Exhibit 4.3


 


 





EXECUTION
VERSION


 










CITIGROUP COMMERCIAL MORTGAGE SECURITIES
INC.,

Depositor,


 


MIDLAND LOAN SERVICES, A DIVISION OF PNC
BANK, NATIONAL ASSOCIATION,

Master Servicer,


 


Rialto
Capital Advisors, LLC,

Special Servicer,


 


Trimont
Real Estate Advisors, 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 November 1, 2016


 

 


 


Commercial Mortgage Pass-Through Certificates

Series 2016-C3


 




     


     


    

 


TABLE OF CONTENTS


 


Page


 





	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	3
	Section 1.02	Certain Calculations	130
	Section 1.03	Certain Constructions	135
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section 2.01	Conveyance of Mortgage Loans	135
	Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate
Administrator	141
	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	143
	Section 2.04	Representations and Warranties of the Depositor	159
	Section 2.05	Representations, Warranties and Covenants of the Master Servicer	161
	Section 2.06	Representations, Warranties and Covenants of the Special Servicer	163
	Section 2.07	Representations and Warranties of the Trustee	165
	Section 2.08	Representations and Warranties of the Certificate Administrator	166
	Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	168
	Section 2.10	Representations, Warranties and Covenants of the Asset Representations Reviewer	169
	Section 2.11	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	171
	Section 2.12	Miscellaneous REMIC and Grantor Trust Provisions	172
	 	 	 
	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	172
	Section 3.02	Liability of the Master Servicer	185
	Section 3.03	Collection of Certain Mortgage Loan Payments	186
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	188



 






    -i- 


     


    

 


Page


 


	Section 3.05	Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	190
	Section 3.05 A.	Loan Combination Custodial Account	195
	Section 3.06	Permitted Withdrawals From the Collection Account	197
	Section 3.06 A.	Permitted Withdrawals From the Loan Combination Custodial Account	204
	Section 3.07	Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	209
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	211
	Section 3.09	Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	215
	Section 3.10	Appraisal Reductions; Calculation and allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	222
	Section 3.11	Trustee and Custodian to Cooperate; Release of Mortgage Files	229
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	230
	Section 3.13	Compensating Interest Payments	238
	Section 3.14	Application of Penalty Charges and Modification Fees	239
	Section 3.15	Access to Certain Documentation	240
	Section 3.16	Title and Management of REO Properties	242
	Section 3.17	Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans	247
	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	255
	Section 3.19	Lock-Box Accounts, Escrow Accounts	256
	Section 3.20	Property Advances	256
	Section 3.21	Appointment of Special Servicer; Asset Status Reports	261
	Section 3.22	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	266
	Section 3.23	Interest Reserve Account	267
	Section 3.24	Modifications, Waivers, Amendments and Other Actions	268
	Section 3.25	Additional Obligations With Respect to Certain Mortgage Loans	273
	Section 3.26	Certain Matters Relating to the Outside Serviced Mortgage Loans	273
	Section 3.27	Additional Matters Regarding Advance Reimbursement	274
	Section 3.28	Serviced Companion Loan Intercreditor Matters	276
	Section 3.29	Appointment and Duties of the Operating Advisor	278
	Section 3.30	Rating Agency Confirmation	283
	Section 3.31	General Acknowledgement Regarding Companion Loan Holders	286
	Section 3.32	Delivery of Excluded Information to the Certificate Administrator	286
	Section 3.33	Litigation Control	287



 






    -ii- 


     


    

 


Page


 


	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	291
	Section 4.02	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	302
	Section 4.03	Compliance With Withholding Requirements	320
	Section 4.04	REMIC Compliance	320
	Section 4.05	Imposition of Tax on the Trust REMICs	323
	Section 4.06	Remittances; P&I Advances	324
	Section 4.07	Grantor Trust Reporting	329
	Section 4.08	Calculations	330
	Section 4.09	Secure Data Room	331
	 	 	 
	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 
	Section 5.01	The Certificates	332
	Section 5.02	Form and Registration	333
	Section 5.03	Registration of Transfer and Exchange of Certificates	336
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	343
	Section 5.05	Persons Deemed Owners	343
	Section 5.06	Appointment of Paying Agent	344
	Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	344
	Section 5.08	Actions of Certificateholders	345
	Section 5.09	Authenticating Agent	346
	Section 5.10	Appointment of Custodian	347
	Section 5.11	Maintenance of Office or Agency	347
	Section 5.12	Voting Procedures	348
	 	 	 
	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	349
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	350
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	350
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	352



 






    -iii- 


     


    

 


