	 	15092120	 	RMF	 	Hilton Orrington Evanston	 	Garage Renovation Reserve	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM	 	Springing	 	Hard
	5	 	 	 	107323b	 	GSMC	 	Austin Block 21	 	Gap Rent Reserve for ACL Showcase Venue	 	0	 	0	 	No	 	No	 	No	 	No	 	In Place	 	Hard (Hotel, Office, Retail) / Soft (Music Venue)
	6	 	 	 	11089	 	CGMRC	 	Hotel on Rivington	 	Monthly Seasonality Reserve ($90,000); Unfunded Obligations Reserve ($325,000)	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Hard
	7	 	 	 	333	 	BNYM	 	West LA Office - 350 South Beverly Drive	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM	 	Springing	 	Springing
	8	 	 	 	999	 	BNYM	 	600 Broadway	 	A&F Credit Reserve	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM	 	Springing	 	Hard
	9	 	 	 	8970	 	CGMRC	 	5 Penn Plaza	 	Guaranty Collateral Reserve ($17,333,334); Unfunded Obligations ($3,069,378); Contingency Reserve ($1,088,442.55); Gap Rent Reserve ($726,630)	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM	 	Springing	 	Hard
	10	 	 	 	15110305	 	RMF	 	Hampshire Tower Apartments	 	Rent Subsidy Reserve	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM & LBP	 	Springing	 	Springing
	11	 	 	 	9070	 	CGMRC	 	Park Place	 	Gap Rent Reserve ($2,217,788); Infusion Building 4 Unfunded Landlord Obligation Reserve ($5,246,634); Insys Therapeutics Unfunded Landlord Obligation Reserve ($38,168); Infineon Free Rent Reserve ($115,870)	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	12	 	 	 	9194	 	CGMRC	 	McCallum Courts and McCallum Glen	 	 	 	0	 	0	 	 	 	 	 	No	 	 	 	Springing	 	Springing
	12.01	 	 	 	9194-1	 	CGMRC	 	McCallum Glen	 	 	 	 	 	 	 	No	 	No	 	No	 	Yes - ACM	 	 	 	 
	12.02	 	 	 	9194-2	 	CGMRC	 	McCallum Courts 	 	 	 	 	 	 	 	No	 	No	 	No	 	Yes - ACM	 	 	 	 
	13	 	 	 	1	 	KGS	 	Arbors at Turnberry	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	14	 	 	 	15061207	 	RMF	 	Deerfield Plaza	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	15	 	 	 	9066	 	CGMRC	 	Amsdell Self Storage - Cincinnati Portfolio	 	Economic Holdback	 	0	 	0	 	 	 	 	 	No	 	 	 	Springing	 	Springing
	15.01	 	 	 	9066-1	 	CGMRC	 	Compass Self Storage - Florence	 	 	 	 	 	 	 	No	 	No	 	No	 	No	 	 	 	 
	15.02	 	 	 	9066-4	 	CGMRC	 	Compass Self Storage - Cincinnati	 	 	 	 	 	 	 	No	 	No	 	No	 	Yes - ACM	 	 	 	 
	15.03	 	 	 	9066-3	 	CGMRC	 	CubeSmart Self Storage - Taunton	 	 	 	 	 	 	 	No	 	No	 	No	 	Yes - ACM	 	 	 	 
	15.04	 	 	 	9066-2	 	CGMRC	 	Compass Self Storage - Hebron	 	 	 	 	 	 	 	No	 	No	 	No	 	No	 	 	 	 
	16	 	 	 	555	 	BNYM	 	MI, OH & GA Multifamily Portfolio	 	 	 	0	 	0	 	 	 	 	 	No	 	 	 	Springing	 	Soft Springing
	16.01	 	 	 	555-1	 	BNYM	 	Ashgrove Apartments	 	 	 	 	 	 	 	No	 	No	 	No	 	Yes - ACM	 	 	 	 
	16.02	 	 	 	555-2	 	BNYM	 	Ramblewood Apartments	 	 	 	 	 	 	 	No	 	No	 	No	 	Yes - ACM	 	 	 	 
	16.03	 	 	 	555-3	 	BNYM	 	Slate Run Apartments	 	 	 	 	 	 	 	No	 	No	 	No	 	Yes - ACM	 	 	 	 
	17	 	 	 	2	 	KGS	 	Estates at Westernaire 	 	Renovation Reserve	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	18	 	 	 	9310	 	CGMRC	 	Troy Place Apartments	 	Designated Replacement Reserve ($650,000); Holdback Reserve ($625,000)	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM	 	Springing	 	Springing
	19	 	 	 	9050	 	CGMRC	 	Staybridge Cleveland Mayfield	 	PIP Reserve	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Hard 
	20	 	 	 	9257	 	CGMRC	 	The Armitage Collection	 	Salon 1800 Signage Reserve	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	21	 	 	 	 	 	RAIT Funding, LLC	 	Triangle Shopping Center	 	 	 	5	 	5	 	No	 	No	 	No	 	Yes	 	Springing	 	Springing
	22	 	 	 	126569	 	GSMC	 	Holiday Inn Express & Suites Wisconsin	 	PIP Reserve ($1,800,000); Seasonality Reserve ($53,339 upfront, $26,670 monthly in June, July, August and September)	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	23	 	 	 	111	 	BNYM	 	Siena Town Center	 	Free Rent Reserve	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	24	 	 	 	9294	 	CGMRC	 	Franklin Center	 	Real Estate One TI Reserve	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM	 	Springing	 	Soft Springing
	25	 	 	 	9139	 	CGMRC	 	Hilton Garden Inn - Saint Charles	 	PIP Reserve ($1,768,939), Seasonality Reserve ($0)	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	26	 	 	 	3	 	KGS	 	Northwood Oaks	 	SC Re-Tenanting Reserve 	 	0	 	0	 	No	 	No	 	No	 	Yes- ACM	 	Springing	 	Springing
	27	 	 	 	9358	 	CGMRC	 	Cheswick Village Apartments	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM	 	Springing	 	Springing
	28	 	 	 	126575	 	GSMC	 	Holiday Inn Express & Suites Traverse City	 	PIP Reserve ($400,000); Seasonality Reserve ($72,285 upfront, $45,204 monthly in June, July, August, September and October)	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	29	 	 	 	16011902	 	RMF	 	Arizona Pavilion	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Hard
	30	 	 	 	9335	 	CGMRC	 	Chesterfield Square	 	Condo Assessments Reserve	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	31	 	 	 	 	 	RAIT Funding, LLC	 	Whitney Gray Building	 	 	 	5	 	5	 	No	 	No	 	No	 	Yes	 	Springing	 	Springing
	32	 	 	 	15120301	 	RMF	 	Storage R Us Portfolio	 	 	 	0	 	0	 	 	 	 	 	No	 	No	 	Springing	 	Springing
	32.01	 	 	 	15120301.01	 	RMF	 	Storage R Us - Aiken	 	 	 	 	 	 	 	No	 	No	 	No	 	No	 	 	 	 
	32.02	 	 	 	15120301.02	 	RMF	 	Storage R Us - Columbia	 	 	 	 	 	 	 	No	 	No	 	No	 	No	 	 	 	 
	33	 	 	 	 	 	RAIT Funding, LLC	 	Cottonwood Square Shopping Center	 	Outstanding TI Reserve ($47,040), Rent Escrow Reserve ($17,459.68)	 	5	 	5	 	No	 	No	 	No	 	Yes	 	Springing	 	Springing
	34	 	 	 	15102201	 	RMF	 	Walgreens Madison	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	35	 	 	 	6	 	KGS	 	Ohio Retail Portfolio	 	 	 	0	 	0	 	 	 	 	 	No	 	 	 	Springing	 	Springing
	35.01	 	 	 	 	 	KGS	 	Mattress Firm	 	 	 	 	 	 	 	No	 	No	 	No	 	No	 	 	 	 
	35.02	 	 	 	 	 	KGS	 	Olive Garden	 	 	 	 	 	 	 	No	 	No	 	No	 	No	 	 	 	 
	35.03	 	 	 	 	 	KGS	 	Advanced Auto Parts	 	 	 	 	 	 	 	No	 	No	 	No	 	No	 	 	 	 
	36	 	 	 	4	 	KGS	 	Providence Plaza	 	Unfunded Obligations Reserve	 	0	 	0	 	No	 	No	 	No	 	Yes- ACM	 	Springing	 	Springing
	37	 	 	 	15110376	 	RMF	 	Walgreens West Bend	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	38	 	 	 	15111902	 	RMF	 	Oak Lawn Apartments	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM & LBP	 	In Place	 	Hard
	39	 	 	 	5	 	KGS	 	Lemoore Plaza	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	40	 	 	 	7	 	KGS	 	Walgreens Sarasota	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	41	 	 	 	222	 	BNYM	 	Fry’s at the Islands	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	42	 	 	 	444	 	BNYM	 	Okatie Self Storage	 	Facilities Upgrade Reserve	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	43	 	 	 	15111979	 	RMF	 	American Self Storage	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes - ACM & LBP	 	Springing	 	Springing
	44	 	 	 	9	 	KGS	 	Sherwin Williams Portfolio	 	 	 	0	 	0	 	 	 	 	 	No	 	 	 	Springing	 	Springing
	44.01	 	 	 	 	 	KGS	 	Sherwin Williams-Clinton Township	 	 	 	 	 	 	 	No	 	No	 	No	 	No	 	 	 	 
	44.02	 	 	 	 	 	KGS	 	Sherwin Williams-New Hudson	 	 	 	 	 	 	 	No	 	No	 	No	 	No	 	 	 	 
	45	 	 	 	14	 	KGS	 	Parkside Apartments	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes- ACM	 	Springing	 	Springing
	46	 	 	 	16	 	KGS	 	Midway Self Storage	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes- ACM	 	Springing	 	Springing
	47	 	 	 	12	 	KGS	 	Maplewood MHC	 	Renovation Reserve	 	0	 	0	 	No	 	No	 	No	 	Yes- ACM	 	Springing	 	Springing
	48	 	 	 	17	 	KGS	 	Acworth Self Storage	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	49	 	 	 	15	 	KGS	 	Glen Cove Apartments	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes- ACM	 	Springing	 	Springing
	50	 	 	 	8	 	KGS	 	27810 Chagrin Boulevard	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	51	 	 	 	10	 	KGS	 	Elkhart MHC	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes- ACM	 	Springing	 	Springing
	52	 	 	 	13	 	KGS	 	Jefferson MHC	 	 	 	0	 	0	 	No	 	No	 	No	 	No	 	Springing	 	Springing
	53	 	 	 	11	 	KGS	 	Suncoast MHC	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes- ACM	 	Springing	 	Springing
	54	 	 	 	18	 	KGS	 	Buford Self Storage	 	 	 	0	 	0	 	No	 	No	 	No	 	Yes- ACM	 	Springing	 	Springing


 






    	 



    	 



    

 