Page


 


	Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	354
	Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	355
	Section 6.07	Rating Agency Fees	356
	Section 6.08	Termination of the Special Servicer	356
	Section 6.09	The Directing Holder and the Controlling Class Representative	362
	 	 	 
	ARTICLE VII
	 	 	 
	DEFAULT
	 
	Section 7.01	Servicer Termination Events	370
	Section 7.02	Trustee to Act; Appointment of Successor	376
	Section 7.03	Notification to Certificateholders	378
	Section 7.04	Other Remedies of Trustee	378
	Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	378
	Section 7.06	Termination of the Operating Advisor	380
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	383
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	386
	Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	389
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	391
	Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	391
	Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	394
	Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	395
	Section 8.08	Successor Trustee or Successor Certificate Administrator	397
	Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	397
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	398
	Section 8.11	Access to Certain Information	399
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
	 
	Section 9.01	Termination; Optional Mortgage Loan Purchase	401



 






    -iv- 


     


    

 


Page


 


	ARTICLE X
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 10.01	Intent of the Parties; Reasonableness	405
	Section 10.02	Succession; Sub-Servicers; Subcontractors	406
	Section 10.03	Filing Obligations	408
	Section 10.04	Form 10-D Filings	410
	Section 10.05	Form 10-K Filings	413
	Section 10.06	Sarbanes-Oxley Certification	416
	Section 10.07	Form 8-K Filings	417
	Section 10.08	Annual Compliance Statements	420
	Section 10.09	Annual Reports on Assessment of Compliance With Servicing Criteria	421
	Section 10.10	Annual Independent Public Accountants’ Servicing Report	423
	Section 10.11	Significant Obligors	424
	Section 10.12	Indemnification	425
	Section 10.13	Amendments	428
	Section 10.14	Regulation AB Notices	428
	Section 10.15	Termination of the Certificate Administrator	429
	Section 10.16	Termination of the Master Servicer or the Special Servicer	429
	Section 10.17	Termination of Sub-Servicing Agreements	429
	Section 10.18	Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	430
	Section 10.19	Termination of Exchange Act Filings With Respect to the Trust	432
	 	 	 
	ARTICLE XI
	 	 	 
	ASSET REVIEW PROVISIONS
	 
	Section 11.01	Asset Review	432
	Section 11.02	Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability	439
	Section 11.03	Resignation of the Asset Representations Reviewer	440
	Section 11.04	Restrictions of the Asset Representations Reviewer	441
	Section 11.05	Termination of the Asset Representations Reviewer	441
	 	 	 
	ARTICLE XII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 12.01	Counterparts	444
	Section 12.02	Limitation on Rights of Certificateholders	444
	Section 12.03	Governing Law	445
	Section 12.04	Notices	445
	Section 12.05	Severability of Provisions	448



 






    -v- 


     


    

 


Page


 


	Section 12.06	Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	448
	Section 12.07	Amendment	450
	Section 12.08	Confirmation of Intent	453
	Section 12.09	Third-Party Beneficiaries	454
	Section 12.10	Request by Certificateholders or the Serviced Companion Loan Holder	454
	Section 12.11	Waiver of Jury Trial	454
	Section 12.12	Submission to Jurisdiction	455
	Section 12.13	Exchange Act Rule 17g-5 Procedures	455
	Section 12.14	Cooperation with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements	460
	Section 12.15	PNC Bank, National Association	461







 






    -vi- 


     


    

 


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 C Certificate
	Exhibit A-11	Form of Class X-D Certificate
	Exhibit A-12	Form of Class X-E Certificate
	Exhibit A-13	Form of Class X-F Certificate
	Exhibit A-14	Form of Class X-G Certificate
	Exhibit A-15	Form of Class D Certificate
	Exhibit A-16	Form of Class E Certificate
	Exhibit A-17	Form of Class F Certificate
	Exhibit A-18	Form of Class G Certificate
	Exhibit A-19	Form of Class R Certificate
	Exhibit A-20	Form of Class S 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



 






    -i- 


     


    

 


	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)
	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	Retained Defeasance Rights and Obligations Mortgage Loans
	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



 






    -ii- 


     


    

 