CGCMT
    2016-GC37 Supplemental Servicer Schedule


		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly	 	Interest	 	 	 	 	 	 	 	 	 	Serviced Companion Loan	 	Serviced Companion Loan
	Control	 	 	 	Loan	 	Mortgage 	 	 	 	Units, Pads,	 	Unit	 	Debt	 	Accrual	 	Administrative	 	Ground	 	 	 	Serviced Companion	 	Monthly Debt	 	Interest Accrual
	Number	 	Footnotes	 	Number	 	Loan Seller	 	Property Name	 	Rooms, Sq Ft	 	Description	 	Service ($)	 	Method	 	Fee Rate (%)	 	Lease Y/N	 	Prepayment Provision	 	Loan Flag	 	Service ($)	 	Method
	1	 	 	 	8998	 	CGMRC	 	Sheraton Denver Downtown Fee	 	1,231	 	Rooms	 	266,145.83	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	2	 	 	 	11045	 	CGMRC	 	Williams Mullen Center	 	205,698	 	sf	 	341,742.32	 	Actual/360	 	0.01576%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	3	 	 	 	10876	 	CGMRC	 	79 Madison Avenue	 	274,084	 	sf	 	160,532.41	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/90_0%/3	 	 	 	 	 	 
	4	 	 	 	15092120	 	RMF	 	Hilton Orrington Evanston	 	269	 	Rooms	 	216,443.14	 	Actual/360	 	0.01576%	 	No	 	Lockout/25_>YM or 1%/90_0%/5	 	 	 	 	 	 
	5	 	 	 	107323b	 	GSMC	 	Austin Block 21	 	251 (Hotel) / 143,400 (Office and Retail)	 	Rooms / SF	 	229,127.38	 	Actual/360	 	0.02076%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	6	 	 	 	11089	 	CGMRC	 	Hotel on Rivington	 	109	 	Rooms	 	195,048.57	 	Actual/360	 	0.01576%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	7	 	 	 	333	 	BNYM	 	West LA Office - 350 South Beverly Drive	 	60,281	 	sf	 	187,223.32	 	Actual/360	 	0.01576%	 	No	 	Lockout/24_>YM or 1%/89_0%/7	 	 	 	 	 	 
	8	 	 	 	999	 	BNYM	 	600 Broadway	 	77,280	 	sf	 	118,878.47	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/88_0%/5	 	 	 	 	 	 
	9	 	 	 	8970	 	CGMRC	 	5 Penn Plaza	 	650,329	 	sf	 	102,688.57	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/90_0%/3	 	 	 	 	 	 
	10	 	 	 	15110305	 	RMF	 	Hampshire Tower Apartments	 	216	 	Units	 	116,359.05	 	Actual/360	 	0.01576%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	11	 	 	 	9070	 	CGMRC	 	Park Place	 	523,673	 	sf	 	106,388.61	 	Actual/360	 	0.03326%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	12	 	 	 	9194	 	CGMRC	 	McCallum Courts and McCallum Glen	 	419	 	Units	 	100,324.94	 	Actual/360	 	0.04326%	 	No	 	Lockout/27_Defeasance or >YM or 1%/90_0%/3	 	 	 	 	 	 
	12.01	 	 	 	9194-1	 	CGMRC	 	McCallum Glen	 	275	 	Units	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	12.02	 	 	 	9194-2	 	CGMRC	 	McCallum Courts 	 	144	 	Units	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	13	 	 	 	1	 	KGS	 	Arbors at Turnberry	 	187	 	Units	 	108,061.33	 	Actual/360	 	0.02076%	 	No	 	Lockout/31_Defeasance/86_0%/3	 	 	 	 	 	 
	14	 	 	 	15061207	 	RMF	 	Deerfield Plaza	 	106,292	 	sf	 	97,068.40	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	15	 	 	 	9066	 	CGMRC	 	Amsdell Self Storage - Cincinnati Portfolio	 	234,747	 	sf	 	76,653.59	 	Actual/360	 	0.04576%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	15.01	 	 	 	9066-1	 	CGMRC	 	Compass Self Storage - Florence	 	65,125	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.02	 	 	 	9066-4	 	CGMRC	 	Compass Self Storage - Cincinnati	 	73,125	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.03	 	 	 	9066-3	 	CGMRC	 	CubeSmart Self Storage - Taunton	 	44,997	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.04	 	 	 	9066-2	 	CGMRC	 	Compass Self Storage - Hebron	 	51,500	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	16	 	 	 	555	 	BNYM	 	MI, OH & GA Multifamily Portfolio	 	331	 	Units	 	69,832.08	 	Actual/360	 	0.01576%	 	No	 	Lockout/29_Defeasance/87_0%/4	 	 	 	 	 	 
	16.01	 	 	 	555-1	 	BNYM	 	Ashgrove Apartments	 	203	 	Units	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	16.02	 	 	 	555-2	 	BNYM	 	Ramblewood Apartments	 	80	 	Units	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	16.03	 	 	 	555-3	 	BNYM	 	Slate Run Apartments	 	48	 	Units	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	17	 	 	 	2	 	KGS	 	Estates at Westernaire 	 	336	 	Units	 	65,810.03	 	Actual/360	 	0.01576%	 	No	 	Lockout/28_Defeasance/88_0%/4	 	 	 	 	 	 
	18	 	 	 	9310	 	CGMRC	 	Troy Place Apartments	 	168	 	Units	 	61,650.43	 	Actual/360	 	0.06326%	 	No	 	Lockout/26_Defeasance/91_0%/3	 	 	 	 	 	 
	19	 	 	 	9050	 	CGMRC	 	Staybridge Cleveland Mayfield	 	123	 	Rooms	 	59,033.62	 	Actual/360	 	0.01576%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	20	 	 	 	9257	 	CGMRC	 	The Armitage Collection	 	32,604	 	sf	 	57,381.21	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	21	 	 	 	 	 	RAIT Funding, LLC	 	Triangle Shopping Center	 	137,798	 	sf	 	55,645.52	 	Actual/360	 	0.01576%	 	No	 	Lockout/28_Defeasance/28_0%/4	 	 	 	 	 	 
	22	 	 	 	126569	 	GSMC	 	Holiday Inn Express & Suites Wisconsin	 	114 	 	Rooms	 	49,368.09	 	Actual/360	 	0.05576%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	23	 	 	 	111	 	BNYM	 	Siena Town Center	 	49,304	 	sf	 	37,260.42	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/90_0%/3	 	 	 	 	 	 
	24	 	 	 	9294	 	CGMRC	 	Franklin Center	 	96,514	 	sf	 	49,531.23	 	Actual/360	 	0.06326%	 	Yes	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	25	 	 	 	9139	 	CGMRC	 	Hilton Garden Inn - Saint Charles	 	120	 	Rooms	 	46,294.84	 	Actual/360	 	0.01576%	 	No	 	Lockout/26_Defeasance/89_0%/5	 	 	 	 	 	 
	26	 	 	 	3	 	KGS	 	Northwood Oaks	 	84,441	 	sf	 	41,957.55	 	Actual/360	 	0.01576%	 	No	 	Lockout/29_Defeasance/88_0%/3	 	 	 	 	 	 
	27	 	 	 	9358	 	CGMRC	 	Cheswick Village Apartments	 	187	 	Units	 	42,457.20	 	Actual/360	 	0.01576%	 	No	 	Lockout/26_Defeasance/91_0%/3	 	 	 	 	 	 
	28	 	 	 	126575	 	GSMC	 	Holiday Inn Express & Suites Traverse City	 	81 	 	Rooms	 	38,061.65	 	Actual/360	 	0.05576%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	29	 	 	 	16011902	 	RMF	 	Arizona Pavilion	 	24,347	 	sf	 	37,760.72	 	Actual/360	 	0.01576%	 	No	 	Lockout/24_Defeasance/32_0%/4	 	 	 	 	 	 
	30	 	 	 	9335	 	CGMRC	 	Chesterfield Square	 	66,884	 	sf	 	35,368.61	 	Actual/360	 	0.01576%	 	No	 	Lockout/26_Defeasance/91_0%/3	 	 	 	 	 	 
	31	 	 	 	 	 	RAIT Funding, LLC	 	Whitney Gray Building	 	28,500	 	sf	 	24,991.09	 	Actual/360	 	0.01576%	 	No	 	Lockout/29_>YM or 1%/87_0%/4	 	 	 	 	 	 
	32	 	 	 	15120301	 	RMF	 	Storage R Us Portfolio	 	106,575	 	sf	 	29,525.19	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	32.01	 	 	 	15120301.01	 	RMF	 	Storage R Us - Aiken	 	64,300	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	32.02	 	 	 	15120301.02	 	RMF	 	Storage R Us - Columbia	 	42,275	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	RAIT Funding, LLC	 	Cottonwood Square Shopping Center	 	41,264	 	sf	 	25,547.53	 	Actual/360	 	0.09326%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	34	 	 	 	15102201	 	RMF	 	Walgreens Madison	 	15,555	 	sf	 	24,707.69	 	Actual/360	 	0.01576%	 	No	 	Lockout/23_>YM or 1%/93_0%/4	 	 	 	 	 	 
	35	 	 	 	6	 	KGS	 	Ohio Retail Portfolio	 	20,441	 	sf	 	22,048.83	 	Actual/360	 	0.01576%	 	No	 	Lockout/29_Defeasance/88_0%/3	 	 	 	 	 	 
	35.01	 	 	 	 	 	KGS	 	Mattress Firm	 	6,000	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	KGS	 	Olive Garden	 	7,441	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	KGS	 	Advanced Auto Parts	 	7,000	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	36	 	 	 	4	 	KGS	 	Providence Plaza	 	80,567	 	sf	 	21,171.24	 	Actual/360	 	0.01576%	 	No	 	Lockout/29_Defeasance/88_0%/3	 	 	 	 	 	 
	37	 	 	 	15110376	 	RMF	 	Walgreens West Bend	 	14,820	 	sf	 	16,222.22	 	Actual/360	 	0.01576%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	38	 	 	 	15111902	 	RMF	 	Oak Lawn Apartments	 	81	 	Units	 	25,528.10	 	Actual/360	 	0.01576%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	39	 	 	 	5	 	KGS	 	Lemoore Plaza	 	19,842	 	sf	 	21,668.86	 	Actual/360	 	0.05576%	 	No	 	Lockout/31_Defeasance/85_0%/4	 	 	 	 	 	 
	40	 	 	 	7	 	KGS	 	Walgreens Sarasota	 	14,820	 	sf	 	18,583.67	 	Actual/360	 	0.01576%	 	No	 	Lockout/29_Defeasance/88_0%/3	 	 	 	 	 	 
	41	 	 	 	222	 	BNYM	 	Fry’s at the Islands	 	15,360	 	sf	 	18,773.79	 	Actual/360	 	0.01576%	 	No	 	Lockout/28_Defeasance/87_0%/5	 	 	 	 	 	 
	42	 	 	 	444	 	BNYM	 	Okatie Self Storage	 	69,320	 	sf	 	14,367.17	 	Actual/360	 	0.01576%	 	No	 	Lockout/18_>YM or 1%/98_0%/4	 	 	 	 	 	 
	43	 	 	 	15111979	 	RMF	 	American Self Storage	 	63,860	 	sf	 	14,844.18	 	Actual/360	 	0.01576%	 	No	 	Lockout/24_Defeasance/92_0%/4	 	 	 	 	 	 
	44	 	 	 	9	 	KGS	 	Sherwin Williams Portfolio	 	8,500	 	sf	 	11,296.91	 	Actual/360	 	0.01576%	 	No	 	Lockout/29_Defeasance/88_0%/3	 	 	 	 	 	 
	44.01	 	 	 	 	 	KGS	 	Sherwin Williams-Clinton Township	 	4,500	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	KGS	 	Sherwin Williams-New Hudson	 	4,000	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	45	 	 	 	14	 	KGS	 	Parkside Apartments	 	138	 	Units	 	12,244.04	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/90_0%/3	 	 	 	 	 	 
	46	 	 	 	16	 	KGS	 	Midway Self Storage	 	43,300	 	sf	 	11,620.63	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/90_0%/3	 	 	 	 	 	 
	47	 	 	 	12	 	KGS	 	Maplewood MHC	 	145	 	Pads	 	11,331.55	 	Actual/360	 	0.07826%	 	No	 	Lockout/30_Defeasance/87_0%/3	 	 	 	 	 	 
	48	 	 	 	17	 	KGS	 	Acworth Self Storage	 	47,575	 	sf	 	11,350.39	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/90_0%/3	 	 	 	 	 	 
	49	 	 	 	15	 	KGS	 	Glen Cove Apartments	 	108	 	Units	 	10,760.89	 	Actual/360	 	0.01576%	 	No	 	Lockout/28_Defeasance/89_0%/3	 	 	 	 	 	 
	50	 	 	 	8	 	KGS	 	27810 Chagrin Boulevard	 	6,700	 	sf	 	10,252.89	 	Actual/360	 	0.01576%	 	No	 	Lockout/29_Defeasance/88_0%/3	 	 	 	 	 	 
	51	 	 	 	10	 	KGS	 	Elkhart MHC	 	75	 	Pads	 	7,674.65	 	Actual/360	 	0.07826%	 	No	 	Lockout/31_Defeasance/86_0%/3	 	 	 	 	 	 
	52	 	 	 	13	 	KGS	 	Jefferson MHC	 	100	 	Pads	 	6,805.57	 	Actual/360	 	0.01576%	 	No	 	Lockout/29_Defeasance/88_0%/3	 	 	 	 	 	 
	53	 	 	 	11	 	KGS	 	Suncoast MHC	 	89	 	Pads	 	5,553.50	 	Actual/360	 	0.07826%	 	No	 	Lockout/31_Defeasance/86_0%/3	 	 	 	 	 	 
	54	 	 	 	18	 	KGS	 	Buford Self Storage	 	36,750	 	sf	 	4,594.20	 	Actual/360	 	0.01576%	 	No	 	Lockout/27_Defeasance/90_0%/3	 	 	 	 	 	 


 






    	 



    	 




    

   


EXHIBIT Q


 


[RESERVED]


 



    	Q-1




    	 



    

 


EXHIBIT R


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report Date: Report will be delivered annually (after the occurrence
and during the continuance of a Control Termination Event) no later than [INSERT DATE].


Transaction: Citigroup Commercial Mortgage Trust 2016-GC37,
Commercial Mortgage Pass-Through Certificates, Series 2016-GC37


Operating Advisor: [                      ]


Special Servicer: [                      ]


Directing Holder: [                      ]


 


		I.	Population of Mortgage Loans that Were Considered
in Compiling This Report



 


[   ] Specially Serviced Loans
were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


(a)          [   ] of those
Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.


 


(b)          [   ] of such
Specially Serviced Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced Loans in
respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet be fully implemented.


 


		II.	Executive Summary



 


Based on the requirements and
qualifications set forth in the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche
Bank Trust Company Americas, as Trustee, as well as the items listed below, the Operating Advisor has undertaken a limited review
of the Special Servicer’s operational activities to service certain Specially Serviced Loans in accordance with the Servicing
Standard in accordance with the Operating Advisor’s requirements outlined in the Pooling and Servicing Agreement. Based on
such review, the Operating Advisor [believes, does not believe] there are material deviations [(i)] from the Servicing Standard
[and/or (ii)] from the Special Servicer’s


 


 



 


1
  This report is an indicative report and does not reflect the
final form of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter
the organization and content of any particular report, subject to compliance with the terms of the Pooling and Servicing Agreement,
including, without limitation, provisions relating to Privileged Information.


 



    	R-1



    	 



    

 


obligations under the Pooling and Servicing Agreement with respect to the resolution
and/or liquidation of Specially Serviced Loans. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY
ADDITIONAL MATERIAL INFORMATION].


 


In connection with the assessment
set forth in this report, the Operating Advisor:


 


Reviewed any assessment of compliance
and/or attestation report delivered to the Operating Advisor pursuant to the Pooling and Servicing Agreement with respect to the
Special Servicer, and the Asset Status Reports, net present value calculations and Appraisal Reduction calculations and [LIST OTHER
REVIEWED INFORMATION] for the following [ ] Specially Serviced Loans: [LIST APPLICABLE MORTGAGE LOANS]


 


		III.	Specific Items of Review



 


1.            The Operating Advisor reviewed
the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 


2.            During the prior year,
the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to
the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations
and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special
Servicer [agreed with/did not agree with] the recommendations made by the Operating Advisor. Such recommendations generally included
the following: [LIST].


 


3.            Appraisal Reduction calculations
and net present value calculations:


 


(a)          The Operating
Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations
and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection
with any Appraisal Reduction or net present value calculations used in the Special Servicer’s determination of the course
of action to be taken in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the
Special Servicer.


 


(b)          The Operating
Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary
portions of the formula] required to be utilized for such calculation.


 


(c)          After consultation
with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.


 


4.            The following is a general
discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 



    	R-2



    	 



    

 


5.            In addition to the other
information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].


 


		IV.	Qualifications Related to the Work Product Undertaken
and Opinions Related to this Report



 


1.            In accordance with the
terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special Servicer’s
and the applicable Directing Holder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not
have authority to speak with the applicable Directing Holder directly pursuant to the Pooling and Servicing Agreement. As such,
the Operating Advisor generally relied upon its interaction with the Special Servicer in gathering the relevant information to
generate this report.


 


2.            The Special Servicer has
the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement.
The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 


3.            Confidentiality and other
contractual limitations limit the Operating Advisor’s ability to outline the details or substance of certain information
it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all
the relevant information that the Operating Advisor is given access to by the Special Servicer.


 


4.            The Operating Advisor is
not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors have questions
regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s
Website.


 


Terms used but not defined herein
have the meaning set forth in the Pooling and Servicing Agreement.


 


[                     ]





	 	 	 
	By:	 	 
	Name:	 
	Title:	 







 



    	R-3



    	 



    

 



EXHIBIT S


 


SUBSERVICING AGREEMENTS


 


	Mortgage Loan/Property Name	Sub-Servicer Name
	McCallum Courts and McCallum Glen	Berkadia Commercial Mortgage LLC
	Troy Place Apartments	Berkadia Commercial Mortgage LLC
	Franklin Center	Berkadia Commercial Mortgage LLC
	Arbors at Turnberry	Bellwether Enterprise Real Estate Capital, LLC
	Maplewood MHC	Bellwether Enterprise Real Estate Capital, LLC
	Elkhart MHC	Bellwether Enterprise Real Estate Capital, LLC
	Suncoast MHC	Bellwether Enterprise Real Estate Capital, LLC
	Cottonwood Square Shopping Center	NorthMarq Capital, LLC
	Amsdell Self Storage - Cincinnati Portfolio	RiverCore Servicing, LLC
	Lemoore Plaza	Holliday Fenoglio Fowler, L.P.
	Holiday Inn Express & Suites Wisconsin	Holliday Fenoglio Fowler, L.P.
	Holiday Inn Express & Suites Traverse City	Holliday Fenoglio Fowler, L.P.



 






    	S-1



    	 



    

 


EXHIBIT T


  


FORM OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION


 


Deutsche Bank Trust Company Americas, as Trustee 


1761 East St. Andrew Place 


Santa Ana, California, 92705-4934 


Attention: Trust Administration – CI1637


 


Citibank, N.A., 


          as Certificate
Administrator           


388 Greenwich Street, 14th Floor 


New York, New York 10013 


Attention:    Global
Transaction Services – CGCMT 2016-GC37


 


Midland Loan Services, a Division of PNC Bank, National Association 


10851 Mastin Street, Suite 700 


Overland Park, Kansas 66210 


Attention: Executive Vice President – Division Head 


 


		Re:	Citigroup Commercial Mortgage Trust 2016-GC37,






Commercial Mortgage
Pass-Through Certificates, Series 2016-GC37


 


Ladies and Gentlemen:


 


This letter is delivered pursuant
to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee, on behalf of the holders of Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates,
Series 2016-GC37 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used
and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review of the
operational practices of the Special Servicer [[with respect to the Serviced Loans other than any Serviced Outside Controlled Loan
Combination] [with respect to the [NAME OF SERVICED OUTSIDE CONTROLLED LOAN COMBINATION] Loan Combination]] conducted pursuant
to and in accordance with the Pooling and Servicing Agreement, it is our assessment that [________], in its current capacity as
Special Servicer [[with respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination] [with respect
to the [NAME OF SERVICED OUTSIDE CONTROLLED LOAN COMBINATION] Loan Combination]], is not [performing its duties under the Pooling


 






    	T-1



    	 



    

 


and
Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 






    	T-2



    	 



    

 


Based upon such assessment, we
further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such capacity.


 


 





	 	Very truly yours,
	 	 	 
	 	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated:


 






    	T-3



    	 



    




 


EXHIBIT U



ADDITIONAL FORM 10-D DISCLOSURE


 


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 10.04 of the Pooling and Servicing Agreement
to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act Reporting Party to which
such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, any information described in the corresponding
Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has 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 Pooling 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 Master Servicer and the Special Servicer shall
be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the
Prospectus. For this CGCMT 2016-GC37 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party
identified as such in the Prospectus.


 


	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

        Depositor

        Master Servicer (only with respect to Item
1121(a)(12) of Regulation AB as to Performing Serviced Loans)

        Special Servicer (only with respect to
Item 1121(a)(12) of Regulation AB as to Specially Serviced Loans)

Each Mortgage Loan Seller (only with respect to Item 1121(c)(2) of Regulation AB as to itself)

	
        Item 1B: Asset Representations Reviewer
and Investor Communication

         
	
        Asset Representations Reviewer (with respect
to Item 1121(d) of Regulation AB)

         

        Certificate Administrator (with respect
to Item 1121(e) of Regulation AB )




 






    	U-1



    	 



    

 


	Item on Form 10-D	Party Responsible 
	
        Item 2: Legal Proceedings

         

         

         

        per Item 1117 of Regulation AB

         
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master 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), (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	Item 3: Sale of Securities and Use of Proceeds	Depositor
	Item 4: Defaults Upon Senior Securities	Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders1	
        Certificate Administrator

        Trustee

	Item 6: Significant Obligors of Pool Assets	
        Master Servicer (excluding information
for which the Special Servicer is the “Party Responsible”)

        Special Servicer (as to REO Properties)

	Item 7: Change in Sponsor Interest in the Securities	Each Mortgage Loan Seller as to itself and its affiliates
	Item 8: Significant Enhancement Provider Information	Depositor
	Item 9: Other Information	
        Any party responsible for disclosure items
on Form 8-K to the extent of such items

         

        Certificate Administrator (with respect
to the balances of Distribution Accounts, the Interest Reserve Account, the Excess Interest Distribution Account, Excess Liquidation
Proceeds Reserve Account and the Exchangeable Distribution Account as of the related Distribution Date and the preceding Distribution
Date) 




 





 



 


1
No disclosure is required for so long as Item 5 of Form 10-D requires the inclusion of information related to mine safety disclosures.


 






    	U-2



    	 



    

 


	Item on Form 10-D	Party Responsible 
	 	Master
Servicer (with respect to the balances of the Collection Account and the Loan Combination Custodial Accounts as of the related
Distribution Date and the preceding Distribution Date)

         

        Special Servicer (with respect to the balance of
        each REO Account as of the related Distribution Date and the preceding Distribution Date)

	Item 10: Exhibits	
        Certificate Administrator

        Depositor



 






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EXHIBIT V



ADDITIONAL FORM 10-K DISCLOSURE


 


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 10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting
purposes, any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column
to the extent such party has 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 Pooling 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 Master Servicer and the Special Servicer shall be entitled
to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from
the Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of
the Certificate Administrator, the Trustee, the Master Servicer and the
Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus. For this CGCMT 2016-GC37 Pooling and Servicing Agreement, each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB other than a party identified as such in the Prospectus.


 


	Item on Form 10-K	Party Responsible 
	
        Item 1B: Unresolved Staff Comments

         
	Depositor
	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

        Depositor

	
        Additional Item:

         

        Disclosure per Item 1117 of Regulation AB

         
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer, in each case as to the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such 



 






    	V-1



    	 



    

 


	Item on Form 10-K	Party Responsible 
	 	litigation),
(iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage
Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such
Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	
        Additional Item:

        Disclosure per Item 1119 of Regulation AB

         
	
        (i) All parties to the Pooling and Servicing
Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a) affiliations with Significant Obligors identified
in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator,
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 Pooling and Servicing Agreement, the Trustee, the Certificate
Administrator, the Master 

        Servicer or a sub-servicer described in
1108(a)(3)), (ii) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110 originator with respect to such
Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained
by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts, (iii) the Depositor as to the enhancement or support
provider

	
        Additional Item:

        Disclosure per Item 1112(b) of Regulation AB

         
	
        Master Servicer (excluding information
for which the Special Servicer is the “Party Responsible”)

        Special Servicer (as to REO Properties)

        

	
        Additional Item:

        Disclosure per Items 1114(b)(2) and 1115(b) of Regulation
        AB

        
	Depositor


 






    	V-2



    	 



    

 


EXHIBIT W-1



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO [            ] AND VIA EMAIL TO [                                                   ] AND
VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**





 


Citibank, N.A., 


          as Certificate
Administrator           


388 Greenwich Street, 14th Floor 


New York, New York 10013 


Attention: Global Transaction Services – CGCMT 2016-GC37


 


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 Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as trustee, 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: [                    ].


 






    	W-1-1



    	 



    

 





	 	[NAME OF PARTY],
 as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	W-1-2



    	 



    



 


EXHIBIT W-2



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


Citibank, N.A.,


          as Certificate
Administrator           


388 Greenwich Street, 14th Floor 


New York, New York 10013 


Attention: Global Transaction Services – CGCMT 2016-GC37 


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required 


 


Ladies and Gentlemen:


 


In accordance with Section 10.04
of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as trustee, the undersigned, as [                    ], hereby notifies you that certain events have come to our attention that [will] [may] need
to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure: 


 


[With respect to the securitization accounts balance information:


 


	Account Name	
        Beginning Balance as of  

        MM/DD/YYYY 
	
        Ending Balance as of  

        MM/DD/YYYY 

	Collection Account	 	 
	Loan Combination Custodial Account(s)	 	 
	REO Account(s)	 	 


  


List of any Attachments hereto to be included
in the Additional Form [10-D][10-K][8-K] Disclosure:


 






    	W-2-1



    	 



    

 


Any inquiries related to this
notification should be directed to [               ], phone number: [               ]; email address: [               ].


 





	 	[NAME OF PARTY],
 as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	W-2-2



    	 



    

 



EXHIBIT W-3


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Global Transaction Services –CGCMT 2016-GC37


 


Ref: CGCMT 2016-GC37, Additional Debt Notice for From 10-D 


 


The following information is being furnished to you for inclusion on
Form 10-D pursuant to Section 10.04(c) of the Pooling and Servicing Agreement 


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	CGCMT
    2016-GC37	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$

         
	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	CGCMT
    2016-GC37	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$

         
	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	CGCMT
    2016-GC37	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$

         
	 	 	$	 	%	 	 	 	 	 	 
	 	          Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 






    	W-3-1



    	 



    

 


EXHIBIT X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATIONS


 


I, [identifying the certifying
individual], certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K, of Citigroup Commercial Mortgage Trust 2016-GC37 (the “Exchange
Act Periodic Reports”);



 


		2.	Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;



 


		4.	Based on my knowledge and the servicer compliance statement(s) required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the servicers have fulfilled their obligations
under the servicing agreement(s) in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications above, I have reasonably
relied on information provided to me by the following unaffiliated parties: [Master Servicer][Special Servicer][Certificate
Administrator][Trustee][Custodian][Operating Advisor][Outside Servicer][Outside Special Servicer]


 


Date:          _________________________ 



	 	 
	[Signature]

[Title]	 



 






    	X-1



    	 



    

 


EXHIBIT Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	Citigroup Commercial Mortgage Trust 2016-GC37 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-GC37 (the “Certificates”), issued pursuant to the
Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as special servicer, Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, Citibank, N.A., as certificate administrator (the “Certificate Administrator”),
and Deutsche Bank Trust Company Americas, as trustee.	



 


I, [identifying the certifying
individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Citigroup Commercial Mortgage Securities Inc. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


1.          I have reviewed the annual
report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D and Form 8-K required to be filed in respect of periods
covered by that annual report on Form 10-K, of the Trust (the “Exchange Act
Periodic Reports”);


 


2.          Based on my knowledge,
the distribution information in Exchange Act Periodic 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 that report on Form 10-K;


 


3.          Based on my knowledge,
all of the distribution, servicing and other information required to be provided by the Certificate
Administrator pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included
in such reports; 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 criteria for asset-backed securities required to be delivered by the Certificate
Administrator in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material
instances of noncompliance with the Relevant Servicing Criteria.


 






    	Y-1-1



    	 



    

 


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:	 	 
	 	[Name]	 
	 	 	 



 






    	Y-1-2



    	 



    

 


EXHIBIT Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37 (the “Trust”), Commercial Mortgage
                                         Pass-Through Certificates, Series 2016-GC37 (the “Certificates”),
                                         issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the
                                         “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage
                                         Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer
                                         (the “Master Servicer”), Midland Loan Services, a Division of PNC
                                         Bank, National Association, as special servicer (the “Special Servicer”),
                                         Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
                                         Citibank, N.A., as certificate administrator (the “Certificate Administrator”),
                                         and Deutsche Bank Trust Company Americas, as trustee	



 


I, [identify the certifying individual],
a [title] of [MASTER SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification in delivering the certification required by the Pooling
and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports relating
to the Trust delivered by the Master Servicer to the Certificate Administrator
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 Master 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 Master Servicer), the servicing information required to be provided in these servicing reports to the Certificate
Administrator by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing reports delivered
by the Master Servicer to the Certificate Administrator;



 


		(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed
by the Master Servicer under the Pooling and Servicing Agreement and based 



 






    	Y-2-1



    	 



    

 


upon my knowledge and the compliance review conducted
in preparing the servicer compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect
to the Master Servicer, and except as disclosed in such compliance statement delivered by the Master Servicer under Section 10.08
of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling 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 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.