	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
	Exhibit DD	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit EE	[Reserved]
	Exhibit FF-1	Form of Notice Regarding Outside Serviced Mortgage Loan (Briarwood Mall)
	Exhibit FF-2	Form of Notice Regarding Outside Serviced Mortgage Loan (101 Hudson Street)
	Exhibit FF-3	Form of Notice Regarding Outside Serviced Mortgage Loan (101 Hudson Street) [TO BE SENT UPON RECEIPT OF NOTICE OF THE 101 HUDSON STREET CONTROLLING PARI PASSU COMPANION LOAN SECURITIZATION DATE]
	Exhibit FF-4	Form of Notice Regarding Outside Serviced Mortgage Loan (Potomac Mills)
	Exhibit FF-5	Form of Notice Regarding Outside Serviced Mortgage Loan (Hill7 Office)
	Exhibit FF-6	Form of Notice Regarding Outside Serviced Mortgage Loan (Quantum Park)
	Exhibit FF-7	Form of Notice Regarding Outside Serviced Mortgage Loan (College Boulevard Portfolio)
	Exhibit FF-8	Form of Notice Regarding Outside Serviced Mortgage Loan (Marriott Hilton Head Resort & Spa)
	Exhibit FF-9	Form of Notice Regarding Outside Serviced Mortgage Loan (Marriott Saddle Brook)
	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]










 




    -iii- 


     


    

 


Pooling and Servicing
Agreement, dated as of November 1, 2016, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor, Trimont Real Estate Advisors, 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 any Excess Interest Grantor Trust Assets and the proceeds
thereof) 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 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) 12
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
and Class LG 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 Excess Interest Grantor Trust Assets and the proceeds thereof 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 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, Class X-D, Class X-E, Class X-F and Class
X-G Certificates, notional amount (the “Original Notional Amount”), as applicable, for each Class of Certificates
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	1.456%	$31,197,000
	Class A-2	2.505%	$75,370,000
	Class A-3	2.896%	$180,000,000
	Class A-4	3.154%	$209,266,000
	Class A-AB	2.984%	$33,711,000
	Class X-A(1)	1.223%	$592,900,000
	Class X-B(1)	0.471%	$40,662,000
	Class A-S	3.366%	$63,356,000
	Class B	3.669%	$40,662,000
	Class C	4.140%	$30,259,000
	Class X-D(1)	1.140%	$39,716,000
	Class X-E(1)	1.325%	$17,021,000
	Class X-F(1)	1.325%	$7,565,000
	Class X-G(1)	1.325%	$28,369,189
	Class D	3.000%	$39,716,000
	Class E	2.815%	$17,021,000
	Class F	2.815%	$7,565,000
	Class G	2.815%	$28,369,189
	Class R(2)	N/A	N/A


 

 





		(1)	The Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and Class X-G 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, 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 “Corresponding
Component”) for each Class of Principal Balance Certificates. Each Class of


 






    -2-


     


    

 


Principal
Balance Certificates constitutes the “Corresponding Certificates” with respect to that Class’ 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	$31,197,000	Class A-1
	Class A-2	LA-2	$75,370,000	Class A-2
	Class A-3	LA-3	$180,000,000	Class A-3
	Class A-4	LA-4	$209,266,000	Class A-4
	Class A-AB	LA-AB	$33,711,000	Class A-AB
	Class A-S	LA-S	$63,356,000	Class A-S
	Class B	LB	$40,662,000	Class B
	Class C	LC	$30,259,000	N/A
	Class D	LD	$39,716,000	Class D
	Class E	LE	$17,021,000	Class E
	Class F	LF	$7,565,000	Class F
	Class G	LG	$28,369,189	Class G


 

 


		(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 Principal Balance Certificates are also the Corresponding Lower-Tier Regular Interest and Corresponding Component with respect
to each other.



 


GRANTOR TRUST


 


The portion of the Trust
Fund consisting of the 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 Excess Interest Certificates shall
represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Excess Interest Grantor Trust Assets.
As provided herein, the Certificate Administrator shall not take any actions that 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.


 


As of the Cut-Off Date,
the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $756,492,189.


 


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


 






    -3-


     


    

 


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


 


“101 Hudson
Street Co-Lender Agreement”: With respect to the 101 Hudson Street Loan Combination, the related agreement between note
holders, dated as of November 3, 2016, by and between the holder of the 101 Hudson Street Mortgage Loan and the 101 Hudson Street
Companion Loan Holders, relating to the relative rights of the holder of the 101 Hudson Street Mortgage Loan and the 101 Hudson
Street Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“101 Hudson
Street Companion Loans”: With respect to the 101 Hudson Street Loan Combination, the related promissory notes made by
the related Mortgagor, secured by the 101 Hudson Street Mortgage and designated as promissory notes A-1-1, A-1-2, A-2, A-3 and
A-4, respectively, which are not included in the Trust and are pari passu in right of payment with the 101 Hudson Street Mortgage
Loan to the extent set forth in the related Loan Documents and as provided in the 101 Hudson Street Co-Lender Agreement, as any
such promissory note may be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
modified from time to time. If any promissory note evidencing a 101 Hudson Street Companion Loan is split and replaced with 2 or
more replacement promissory notes, each such replacement promissory note will evidence a separate 101 Hudson Street Companion Loan.