 


Further, notwithstanding the
foregoing certifications, the Master 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 Master
Servicer entered into in connection with the issuance of the Certificates, 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 Master Servicer with respect to the information that is subject of such certification.


 


Date:          _________________________


 





	[                            ]	 
	 	 	 
	By:	 	 
	[Name]	 
	 	 	 


 






    	Y-2-2



    	 



    

 


EXHIBIT Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37 (the “Trust”), Commercial Mortgage
                                         Pass-Through Certificates, Series 2016-GC37 (the “Certificates”),
                                         issued pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the
                                         “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage
                                         Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer
                                         (the “Master Servicer”), Midland Loan Services, a Division of PNC
                                         Bank, National Association, as special servicer (the “Special Servicer”),
                                         Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
                                         Citibank, N.A., as certificate administrator (the “Certificate Administrator”),
                                         and Deutsche Bank Trust Company Americas, as trustee	



 


I, [identify the certifying individual],
a [title] of [SPECIAL SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification in delivering the certification required by the Pooling
and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.          Based on my knowledge,
the servicing information in the servicing reports or information relating to the Trust delivered by the Special Servicer to the
Master Servicer 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 by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the reports to be filed by the Certificate Administrator
is included in the servicing reports delivered by the Special Servicer to the Master Servicer;


 


3.          I am, or an employee under
my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement
and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required under Section
10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except as disclosed in such compliance statement
delivered by the Special Servicer under Section 10.08 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 






    	Y-3-1



    	 



    

 


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 10.09 and Section 10.10
of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


Date:          _________________________


 





	[                            ]	 
	 	 	 
	By:	 	 
	[Name]	 
	[Title]	 


 






    	Y-3-2



    	 



    




 


EXHIBIT Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37 (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-GC37 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master
                                         Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
                                         as special servicer (the “Special Servicer”), Park Bridge Lender Services
                                         LLC, as operating advisor (in such capacity, the “Operating Advisor”)
                                         and as asset representations reviewer, Citibank, N.A., as certificate administrator (the
                                         “Certificate Administrator”), and Deutsche Bank Trust Company
                                         Americas, as trustee



 


I, [identify the certifying individual],
a [title] of [OPERATING ADVISOR], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required
by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.          Based on my knowledge,
the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Operating Advisor 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 reports;


 


2.          Based on my knowledge,
the information required to be provided to the Certificate Administrator by
the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate
Administrator is included in the reports delivered by the Operating Advisor to the Certificate
Administrator;


 


3.          I am, or an officer under
my supervision is, responsible for reviewing the activities performed by the Operating Advisor under the Pooling and Servicing
Agreement and based upon my knowledge the Operating Advisor has, except as described in any information provided to the Certificate
Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under the Pooling 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


 






    	Y-4-1



    	 



    

 


 criteria for asset-backed
securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement
discloses all material instances of noncompliance with the Relevant 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:	 	 
	[Name]	 
	[Title]	 


 






    	Y-4-2



    	 



    

 


EXHIBIT Y-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE CUSTODIAN


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37 (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-GC37 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master
                                         Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
                                         as special servicer (the “Special Servicer”), Park Bridge Lender Services
                                         LLC, as operating advisor (in such capacity, the “Operating Advisor”)
                                         and as asset representations reviewer, Citibank, N.A., as certificate administrator (in
                                         such capacity, the “Certificate Administrator”), and Deutsche Bank
                                         Trust Company Americas, as trustee (the “Trustee”) and as custodian
                                         (in such capacity, the “Custodian”)	



 


I, [identify the certifying individual],
a [title] of [CUSTODIAN], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required
by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.          Based on my knowledge,
the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Custodian 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 reports;


 


2.          Based on my knowledge,
the information required to be provided to the Certificate Administrator by
the Custodian under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate
Administrator is included in the reports delivered by the Custodian to the Certificate
Administrator;


 


3.          I am, or an officer under
my supervision is, responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement
and based upon my knowledge the Custodian has, except as described in any information provided to the Certificate Administrator
by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects in the year to which such review applies; and


 






    	Y-5-1



    	 



    

 


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 10.09 and Section 10.10
of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant 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:	 	 
	[Name]	 
	[Title]	 


 






    	Y-5-2



    	 



    

 


EXHIBIT Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37 (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-GC37 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master
                                         Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
                                         as special servicer (the “Special Servicer”), Park Bridge Lender Services
                                         LLC, as operating advisor (in such capacity, the “Operating Advisor”)
                                         and as asset representations reviewer, Citibank, N.A., as certificate administrator (the
                                         “Certificate Administrator”), and Deutsche Bank Trust Company Americas,
                                         as trustee (the “Trustee”)	



 


I, [identify the certifying individual],
a [title] of [TRUSTEE], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification required
by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition
shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.          Based on my knowledge,
the information required by the Pooling and Servicing Agreement to be provided to the Certificate
Administrator by the Trustee 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 reports;


 


2.          Based on my knowledge,
the information required to be provided to the Certificate Administrator by
the Trustee under the Pooling and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate
Administrator is included in the reports delivered by the Trustee to the Certificate
Administrator;


 


3.          I am, or an officer under
my supervision is, responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement
and based upon my knowledge the Trustee has, except as described in any information provided to the Certificate Administrator by
the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling 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 


 






    	Y-6-1



    	 



    

 


criteria for asset-backed
securities required to be delivered in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement
discloses all material instances of noncompliance with the Relevant 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:	 	 
	[Name]	 
	[Title]	 





 






    	Y-6-2



    	 



    

 


EXHIBIT Y-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE ASSET REPRESENTATIONS REVIEWER


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC37 (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2016-GC37 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master
                                         Servicer”), Midland Loan Services, a Division of PNC Bank, National Association,
                                         as special servicer (the “Special Servicer”), Park Bridge Lender Services
                                         LLC, as operating advisor and as asset representations reviewer (in such capacity, the
                                         “Asset Representations Reviewer”), Citibank, N.A., as certificate
                                         administrator (the “Certificate Administrator”), and Deutsche Bank
                                         Trust Company Americas, as trustee (the “Trustee”)	



 


I, [identify the certifying individual],
a [title] of [ASSET REPRESENTATIONS REVIEWER], certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.          Based on my knowledge,
with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be
submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as
applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period
and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information provided by the Asset
Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”) have been
submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in the Reports;


 


2.          Based on my knowledge,
the Asset Representations Reviewer Periodic Information contained in the Reports, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          I am, or an officer under
my supervision is, responsible for reviewing the activities performed by the Asset Representations Reviewer under the Pooling and
Servicing


 






    	Y-7-1



    	 



    

 


Agreement
and based upon my knowledge the Asset Representations Reviewer has, except as described in any information provided to the Certificate
Administrator by the Asset Representations Reviewer covering the fiscal year 20[__], fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects in the year to which such review applies; and


 


[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:	 	 
	[Name]	 
	[Title]	 





 






    	Y-7-2



    	 



    

 


EXHIBT Y-8



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY A SUB-SERVICER 


 


		Re:	Citigroup Commercial Mortgage Trust 2016-GC37 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-GC37 (the “Certificates”), issued pursuant to the
Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master
Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”)
and as asset representations reviewer, Citibank, N.A., as certificate administrator (the “Certificate Administrator”),
and Deutsche Bank Trust Company Americas, as trustee







and



Sub-servicing agreement, dated as of [______], 2016 (the “Sub-Servicing Agreement”) between Wells Fargo Bank,
National Association and [SUB-SERVICER], as sub-servicer (the “Sub-Servicer”),

 


	



 


I, [identify the certifying individual],
a [title] of [SUB-SERVICER] , certify to Citigroup Commercial Mortgage Securities Inc. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification in delivering the certification required by the Pooling
and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports submitted
by the Sub-Servicer to the Master Servicer and/or the Certificate Administrator pursuant to the Sub-Servicing Agreement (the “Sub-Servicer
Reports”) for inclusion in the annual report on Form 10-K or any report on Form 10-D 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 Sub-Servicer), the servicing information in the Sub-Servicer Reports, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Sub-Servicer Reports;



 






    	Y-8-1



    	 



    

 


		(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 Sub-Servicer), the servicing information required to be provided in the Sub-Servicer Reports to the Master Servicer and/or
the Certificate Administrator by the Sub-Servicer under the Sub-Servicing Agreement
is included in the Sub-Servicer Reports delivered by the Sub-Servicer to the Master Servicer and/or the Certificate
Administrator;



 


		(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed
by the Sub-Servicer under the Sub-Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing
the servicer compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Sub-Servicer,
and except as disclosed in such compliance statement delivered by the Sub-Servicer under Section 10.08 of the Pooling and Servicing
Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-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 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.



 


In giving the certification above,
I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties: [name(s)
of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional Servicer or any other party retained
by the Master Servicer that is not a Mortgage Loan Seller Sub-Servicer or a Sub-Servicer appointed pursuant to [Section 3.01(c)]
of the Pooling and Servicing Agreement)]. Further, notwithstanding the foregoing certifications, neither I nor the Sub-Servicer
makes any certification under the foregoing clauses 1 through 5 that is in turn dependent upon information required to be provided
by the Special Servicer under the Pooling and Servicing Agreement or any other sub-servicer acting under any other sub-servicing
agreement that the Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by
any such other sub-servicer of its obligations pursuant to any such other sub-servicing agreement, in each case beyond the respective
backup certifications actually provided by such other sub-servicer to the Master Servicer with respect to the information that
is subject of such certification. Solely with respect to the completeness of information and reports, I do not certify anything
other than that all fields of information called for in written reports prepared by the Sub-Servicer have been properly completed
and that any fields that have been left blank on their face have been done so in accordance with the CREFC procedures for such
report.


 


Date:          _________________________


 


[                           ]


 






    	Y-8-2



    	 



    

 


	By:	 	 
	[Name]	 






 






    	Y-8-3



    	 



    




  


EXHIBIT Z



FORM 8-K DISCLOSURE INFORMATION


 


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 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party 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 Pooling 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 Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than
information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice
to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party identified as such in the Prospectus. For this CGCMT 2016-GC37 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus.


 


	Item on Form 8-K	Party Responsible 
	Item 1.01- Entry into a Material Definitive Agreement	
        Master Servicer, Special Servicer and the
Trustee (in the case of the Master Servicer, Special Servicer, 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 Pooling and Servicing Agreement) is a party) 

        Depositor 

	Item 1.02- Termination of a Material Definitive Agreement	
        Master Servicer, Special Servicer and the Trustee
        (in the case of the Master Servicer, Special Servicer 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 Pooling and Servicing Agreement)
is a party)





 






    	Z-1



    	 



    

 


	Item on Form 8-K	Party Responsible 
	 	Depositor
	Item 1.03- Bankruptcy or Receivership	Depositor

Each Mortgage Loan Seller as to itself

Each other party to the Pooling and Servicing Agreement (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	Depositor

Certificate Administrator
	Item 3.03- Material Modification to Rights of Security Holders	Certificate Administrator
	Item 5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Depositor
	Item 5.07: Submission of Matters to a Vote of Security Holders	
        Certificate Administrator 

        Trustee 

	Item 6.01- ABS Informational and Computational Material	Depositor
	Item 6.02- Change of Master Servicer, Special Servicer or Trustee	
        Master Servicer (as to itself or a servicer
retained by it) 

        Special Servicer (as to itself or a servicer
retained by it) 

        Trustee

Certificate Administrator

Depositor 

	Item 6.03- Change in Credit Enhancement or Other External Support	Depositor

Certificate Administrator
	Item 6.04- Failure to Make a Required Distribution	Certificate Administrator
	Item 6.05- Securities Act Updating Disclosure	Depositor
	Item 7.01- Regulation FD Disclosure	Depositor
	Item 8.01 – Other Events	Depositor
	Item 9.01 – Financial Statements and Exhibits	Depositor


 






    	Z-2



    	 



    

 


EXHIBIT AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER 


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY
THESE PRESENTS, that Deutsche Bank Trust Company Americas, a New York banking corporation, incorporated and existing under the
laws of the State of New York, having its usual place of business at 1761 East St. Andrew Place, Santa Ana, California, 92705,
as Trustee (the “Trustee”) for Citigroup Commercial Mortgage Trust 2016-GC37 pursuant to that Pooling and Servicing
Agreement, dated as of April 1, 2016 (the “Agreement”) between Citigroup Commercial Mortgage Securities Inc.,
as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer, Park Bridge Lender Services LLC, as operating advisor, Citibank, N.A., as certificate administrator,
and Deutsche Bank Trust Company Americas, as Trustee, hereby constitutes and appoints Wells Fargo Bank, National Association
(the “Servicer”), by and through the Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Servicer and all properties (“Properties”) administered by the Servicer pursuant
to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate to effectuate the enumerated transactions described in items (1) through (12) below with respect to the Mortgage
Loans and Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement. 


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing
any Mortgage Loan.



  


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either
instance, (i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the
provisions of the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution of requests to trustees to accomplish same.



 






    	AA-1-1



    	 



    

 


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as Property, or conveyance of title to any Property.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related promissory note.



  


		7.	The assignment of any Mortgage or deed of trust and the related promissory note and other loan documents, in connection with
the purchase or repurchase of the Mortgage Loan secured and evidenced thereby.



  


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or deed of trust or the related promissory
note, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed-in-lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:



  


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such deed of trust;



  


		b.	the preparation and issuance of statements of breach or non-performance;



  


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy cases affecting any
Mortgage or deed of trust or the related promissory note;



 






    	AA-1-2



    	 



    

 


		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 


		g.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions; and








 


		h.	the preparation and execution of such other documents and the performance of such other actions as may be necessary under the
terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	The sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution
of the following documentation:






		a.	listing agreements;






		b.	purchase and sale agreements;






		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;






		d.	escrow instructions; and






		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to any Mortgaged Property or reserves for replacement
of personal property.



 


		12.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, or otherwise,
documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
(including 



 






    	AA-1-3



    	 



    

 


agreements and requests by any borrower with respect to modifications of the standards of operation and management of
such Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of
any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.


  


The undersigned gives said Attorney-in-Fact full
power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry
into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of [EXECUTION DATE OF POA]. 


 


This appointment is to be construed and interpreted
as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it
give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Servicer has the
power to delegate its rights or obligations under the Agreement, the Servicer also has the power to delegate the authority given
to it by Deutsche Bank Trust Company Americas, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Servicer’s attorneys-in-fact shall have no greater authority than that held by the Servicer.


 


Nothing contained herein shall: (i) limit in any
manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded
the Trustee under the Agreement, or (iii) be construed to grant the Servicer the power to initiate or defend any suit, litigation
or proceeding in the name of Deutsche Bank Trust Company Americas except as specifically provided for herein. If the Servicer receives
any notice of suit, litigation or proceeding in the name of Deutsche Bank Trust Company Americas, then the Servicer shall promptly
forward a copy of same to the Trustee.


 


This limited power of attorney is not intended
to extend the powers granted to the Servicer under the Agreement or to allow the Servicer to take any action with respect to Mortgages,
Deeds of Trust or the related promissory notes not authorized by the Agreement.


 


The Servicer hereby agrees to indemnify and hold
the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason
or result of or in connection with the exercise by the Servicer, or its attorneys-in-fact, of the powers granted to it hereunder.
The foregoing indemnity


 






    	AA-1-4



    	 



    

 


shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


  


This Limited Power of Attorney is entered into
and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


  


Third parties without actual notice may rely upon
the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney
shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by
the undersigned.


  


IN WITNESS WHEREOF, Deutsche Bank Trust Company
Americas, as Trustee for Citigroup Commercial Mortgage Trust 2016-GC37 has caused its corporate seal to be hereto affixed and these
presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of
____________.


 





	 	Deutsche Bank Trust Company Americas, as Trustee for Citigroup Commercial Mortgage Trust 2016-GC37




	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	Witness:	 
	 	 
	 

        Witness:
	 
	 	 
	 

        Prepared by:
	 
	 	 
	Name:	 
	Title:	 



  


		Address:	Deutsche Bank Trust Company Americas



1761
East St. Andrew Place


Santa
Ana, California, 92705-4934


 






    	AA-1-5



    	 



    

 


A notary public or other officer completing
this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.


 


STATE OF CALIFORNIA 


COUNTY OF ORANGE


 


On _____________before me, ____________________________, a Notary Public,
personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that he/she/they executed that same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.


  


I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal. 


(SEAL)


 


	 	 
	 	Signature of Notary Public






 






    	AA-1-6



    	 



    

 



EXHIBIT AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 LIMITED POWER OF ATTORNEY 


 


KNOW ALL
MEN BY THESE PRESENTS, that Deutsche Bank Trust Company Americas, a New York banking corporation, incorporated and existing under
the laws of the State of New York, having its usual place of business at 1761 East St. Andrew Place, Santa Ana, California, 92705,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement, dated as of April 1, 2016 (the
“Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National
Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the
“Servicer”), Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Citibank,
N.A., as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee, relating to the Citigroup Commercial
Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37, hereby constitutes and appoints
the Servicer, by and through the Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s
name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”)
serviced by the Servicer and all properties (“REO Properties”) administered by the Servicer pursuant to the
Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
to effectuate the enumerated transactions described in items (1) through (12) below with respect to the Mortgage Loans and REO
Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if
such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have
the meanings set forth in the Agreement.


  


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or
other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit
standing as collateral securing any Mortgage Loan.






 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording
is solely for the purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto
or to correct title errors discovered after such title insurance was issued; provided that said modification or re-recording,
in either instance, (i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise
conforms to the provisions of the Agreement.






 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public
utility company or a government agency or unit with powers of eminent domain; this section shall include, without limitation, the
execution of partial satisfactions/releases, partial reconveyances or the execution of requests to trustees to accomplish same.






 






    	AA-2-1



    	 



    

 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the
property to be acquired as real estate owned, or conveyance of title to real estate owned.






 


		5.	The completion of loan
assumption agreements.






 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment
and discharge of all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.






 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection
with the repurchase of the mortgage loan secured and evidenced thereby.






 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured
thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.






 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes,
Mortgages or Deeds of Trust, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a
deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission
of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the
termination, cancellation or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard
insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:






 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;






 


		b.	the preparation and issuance of statements of breach or non-performance;






 


		c.	the preparation and filing of notices of default and/or notices of sale;






 


		d.	the cancellation/rescission of notices of default and/or notices of sale;






 


		e.	the taking of deed in lieu of foreclosure;






 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or Deeds of Trust;






 






    	AA-2-2



    	 



    

 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;






 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions; and






 


		i.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.






 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
including, without limitation, the execution of the following documentation:






		a.	listing agreements;






		b.	purchase and sale agreements;






		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;






		d.	escrow instructions; and






		e.	any and all documents necessary to effect the transfer of property.






 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property
or reserves for replacement of personal property.






 


		12.	The execution and delivery of the following:






 


		a.	any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document in the
related Mortgage File or the related Mortgaged Property and other related collateral;






 


		b.	any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and






 


		c.	any
and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers,
consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine financing to
be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance
policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents relating
to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties






 






    	AA-2-3



    	 



    

 


(including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and
privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements,
non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions,
equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties, instruments
relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.


 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of [EXECUTION DATE OF POA].


  


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


  


Solely to the extent that the Servicer
has the power to delegate its rights or obligations under the Agreement, the Servicer also has the power to delegate the authority
given to it by Deutsche Bank Trust Company Americas, as Trustee, under this Limited Power of Attorney, for purposes of performing
its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for
such purpose. The Servicer’s attorneys-in-fact shall have no greater authority than that held by the Servicer.


  


Nothing contained herein shall: (i) limit
in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections
afforded the Trustee under the Agreement, or (iii) be construed to grant the Servicer the power to initiate or defend any
suit, litigation or proceeding in the name of Deutsche Bank Trust Company Americas except as specifically provided for herein.
If the Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank Trust Company Americas, then
the Servicer shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended
to extend the powers granted to the Servicer under the Agreement or to allow the Servicer to take any action with respect to Mortgages,
Deeds of Trust or Mortgage Notes not authorized by the Agreement.





 


The Servicer hereby agrees to indemnify
and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by reason or result of or in connection with the exercise by the


 






    	AA-2-4



    	 



    

 


Servicer, or its attorneys-in-fact, of the powers granted to it
hereunder. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier
resignation or removal of the Trustee under the Agreement.





 


This Limited Power of Attorney is entered
into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.





 


Third parties without actual notice may
rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power
of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in
writing by the undersigned.


 


IN WITNESS WHEREOF, Deutsche Bank Trust
Company Americas, as Trustee for Citigroup Commercial Mortgage Trust 2016-GC37 has caused its corporate seal to be hereto affixed
and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________
day of ____________. 


	 	 	 
	 	Deutsche Bank Trust Company Americas, 
	 	as Trustee for Citigroup Commercial Mortgage Trust 2016-GC37
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


	Witness:	 
	 	 
	 	 
	Witness:	 
	 	 
	 	 
	Prepared by: 	 
	 	 
	Name: 	 
	Title:	 





	 	 
	Address:	Deutsche Bank Trust Company Americas
	 	1761 E. Saint Andrew Place
	 	Santa Ana, CA 92705







 






    	AA-2-5



    	 



    

 


A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.





 


STATE OF CALIFORNIA 


COUNTY OF ORANGE 


 


On _____________before me, ____________________________, a Notary
Public, personally appeared _____________________, who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed
that same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.


  


I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct.


 





	WITNESS my hand and official seal.	 	 
	(SEAL)	 	 
	 	 	 
	 	 	Signature of Notary Public







 






    	AA-2-6



    	 



    







 


EXHIBIT BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE


 


	Distribution

                                         Date 
	 	Balance 
	 	Distribution

                                         Date 
	 	Balance 

	5/10/2016	 	$42,462,000.00	 	2/10/2021	 	$42,462,000.00
	6/10/2016	 	$42,462,000.00	 	3/10/2021	 	$42,462,000.00
	7/10/2016	 	$42,462,000.00	 	4/10/2021	 	$42,461,004.85
	8/10/2016	 	$42,462,000.00	 	5/10/2021	 	$41,700,603.71
	9/10/2016	 	$42,462,000.00	 	6/10/2021	 	$41,002,610.46
	10/10/2016	 	$42,462,000.00	 	7/10/2021	 	$40,236,098.12
	11/10/2016	 	$42,462,000.00	 	8/10/2021	 	$39,531,763.44
	12/10/2016	 	$42,462,000.00	 	9/10/2021	 	$38,824,379.69
	1/10/2017	 	$42,462,000.00	 	10/10/2021	 	$38,048,740.32
	2/10/2017	 	$42,462,000.00	 	11/10/2021	 	$37,334,934.76
	3/10/2017	 	$42,462,000.00	 	12/10/2021	 	$36,553,053.76
	4/10/2017	 	$42,462,000.00	 	1/10/2022	 	$35,832,771.42
	5/10/2017	 	$42,462,000.00	 	2/10/2022	 	$35,109,370.79
	6/10/2017	 	$42,462,000.00	 	3/10/2022	 	$34,188,815.14
	7/10/2017	 	$42,462,000.00	 	4/10/2022	 	$33,458,292.28
	8/10/2017	 	$42,462,000.00	 	5/10/2022	 	$32,660,163.01
	9/10/2017	 	$42,462,000.00	 	6/10/2022	 	$31,923,020.25
	10/10/2017	 	$42,462,000.00	 	7/10/2022	 	$31,118,456.81
	11/10/2017	 	$42,462,000.00	 	8/10/2022	 	$30,374,637.46
	12/10/2017	 	$42,462,000.00	 	9/10/2022	 	$29,627,597.62
	1/10/2018	 	$42,462,000.00	 	10/10/2022	 	$28,813,414.79
	2/10/2018	 	$42,462,000.00	 	11/10/2022	 	$28,059,613.65
	3/10/2018	 	$42,462,000.00	 	12/10/2022	 	$27,238,859.21
	4/10/2018	 	$42,462,000.00	 	1/10/2023	 	$26,478,238.88
	5/10/2018	 	$42,462,000.00	 	2/10/2023	 	$25,714,325.12
	6/10/2018	 	$42,462,000.00	 	3/10/2023	 	$24,757,018.10
	7/10/2018	 	$42,462,000.00	 	4/10/2023	 	$23,985,646.66
	8/10/2018	 	$42,462,000.00	 	5/10/2023	 	$23,147,814.87
	9/10/2018	 	$42,462,000.00	 	6/10/2023	 	$22,369,473.79
	10/10/2018	 	$42,462,000.00	 	7/10/2023	 	$21,524,867.90
	11/10/2018	 	$42,462,000.00	 	8/10/2023	 	$20,739,497.50
	12/10/2018	 	$42,462,000.00	 	9/10/2023	 	$19,950,726.20
	1/10/2019	 	$42,462,000.00	 	10/10/2023	 	$19,095,982.72
	2/10/2019	 	$42,462,000.00	 	11/10/2023	 	$18,300,092.80
	3/10/2019	 	$42,462,000.00	 	12/10/2023	 	$17,438,430.43
	4/10/2019	 	$42,462,000.00	 	1/10/2024	 	$16,635,360.93
	5/10/2019	 	$42,462,000.00	 	2/10/2024	 	$15,828,813.68
	6/10/2019	 	$42,462,000.00	 	3/10/2024	 	$14,894,812.39
	7/10/2019	 	$42,462,000.00	 	4/10/2024	 	$14,080,724.36
	8/10/2019	 	$42,462,000.00	 	5/10/2024	 	$13,201,374.44
	9/10/2019	 	$42,462,000.00	 	6/10/2024	 	$12,379,951.00
	10/10/2019	 	$42,462,000.00	 	7/10/2024	 	$11,493,471.47
	11/10/2019	 	$42,462,000.00	 	8/10/2024	 	$10,664,649.81
	12/10/2019	 	$42,462,000.00	 	9/10/2024	 	$9,832,238.56
	1/10/2020	 	$42,462,000.00	 	10/10/2024	 	$8,935,079.49
	2/10/2020	 	$42,462,000.00	 	11/10/2024	 	$8,095,175.93
	3/10/2020	 	$42,462,000.00	 	12/10/2024	 	$7,190,734.75
	4/10/2020	 	$42,462,000.00	 	1/10/2025	 	$6,343,274.72
	5/10/2020	 	$42,462,000.00	 	2/10/2025	 	$5,492,144.17
	6/10/2020	 	$42,462,000.00	 	3/10/2025	 	$4,455,718.61
	7/10/2020	 	$42,462,000.00	 	4/10/2025	 	$3,596,408.07
	8/10/2020	 	$42,462,000.00	 	5/10/2025	 	$2,673,104.37
	9/10/2020	 	$42,462,000.00	 	6/10/2025	 	$1,806,071.14
	10/10/2020	 	$42,462,000.00	 	7/10/2025	 	$875,261.40
	11/10/2020	 	$42,462,000.00	 	8/10/2025	 	$439.33
	12/10/2020	 	$42,462,000.00	 	9/10/2025	 	$0.00
	1/10/2021	 	$42,462,000.00	 	and
    thereafter	 	 


 


    	BB-1



    	 



    

 


EXHIBIT CC-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:	Citigroup Commercial Mortgage Trust
                                         2016-GC37, 

                                         Commercial Mortgage Pass-Through Certificates, Series 2016-GC37



 


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 Pooling and Servicing Agreement, dated as of April 1,
2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Depositor, that:


 


1.            The Transferor
is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”), with
the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.            Neither the Transferor
nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any offer
to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action,
which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess
Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of the Excess Servicing Fee Right a violation of Section 5 of the


 




    	CC-1-1



    	 



    




 


Securities Act or any
state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities
Act or any state securities laws. 





	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	CC-1-2



    	 



    

  


EXHIBIT CC-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 


Commercial Mortgage Servicing 


MAC D1086-120 


550 South Tryon Street, 14th
Floor 


Charlotte, North Carolina
28202 


Attention: CGCMT 2016-GC37
Asset Manager


 


		Re:	Citigroup Commercial Mortgage Trust 2016-GC37,

Commercial Mortgage
Pass-Through Certificates, Series 2016-GC37





  


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee. All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you, as the Depositor and the Master Servicer, that:


 


1.            The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.            The Transferee
understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the
Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right
may not be resold or transferred unless it is (i) registered


 






    	CC-2-1



    	 



    

 


pursuant
to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred
in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from
the prospective transferor substantially in the form attached as Exhibit CC-1 to the Pooling 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 CC-2 to the Pooling 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 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.            Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any offer
to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which
(in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of
the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right
pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any manner set
forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.            The Transferee
has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.            The Transferee
is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited
investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which
all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 






    	CC-2-2



    	 



    

 


7.            The Transferee
agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives (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 Pooling and Servicing Agreement
except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced
to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	CC-2-3



    	 



    

 





EXHIBIT DD


 


FORM OF NOTICE AND CERTIFICATION REGARDING
DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 553-0300



 


Fitch Ratings,
Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635-0295


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Fax number: (646) 731-2395


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer (the “Master Servicer”)
under the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee.
	 	 	 
	 	Date:	____________,
20___






 


		Re:	Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series
2016-GC37 Mortgage Loan (the “Subject Mortgage Loan”) heretofore secured by real property known as ____________
[Include the following if there is pari passu or AB debt: as evidenced by that certain Promissory Note [A-1][A] in the amount of
$____________, which Promissory Note [A-1][A] is owned by the Trust, and Promissory Note [A-2][B] in the amount of $_____________,
which Promissory Note [A-2][B] is owned by ________________.



 


Capitalized terms used
but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE STATEMENTS SET
FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING


 






    	DD-1



    	 



    

 


AND
SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR
UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND SERVICING AGREEMENT AND THE SERVICING
STANDARD.


 


We hereby notify you
and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Subject
Mortgage Loan or the defeasance transaction:


 


1.                  
The Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked
below:**


 


____   a full defeasance
of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or


 


____   a partial
defeasance of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance of the
Subject Mortgage Loan ($____________).


 


2.                  
The defeasance was consummated on ____________, 20__.


 


3.                  
The defeasance was completed in all material respects in accordance with the conditions for
defeasance specified in the Loan Documents and in accordance with the Servicing Standard.


 


[Include the following if
there is pari passu or AB debt:


 


4.                  
In accordance with the Loan Documents, the defeasance occurred such that:


 


____ Promissory
Notes [A-1][A] and [A-2][B] were defeased simultaneously in their entirety; or


 


____ Promissory
Note [A-2][B] was paid off in full.]


 


5.                  
To the knowledge of the Master Servicer any other debt related to the Subject Mortgage Loan
(including mezzanine debt, senior secured debt, pari passu debt or subordinate secured debt was either paid off in full or defeased.
Such debt consists of the following: [Describe debt and holder of the debt and if it was paid off or defeased].


 


6.                  
The defeasance collateral consists only of one or more of the following: (i) direct debt obligations
of the U.S. Treasury, (ii) direct debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations
of the Federal Home Loan Mortgage Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation,
(v) consolidated debt obligations of the Federal Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s
(the “FDIC”) Temporary Liquidity Guarantee Program


 






    	DD-2



    	 



    

 


(“TLGP”).
Based upon a written report from an independent certified accountant, such defeasance collateral consists of securities that (i)
if they include a principal obligation, the principal due at maturity cannot vary or change, (ii) provide for interest at a fixed
rate and (iii) are not callable prior to their respective maturity dates. In addition, if the defeasance collateral contains any
TLGP securities, then:


 


		·	Such securities are eligible under TLGP;



 


		·	The master servicer (and the trustee, if it serves as the back-up advancing agent for the transaction)
has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities, and (ii) collect
for expenses incurred in making demand on the FDIC;



 


		·	If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the criteria
for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays in receipt
of the balloon payment;



 


		·	The TLGP securities mature before June 30, 2012; and



 


		·	The master servicer’s error and omissions insurance policy covers losses to the CMBS trust
caused by the master servicer’s failure to make timely demand on the FDIC’s guarantee.



 


7.                  
After the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) that: (i) is the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria),
(iii) is subject to restrictions in its organizational documents substantially similar to those contained in the organizational
documents of the original Mortgagor with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance
Obligor by the originator of the Subject Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received
confirmation from Standard & Poor’s that the organizational documents of such Defeasance Obligor conform with applicable
Standard & Poor’s criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case
of the original Mortgagor) real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing
Agreement (the “Pool”).


 


8.                  
If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan,
it does not (together with its affiliates) hold defeased loans aggregating more than $35 Million or more than five percent (5%)
of the aggregate certificate balance of the Certificates, as of the date of the most recent Certificate Administrator’s Distribution
Date Statement received by the Master Servicer (the “Current Report”), except to the extent the Defeasance Obligor
is of the type specified in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans that
it may hold.


 


9.                  
The defeasance documents require that the defeasance collateral be credited to an eligible
account (as defined in S&P’s criteria) that must be maintained as a securities account by a securities intermediary that
is at all times an Eligible Institution (as


 






    	DD-3



    	 



    

 


defined
in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 


10.               
The securities intermediary is obligated to pay from the proceeds of the defeasance collateral,
directly to the Master Servicer’s collection account, all scheduled payments on the Subject Mortgage Loan or, in a partial
defeasance, the portion of such scheduled payments attributed to the allocated loan amount for the real property defeased including
any defeasance premiums set forth in the loan documents (the “Scheduled Payments”).


 


11.              
The Master Servicer received written confirmation from an independent certified public accountant
stating that (i) revenues from the defeasance collateral (without taking into account any earnings on reinvestment of such revenues)
will be sufficient to timely pay each of the Monthly Payments including the payment in full of the Subject Mortgage Loan (or the
allocated portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its
Anticipated Repayment Date), (ii) except as otherwise disclosed in the written report from an independent certified public accountant,
[and disclosed below,] the revenues received in any month from the defeasance collateral will be applied to make Monthly Payments
within four (4) months after the date of receipt, (iii) the defeasance collateral is not callable prior to their respective maturity
dates, and (iv) interest income from the defeasance collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance
Obligor’s interest expense for the Subject Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such
year, other than in the year in which the Maturity Date or Anticipated Repayment Date will occur, when interest income will exceed
interest expense.


 


12.              
The Master Servicer received opinions of counsel that, subject to customary qualifications,
(i) the defeasance will not cause either Trust REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the agreements
executed by the Mortgagor and the Defeasance Obligor in connection with the defeasance are enforceable against them in accordance
with their terms, [and] (iii) the Trustee will have a perfected, first priority security interest in the defeasance collateral.


 


13.              
The agreements executed in connection with the defeasance (i) prohibit subordinate liens against
the defeasance collateral, (ii) provide for payment from sources other than the defeasance collateral of all fees and expenses
of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining
the existence of the Defeasance Obligor, (iii) permit release of surplus defeasance collateral and earnings on reinvestment to
the Defeasance Obligor only after the Subject Mortgage Loan has been paid in full, (iv) include representations and/or covenants
of the Mortgagor and/or securities intermediary substantially as set forth on Exhibit B hereto, (v) provide for survival of such
representations; and (vi) do not permit waiver of such representations and covenants.


 


14.              
At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not
one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal
to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage
Loans.


 






    	DD-4



    	 



    

 


15.               
Copies of all material agreements, instruments, organizational documents, opinions of counsel,
accountant’s report and other items delivered in connection with the defeasance will be provided to you upon request.


 


16.               
The individual executing this notice is an authorized officer or a servicing officer of the
Master Servicer.


 


IN WITNESS WHEREOF,
the Master Servicer has caused this notice to be executed as of the date captioned above.


 





	 	[MASTER SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 






    	DD-5



    	 



    




  


EXHIBIT A


 


Exceptions


 






    	DD-6



    	 



    




 


EXHIBIT B


 


Sample Perfected Security
Interest Representations


 


General:


 


1.                  
[The defeasance agreements] create a valid and continuing security interest (as defined in
the applicable UCC) in the [Collateral, Securities Account and Deposit Account] in favor of the [Secured Party], which security
interest is prior to all other [Liens], and is enforceable as such as against creditors of and purchasers from [Debtor].


 


Note that “Collateral”
means securities, permitted investments and other assets credited to securities accounts.


 


1.                  
The [Deposit Account] constitutes a “deposit account” within the meaning of the
applicable UCC.


 


2.                  
All of the [Collateral] has been and will have been credited to a [Securities Account]. The
securities intermediary for the [Securities Account] has agreed to treat all assets credited to the [Securities Account] as “financial
assets” within the meaning of the UCC.


 


Creation:


 


1.                  
The Defeasance Account Agreement provides that the Pledgee shall have “control”
(as defined in the applicable UCC).


 


2.                  
[Debtor] has received all consents and approvals required by the terms of the [Collateral]
to the transfer to the [Secured Party] of its interest and rights in the [Collateral] hereunder.


 


Perfection:


 


1.                  
[Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the
security interest granted in the [Collateral, Securities Account and Deposit Account] to the [Secured Party] hereunder.


 


2.                  
[Debtor] has delivered to[Secured Party] a fully executed agreement pursuant to which the
securities intermediary or the account bank has agreed to comply with all instructions originated by the [Secured Party] relating
to the [Securities Account] or directing disposition of the funds in the [Deposit Account] without further consent by the [Debtor].


 


3.                  
[Debtor] has taken all steps necessary to cause the securities intermediary to identify in
its records the [Secured Party] as the person having a security entitlement against the securities intermediary in the [Securities
Account].


 


4.                  
To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured
Party] to become the account holder of the [Deposit Account].


 






    	DD-7



    	 



    

 


Priority:


 


1.                  
Other than the security interest granted to the [Secured Party] pursuant to this Agreement,
[Debtor] has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the [Collateral, Securities
Account and Deposit Account]. [Debtor] has not authorized the filing of and is not aware of any financing statements against [Debtor]
that include a description of collateral covering the [Collateral, Securities Account and Deposit Account] other than any financing
statement relating to the security interest granted to the [Secured Party] hereunder or that has been terminated. Debtor is not
aware of any judgment or tax lien filings against [Debtor]. 


 


2.                  
The [Securities Account and Deposit Account] are not in the name of any person other than
the [Debtor] or the [Secured Party]. The [Debtor] has not consented to the securities intermediary of any [Securities Account]
or the account bank of any [Deposit Account] to comply with entitlement orders or instructions of any person other than the [Secured
Party].


 






    	DD-8



    	 



    

   


EXHIBIT EE


 


FORM OF NOTICE OF EXCHANGE OF EXCHANGEABLE
CERTIFICATES


 


[Date]


 


[Certificateholder Letterhead]


 


Citibank, N.A.,

              as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2016-GC37


  


Citibank, N.A., 


                as
Certificate Administrator 


388 Greenwich Street, 14th Floor 


New York, New York 10013 


Attention: Global Transaction Services – CGCMT 2016-GC37


  


		Re:	Citigroup Commercial Mortgage Trust 2016-GC37,


Commercial Mortgage Pass-Through Certificates, Series 2016-GC37



 


Ladies and Gentlemen:


 


Pursuant to the terms
of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee, and executed in connection with the above referenced transaction, we hereby (i) certify that as of the date above,
the undersigned is the beneficial owner of the Exchangeable Certificates described on the attached Schedule I, is duly authorized
to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned to any other Person
and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present and surrender
the Exchangeable Certificates specified on Schedule I attached hereto and all of our right, title and interest in and to such Exchangeable
Certificates, including all payments of interest thereon received after [_____________], in exchange for the corresponding Exchangeable
Certificates specified on Schedule I attached hereto. We propose an Exchange Date of [______].


 


We agree that upon such exchange, our interests
in the portions of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest in the portion of the
Exchangeable Certificate received in such exchange shall be increased.


 






    	EE-1



    	 



    

 


[[If Applicable] Our Depository participant
number is [________].]


 


Capitalized terms used in this notice but
not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.


 





Sincerely, 


 


[_____________] 


	 	 	 
	By:	 	 
		Name:

Title:	 



  


[Medallion Stamp Guarantee] 


 



    	EE-2



    	 



    




  


Schedule I 


 



    	EE-3



    	 



    




 


EXHIBIT FF-1





 


FORM OF NOTICE REGARDING OUTSIDE  


SERVICED MORTGAGE LOAN


 


[Date]




 


	
        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee – CGCMT 2016-GC36 

        Fax number (302) 636-4140 

        Email: cmbstrustee@wilmingtontrust.com
	
        Wells Fargo Bank, National Association 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045 

        Attention: Corporate Trust Administration Group –
CGCMT 2016 GC36 

        E-mail: cts.cmbs.bond.admin@wellsfargo.com 

        with a copy to trustadministratorgroup@wellsfargo.com

	 	 
	
        KeyBank National Association 

        11501 Outlook Street, Suite 300 

        Overland Park, Kansas 66211 

        Attention: Diane Haislip 

        Fax number: (877) 379-1625 

        E-mail: diane_c_haislip@keybank.com

         

        with a copy to: 

         

        Polsinelli PC 

        900 W. 48th Place, Suite 900 

        Kansas City, Missouri 64112 

        Attention: Kraig Kohring 

        Facsimile number: (816) 753-1536 

        E-mail: kkohring@polsinelli.com 

         

        Pentalpha Surveillance LLC 

        375 N. French Road, Suite 100 

        Amherst, New York, 14228 

        Attention: Attention: Don Simon, Chief Operating Officer

         

        with copies sent contemporaneously via e-mail to don.simon@pentalphasurveillance.com
and notices@pentalphasurveillance.com 

         

        with a copy to 

         

        Bass, Berry & Sims PLC 

        150 Third Avenue South 
	
        Wells Fargo Bank, National Association 

        Commercial Mortgage Servicing 

        MAC D1086 

        550 South Tryon Street 

        Charlotte, North Carolina 28202 

        Attention: CGCMT 015-GC36 Special Servicing - Daniel
Marthinsen 

        Fax number: (704) 715-0036

         

        with a copy 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) 383-3663 

         

        with a copy to 

         

        K&L Gates LLP 

        Hearst Tower 

        214 North Tryon Street 

        Charlotte, North Carolina 28202 

        Attention: Stacy G. Ackermann 

        Fax number: (704) 353-3190

         

         

         




 






    	FF-1-1



    	 



    

 


Nashville,
Tennessee 37201 

        Attention: Jay H. Knight 

        Email: jknight@bassberry.com


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-GC36, Commercial Mortgage Pass-Through Certificates, Series 2016-GC36



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “CGCMT-GC36 PSA”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, KeyBank National Association, as master servicer, Wells Fargo Bank, National
Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, Wells
Fargo Bank, National Association, as certificate administrator, and Wilmington Trust, National Association, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the CGCMT-GC36 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “GC37 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer
(the “GC37 Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special
servicer (the “GC37 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “GC37 Operating Advisor”) and as asset representations reviewer (in such capacity, the “GC37 Asset
Representations Reviewer”), Citibank, N.A., as Certificate Administrator (the “GC37 Certificate Administrator”),
and Deutsche Bank Trust Company Americas, as trustee (the “GC37 Trustee”), pursuant to which the Citigroup Commercial
Mortgage Trust 2016-GC37 (the “GC37 Trust”) was established and the Sheraton Denver Downtown Fee Companion Loan,
the Austin Block 21 Companion Loan, the 5 Penn Plaza Companion Loan evidenced by note A-2-II and the Park Place Companion Loan
evidenced by note A-2-1 were transferred to the GC37 Trust as of April 26, 2016 (the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.            Deutsche Bank
Trust Company Americas, as trustee under the GC37 PSA, is the holder of the Sheraton Denver Downtown Fee Companion Loan, the Austin
Block 21 Companion Loan, the 5 Penn Plaza Companion Loan evidenced by note A-2-II and the Park Place Companion Loan evidenced by
note A-2-1. You are directed to remit to Wells Fargo Bank, National Association, as master servicer under the GC37 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association,
as master servicer under the GC37 PSA, all reports, statements, documents, communications and other information that are to be
forwarded, delivered or otherwise made available to the Serviced Companion Loan Holder with respect to the Sheraton Denver Downtown
Fee Companion Loan, the Austin Block 21 Companion Loan, the 5 Penn Plaza Companion Loan evidenced by note A-2-II and the Park Place
Companion Loan evidenced by note A-2-1 under the CGCMT-GC36 PSA, and the respective Co-Lender Agreements with


 






    	FF-1-2



    	 



    

 


respect
to the Sheraton Denver Downtown Fee Loan Combination, the Austin Block 21 Loan Combination, the 5 Penn Plaza Loan Combination
and the Park Place Loan Combination. The wire instructions for Wells Fargo Bank, National Association, as GC37 Master Servicer,
are as follows:





 


Bank: Wells Fargo Bank, National Association 


 


Account Name: REAM as Trustee
for Various Investors – Incoming Wires 


ABA: 121000248 


Account #: 5077594011216 


Reference: Wells Fargo CMS
Loan Number __________________


 


2.The contact
information for the GC37 Trustee, the GC37 Certificate Administrator, the GC37 Master Servicer, the GC37 Special Servicer, the
GC37 Operating Advisor and the GC37 Asset Representations Reviewer with respect to the Sheraton Denver Downtown Fee Companion
Loan evidenced by note A-2, the Austin Block 21 Companion Loan evidenced by note A-2, the 5 Penn Plaza Companion Loan evidenced
by note A-2-II and the Park Place Companion Loan evidenced by note A-2-1 is as follows: 


 


	GC37 Trustee:	
        Deutsche Bank Trust Company Americas 

        1761 East St. Andrew Place 

        Santa Ana, California, 92705-4934 

        Attention: Trust Administration – CI1637 

        Fax number (714) 247-6022 

	GC37 Certificate Administrator:	
        Citibank, N.A. 

        388 Greenwich Street, 14th Floor 

        New York, New York 10013 

        Attention: Citibank Agency & Trust - CGCMT 2016-GC37 

        Fax number:
(212) 816-5527 

	GC37 Master Servicer:	
        Wells Fargo Bank, National Association 

        Commercial Mortgage Servicing 

        MAC D1086, 550 South Tryon Street 

        14th Floor, Charlotte, North Carolina 28202 

        Attention: CGCMT 2016-GC37 Asset Manager 

        Fax number: (704) 715-0036

         

        with a copy to

         

        Wells Fargo Bank, National Association 

        Legal Department 

        301 South College Street 

        TW-30, D1053-300 

        



 






    	FF-1-3



    	 



    

 


	 	 
	 	Charlotte, North Carolina 28202-6000 

        Attention: Commercial Mortgage Servicing Legal Support 

        Fax number: (704) 383-3663 

          

        with a copy to

        

        K&L Gates LLP 

        Hearst Tower 

        214 North Tryon Street 

        Charlotte, North Carolina 28202 

        Attention: Stacy G. Ackermann 

        Fax number: (704)
353-3190

	GC37 Special Servicer:	
        Midland Loan Services, a Division of PNC Bank, National
Association 

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Fax number: 1-888-706-3565 

          

        with a copy to 

         

        Stinson Leonard
Street LLP 

        1201 Walnut Street,
Suite 2900 

        Kansas City, Missouri
64106-2150 

        Attention: Kenda
K. Tomes 

        Fax number: (816)
412-9338 

	GC37 Operating Advisor and GC37 Asset Representations Reviewer:	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: CGCMT 2016-GC37 – Surveillance Manager

         

        with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com 




 


3.            The
GC37 Trust is subject to the reporting requirements of the Exchange Act. 


 


4.            Enclosed
herewith is a copy of an executed version of the GC37 PSA. 


 



    	FF-1-4



    	 



    




 





	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	FF-1-5



    	 



    

 


EXHIBIT FF-2 


 


FORM OF NOTICE REGARDING OUTSIDE  


SERVICED MORTGAGE LOAN 


 


[Date]




 


	
        Wilmington Trust, National Association 

        1100 North Market Street 

        Wilmington, Delaware 19890 

        Attention: CMBS Trustee CGCMT 2016-P3 

        Telecopy number: (302) 636-4140 

        Email: CMBSTrustee@wilmingtontrust.com
	
        Citibank, N.A. 

        388 Greenwich Street, 14th Floor 

        New York, New York 10013 

        Attention: Citibank Agency & Trust - CGCMT 2016-P3 

        Fax number: (212) 816-5527

	 	 
	
        Wells Fargo Bank, National Association 

        Commercial Mortgage Servicing 

        MAC D1086, 550 South Tryon Street 

        14th Floor, Charlotte, North Carolina 28202 

        Attention: CGCMT 2016-P3 Asset Manager 

        Fax number: (704) 715-0036

         

        with a copy 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) 383-3663 

         

        with a copy to 

        K&L Gates LLP 

        Hearst Tower 

        214 North Tryon Street 

        Charlotte, North Carolina 28202 

        Attention: Stacy G. Ackermann 

        Fax number: (704) 353-3190 
	
        C-III Asset Management LLC 

        5221 N. O’Connor Blvd. 

        Suite 600, Irving, Texas 75039 

        Attention: Lindsey Wright 

        Fax number: (972) 868-5490 

        Email: lwright@c3cp.com

         

        with a copy to 

         

        C-III Asset Management LLC 

        5221 N. O’Connor Blvd. 

        Suite 600, Irving, Texas 75039 

        Attention: Jenna Unell 

        Fax number: (972) 868-5490 

        Email: junell@c3cp.com

          

        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: CGCMT 2016-P3 – Surveillance Manager 

         

        with copies sent contemporaneously via email 

to cmbs.notices@parkbridgefinancial.com 



 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2016-P3, Commercial Mortgage Pass-Through Certificates, Series 2016-P3



 


Ladies and Gentlemen:


 






    	FF-2-1



    	 



    

 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “CGCMT 2016-P3 PSA”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management
LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Citibank,
N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the CGCMT 2016-P3 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “GC37 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer
(the “GC37 Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special
servicer (the “GC37 Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “GC37 Operating Advisor”) and as asset representations reviewer (in such capacity, the “GC37 Asset
Representations Reviewer”), Citibank, N.A., as Certificate Administrator (the “GC37 Certificate Administrator”),
and Deutsche Bank Trust Company Americas, as trustee (the “GC37 Trustee”), pursuant to which the Citigroup Commercial
Mortgage Trust 2016-GC37 (the “GC37 Trust”) was established and the 79 Madison Avenue Companion Loan was transferred
to the GC37 Trust as of April 26, 2016 (the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.            Deutsche
Bank Trust Company Americas, as trustee under the GC37 PSA, is the holder of the 79 Madison Avenue Companion Loan. You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the GC37 PSA, all amounts payable to, and to forward,
deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the
GC37 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise
made available to the Serviced Companion Holder with respect to the 79 Madison Avenue Companion Loan under the CGCMT 2016-P3 PSA
and the 79 Madison Avenue Co-Lender Agreement. The wire instructions for Wells Fargo Bank, National Association, as P3 Master
Servicer, are as follows: 


 


Bank: Wells Fargo Bank,
National Association


 


Account Name: REAM as Trustee
for Various Investors – Incoming Wires 


ABA: 121000248 


Account #: 5077594011216 


Reference: Wells Fargo CMS
Loan Number __________________


 


2.            The contact information
for the GC37 Trustee, the GC37 Certificate Administrator, the GC37 Master Servicer, the GC37 Special Servicer, the GC37 Operating
Advisor and the GC37 Asset Representations Reviewer with respect to the 79 Madison Avenue Companion Loan is as follows:


 



    	FF-2-2



    	 



    




 


	GC37 Trustee:	
        Deutsche Bank Trust Company Americas 

        1761 East St. Andrew Place 

        Santa Ana, California, 92705-4934 

        Attention: Trust Administration – CI1637 

        Fax number (714) 247-6022 

	GC37 Certificate Administrator:	
        Citibank, N.A. 

        388 Greenwich Street, 14th Floor 

        New York, New York 10013 

        Attention: Citibank Agency & Trust - CGCMT 2016-GC37 

        Fax number:
(212) 816-5527 

	GC37 Master Servicer:	
        Wells Fargo Bank, National Association 

        Commercial Mortgage Servicing 

        MAC D1086, 550 South Tryon Street 

        14th Floor, Charlotte, North Carolina 28202 

        Attention: CGCMT 2016-GC37 Asset Manager 

        Fax number: (704) 715-0036 

         

        with a copy 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) 383-3663

          

        with a copy to

         

        K&L Gates LLP 

        Hearst Tower 

        214 North Tryon Street 

        Charlotte, North Carolina 28202 

        Attention: Stacy G. Ackermann 

        Fax number: (704)
353-3190 

	GC37 Special Servicer:	
        Midland Loan Services, a Division of PNC Bank, National
Association 

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Fax number: 1-888-706-3565  

        



 






    	FF-2-3



    	 



    

 


	 	 with
a copy to 

         

        Stinson Leonard
Street LLP 

        1201 Walnut Street,
Suite 2900 

        Kansas City, Missouri
64106-2150 

        Attention: Kenda
K. Tomes 

        Fax number: (816)
412-9338 

	GC37 Operating Advisor and GC37 Asset Representations Reviewer:	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: CGCMT 2016-GC37 – Surveillance Manager

         

        with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com 






 


		3.	The GC37 Trust is subject to the reporting requirements of the Exchange Act.






 


		4.	Enclosed herewith is a copy of an executed version of the GC37 PSA.









	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	FF-2-4



    	 



    

 


EXHIBIT FF-3


  


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


 


[Date]

 


	
        Wilmington Trust, National Association 

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee DBJPM 2016-C1

        Telecopy number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com
	 	
        Wells Fargo Bank, National Association

Corporate Trust Services

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — DBJPM 2016-C1

         

	 	 	 
	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086, 550 South Tryon Street

        14th Floor, Charlotte, North Carolina 28202

        Attention: DBJPM 2016-C1 Asset Manager

         

        with a copy 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

         

        with a copy to

          

        K&L Gates LLP

        Hearst Tower

        214 North Tryon Street

        Charlotte, North Carolina 28202

        Attention: Stacy G. Ackermann 
	 	
        Wells Fargo Bank, National Association

Corporate Trust Services

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — DBJPM 2016-C1

         

         

         

        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Fax Number: (888) 706-3565


         

        

        with a copy to:

          

        Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes 



 


		Re:	DBJPM 2016-C1,
                                         Commercial Mortgage Pass-Through Certificates, Series 2016-C1



 


Ladies and Gentlemen:


 



    	FF-3-1



    	 



    




 


Reference is hereby made to
the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “DBJPM 2016-C1 PSA”), between Deutsche Mortgage
& Asset Receiving Corporation, as depositor (the “DBJPM 2016-C1 Depositor”), Wells Fargo Bank, National
Association, as master servicer (the “DBJPM 2016-C1 Servicer”) and as certificate administrator, Midland Loan
Services, a Division of PNC Bank, National Association, as special servicer (the “DBJPM 2016-C1 Special Servicer”),
Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and Wilmington Trust, National Association,
as trustee (the “DBJPM 2016-C1 Trustee”). Capitalized terms used but not defined herein shall have the meanings
given to them in the DBJPM 2016-C1 PSA.


 


The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “GC37 PSA”), between
Citigroup Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer (the “GC37
Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “GC37
Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “GC37 Operating
Advisor”) and as asset representations reviewer (in such capacity, the “GC37 Asset Representations Reviewer”),
Citibank, N.A., as Certificate Administrator (the “GC37 Certificate Administrator”), and Deutsche Bank Trust
Company Americas, as trustee (the “GC37 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust
2016-GC37 (the “GC37 Trust”) was established and the 600 Broadway Companion Loan evidenced by 600 Broadway Pari
Passu Note A-2-2 and 600 Broadway Pari Passu Note A-6 was transferred to the GC37 Trust as of April 26, 2016 (the “Closing
Date”).


 


The undersigned hereby notifies
you that, as of the Closing Date:


 


1.           Deutsche Bank Trust Company
Americas, as trustee under the GC37 PSA, is the holder of the 600 Broadway Companion Loan evidenced by 600 Broadway Pari Passu
Note A-2-2 and 600 Broadway Pari Passu Note A-6. You are directed to remit to Wells Fargo Bank, National Association, as master
servicer under the GC37 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to
Wells Fargo Bank, National Association, as master servicer under the GC37 PSA, all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Loan Noteholder
with respect to the 600 Broadway Companion Loan evidenced by 600 Broadway Pari Passu Note A-2-2 and 600 Broadway Pari Passu Note
A-6 under the DBJPM 2016-C1 PSA and the Intercreditor Agreement with respect to the 600 Broadway Whole Loan. The wire instructions
for Wells Fargo Bank, National Association, as DBJPM 2016-C1 Servicer, are as follows:


 


Bank: Wells Fargo Bank, National
Association


 


Account Name: REAM as Trustee for Various
Investors – Incoming Wires


ABA: 121000248


Account #: 5077594011216


Reference: Wells Fargo CMS Loan
Number __________________


 



    	FF-3-2



    	 



    




 


2.          The contact information
for the GC37 Trustee, the GC37 Certificate Administrator, the GC37 Master Servicer, the GC37 Special Servicer, the GC37 Operating
Advisor and the GC37 Asset Representations Reviewer with respect to the 79 Madison Avenue Companion Loan and the 600 Broadway Companion
Loan is as follows:


  


	GC37 Trustee:	
        Deutsche Bank Trust Company Americas

        1761 East St. Andrew Place

        Santa Ana, California, 92705-4934

        Attention: Trust Administration – CI1637

        Fax number (714) 247-6022

	GC37 Certificate Administrator:	
        Citibank, N.A.

        388 Greenwich Street, 14th Floor

        New York, New York 10013

        Attention: Citibank Agency & Trust - CGCMT 2016-GC37

        Fax number: (212) 816-5527 

	GC37 Master Servicer:	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086, 550 South Tryon Street

        14th Floor, Charlotte, North Carolina 28202

        Attention: CGCMT 2016-GC37 Asset Manager

        Fax number: (704) 715-0036

         

        with a copy 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) 383-3663

         

        with a copy to

        K&L Gates LLP

        Hearst Tower

        214 North Tryon Street

        Charlotte, North Carolina 28202

        Attention: Stacy G. Ackermann

        Fax number: (704) 353-3190

	GC37 Special Servicer:	
        Midland Loan Services, a Division of PNC Bank, National Association

        




 






    	FF-3-3



    	 



    

 


		

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Fax number: 1-888-706-3565

         

        with a copy to

         

        Stinson Leonard Street
LLP

        1201 Walnut Street, Suite
2900 

        Kansas City, Missouri 64106-2150 

        Attention: Kenda K. Tomes 

        Fax number: (816) 412-9338 

	GC37 Operating Advisor and GC37 Asset Representations Reviewer:	
        Park Bridge Lender Services LLC 

        600 Third Avenue, 40th Floor 

        New York, New York 10016 

        Attention: CGCMT 2016-GC37 – Surveillance Manager

         

        with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com



 


		3.	The GC37 Trust is subject to the reporting requirements of the Exchange Act.



 


		4.	Enclosed herewith is a copy of an executed version of the GC37 PSA.



 





		Very truly yours,
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 



    	FF-3-4



    	 



    




 


EXHIBIT GG


 


SPECIFIED SERVICED LOANS


 


		1.	Troy Place Apartments (Loan No.18)



 



    	GG-1



    	 



    




 


EXHIBIT HH


 


FORM OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


	 	Re:	Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37


 


Ladies and Gentlemen:


 


In accordance with Section
11.01 of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following Asset Review
Report.


 


		1.	We have performed an Asset Review on each Delinquent
Loan identified by the Certificate Administrator and our conclusion is that there is [no evidence of a failed Test][evidence of
[•] failed Tests as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.


 


		2.	A conclusion by the Asset Representations Reviewer of
a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence
or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage
Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


		3.	The Asset Representations Reviewer, other than forwarding
this report to the persons listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the Pooling and Servicing Agreement.






	 	 	 	 
		PARK BRIDGE LENDER SERVICES LLC, as
        Asset Representations Reviewer
	 	 	 	 
	 	By:  	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By: 	Park Bridge Financial LLC, a New
        York limited liability company, its sole member



 


	 	 	By:	  	 	 	 
	 	 	Name: 	 	 
	 	 	Title:	 	 	 





 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 



    	HH-1



    	 



    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


	 	 	 	 	 	 	 
	
        Test failures

	Loan #	Loan Name	Mortgage Loan Seller	R&W 

#	R&W Name	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 



 



    	HH-2



    	 



    




 


EXHIBIT II


 


FORM OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


  


	 	Re:	Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37


 


Ladies and Gentlemen:


 


In accordance with Section
11.01 of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following Asset Review
Report Summary.


 


	 	1.	We have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.


 


	 	2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.


 


	 	3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.


 


	 	4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.





	 	 	 	 
		PARK BRIDGE LENDER SERVICES LLC, as
Asset Representations Reviewer
	 	 	 	 
	 	By:  	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By: 	Park Bridge Financial LLC, a New York limited liability company, its sole member


 


	 	 	By:	  	 	 	 
	 	 	Name: 	 	 
	 	 	Title:		 	 





 


1 This report is an indicative report, and the Asset Representations
Reviewer will have the ability to modify or alter the organization and content of this report, subject to compliance with the terms
of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 



    	II-1



    	 



    




 


Exhibit A


 


Summary Scorecard

[Template Example Below]


	 	 	 	 	 
	
        Test failures

         

	Loan #	Loan Name	Mortgage Loan Seller	Representations

and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity


 






    	II-2



    	 



    

 


EXHIBIT JJ


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling and Servicing Agreement,
this Exhibit sets forth Asset Representations Reviewer’s review procedures for Asset Review of each Delinquent Loan. Capitalized
terms used herein and not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. In the
event of any conflict between this Exhibit JJ and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement
shall control and govern the Asset Representation Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call for Review and Collection and Inventory of
Review Materials


 


		Step 1	Asset Representations Reviewer (“ARR”)
receives the following items before beginning its review:



  


		§	Notice of Asset Review Trigger (with attachments)



 


		§	Notice of Asset Review Vote Election



 


		§	Asset Review Notice



 


		§	List of all Delinquent Loans



 


		§	Review Materials for each Delinquent Loan via Secure Data Room access, including, among other documents, the Diligence File



 


		§	Any Unsolicited Information (if applicable)



  


		Step 2	For each Delinquent Loan, ARR inventories all Review Materials
to which ARR is provided access in the Secure Data Room to determine what, if any, Review Materials for such Delinquent Loan are
missing, using the list of documents in the definition of “Mortgage File” of this Agreement, any comparable lists
included in the related Loan Purchase Agreement, and any closing checklist from the origination of such Delinquent Loan, to guide
its review and determination



 



    	JJ-1



    	 



    




 


		Step 3	If ARR determines that the Review Material made available
or delivered to it in the Secure Data Room with respect to any Delinquent Loan is missing any documents required to complete an
Asset Review of such Delinquent Loan, ARR shall prepare list of such missing documents and notifies the Master Servicer (with
respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) of such missing documents.
If any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable, the ARR shall request
such documents from the related Mortgage Loan Seller.



 


Analysis and Testing
of Representations and Warranties


 


		Step 4	For each Delinquent Loan for which ARR has received all
Review Materials required to complete an Asset Review of such Delinquent Loan, ARR tests such Delinquent Loan for compliance with
each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan as follows:



 


		§	ARR reviews each representation and warranty and each item included in the Review Materials applicable or related to such representation
or warranty to determine whether there is any evidence that such representation or warranty was not true when made by the related
Mortgage Loan Seller



 


		§	For each representation and warranty, ARR lists



 


		·	all items from the Review Materials reviewed or used in its testing of such representation and warranty



 


		·	whether ARR has determined that there is any evidence that such representation or warranty was not true when made by the related
Mortgage Loan Seller, and



 


		○	if so, stating the aspect of the applicable representation or warranty that does not appear to have been true when made by
the related Mortgage Loan Seller and ARR’s basis for its conclusion



 


		○	completing the Asset Review Report by setting forth, for each Delinquent Loan, the information contemplated herein with respect
to each representation and warranty



 


ARR will not attempt (and has no obligation) to determine the
materiality of any potential breach of a representation or warranty that it discovers evidence of during its review as contemplated
herein


 






    	JJ-2



    	 



    

 


EXHIBIT KK


 


CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING
ACCESS TO SECURE DATA ROOM


 


Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Global Transaction Services – CGCMT 2016-GC37


 


		Attention:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37,

                                         Commercial Mortgage Pass-Through Certificates, Series 2016-GC37	









 


In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Deutsche Bank Trust Company Americas, as Trustee, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


  


		1.	The undersigned is an authorized representative of [________________________].



  


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 


		4.	[The undersigned
not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]6



 





 






 


6 Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 



    	KK-1



    	 



    

 


BY ITS CERTIFICATION HEREOF, the undersigned has
made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 


		[_________________]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


	[Citigroup Commercial Mortgage Securities
Inc. as Depositor]6	 
	 	 	 
	By:  	 	 
	 	[Name]	 
	 	[Title]	 


 



    	KK-2



    	 



    





 


EXHIBIT LL


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE
LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	


        Wells Fargo Bank, National Association


        Commercial Mortgage Servicing


        MAC D1086-120


        550 South Tryon Street, 14th Floor


        Charlotte, North Carolina 28202


        Attention: CGCMT 2016-GC37 Asset Manager
	 	


        Midland Loan Services, a Division of PNC Bank, National Association


        10851 Mastin Street, Suite 700


        Overland Park, Kansas 66210


        Attention: Executive Vice President – Division Head

        
	 	 	 
	
        Park Bridge Lender Services LLC


        600 Third Avenue, 40th Floor


        New York, New York 10016


        Attention: CGCMT 2016-GC37
– Surveillance Manager

        (with a copy sent contemporaneously via


        email to cmbs.notices@parkbridgefinancial.com)

        	 	 



 

		Attention:	Citigroup
                                         Commercial Mortgage Trust 2016-GC37,

                                         Commercial Mortgage Pass-Through Certificates, Series 2016-GC37






 


In accordance with Section
11.01(a) of the Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


		5.	_____   An
additional Mortgage Loan has become a Delinquent Loan.



  


		6.	_____   A
Mortgage Loan has ceased to be a Delinquent Loan.



  


		7.	_____   An
Asset Review Trigger has ceased to exist.



(check all that
apply)


 


Capitalized terms used but
not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 



    	LL-1



    	 



    




 





		Citibank, N.A., as Certificate Administrator
for the Holders of the Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37
	 	 	 
	 	By:  	 
	 	 	[Name]
	 	 	[Title]





 



    	LL-2