 


“101 Hudson
Street Companion Loan Holder”: The holder of a 101 Hudson Street Companion Loan.


 


“101 Hudson
Street Future Pooling and Servicing Agreement”: With respect to the 101 Hudson Street Mortgage Loan or the 101 Hudson
Street Loan Combination, on and after the 101 Hudson Street Controlling Pari Passu Companion Loan Securitization Date, the pooling
and servicing agreement or other comparable agreement governing the creation of the Outside Securitization Trust that holds the
101 Hudson Street Controlling Pari Passu Companion Loan.


 


“101 Hudson
Street Loan Combination”: The 101 Hudson Street Mortgage Loan, together with the 101 Hudson Street Companion Loans, each
of which is secured by the 101 Hudson Street Mortgage. References herein to the 101 Hudson Street Loan Combination shall be construed
to refer to the aggregate indebtedness secured under the 101 Hudson Street Mortgage.


 


“101 Hudson
Street Controlling Pari Passu Companion Loan”: The 101 Hudson Street Companion Loan that is evidenced by the controlling
promissory note under the 101 Hudson Street Co-Lender Agreement.


 


“101 Hudson
Street Controlling Pari Passu Companion Loan Securitization Date”: With respect to the 101 Hudson Street Loan Combination,
the date on which the 101 Hudson Street Controlling Pari Passu Companion Loan is included in an Outside Securitization Trust.


 


“101 Hudson
Street Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “101
Hudson Street” and securing the 101 Hudson Street Mortgage Loan and the 101 Hudson Street Companion Loans.


 






    -4-


     


    

 


“101 Hudson
Street Mortgage Loan”: With respect to the 101 Hudson Street Loan Combination, the Mortgage Loan included in the Trust
that is (i) secured by the 101 Hudson Street Mortgage, (ii) evidenced by promissory note A-5 and (iii) pari passu in right
of payment with the 101 Hudson Street Companion Loans to the extent set forth in the related Loan Documents and as provided in
the 101 Hudson Street Co-Lender Agreement.


 


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


 


“80 Park Plaza
Co-Lender Agreement”: With respect to the 80 Park Plaza Loan Combination, the related amended and restated co-lender
agreement, dated as of October 26, 2016, by and between the holder of the 80 Park Plaza Mortgage Loan and the 80 Park Plaza Companion
Loan Holders, relating to the relative rights of the holder of the 80 Park Plaza Mortgage Loan and the 80 Park Plaza Companion
Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“80 Park Plaza
Companion Loans”: With respect to the 80 Park Plaza Loan Combination, the related promissory notes made by the related
Mortgagor, secured by the 80 Park Plaza Mortgage and designated as promissory notes A-3, A-4A and A-4B, respectively, which are
not included in the Trust and are pari passu in right of payment with the 80 Park Plaza Mortgage Loan to the extent set forth in
the related Loan Documents and as provided in the 80 Park Plaza Co-Lender Agreement, as any such promissory note may be amended,
restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from time to time. If any
promissory note evidencing a 80 Park Plaza Companion Loan is split and replaced with 2 or more replacement promissory notes, each
such replacement promissory note will evidence a separate 80 Park Plaza Companion Loan.


 


“80 Park Plaza
Companion Loan Holder”: The holder of a 80 Park Plaza Companion Loan.


 


“80 Park Plaza
Loan Combination”: The 80 Park Plaza Mortgage Loan, together with the 80 Park Plaza Companion Loans, each of which is
secured by the 80 Park Plaza Mortgage. References herein to the 80 Park Plaza Loan Combination shall be construed to refer to the
aggregate indebtedness secured under the 80 Park Plaza Mortgage.


 


“80 Park Plaza
Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “80 Park
Plaza” and securing the 80 Park Plaza Mortgage Loan and the 80 Park Plaza Companion Loans.


 


“80 Park Plaza
Mortgage Loan”: With respect to the 80 Park Plaza Loan Combination, the Mortgage Loan included in the Trust that is (i) secured
by the 80 Park Plaza Mortgage, (ii) evidenced by promissory notes A-1 and A-2 and (iii) pari passu in right of payment with the
80 Park Plaza Companion Loans to the extent set forth in the related Loan Documents and as provided in the 80 Park Plaza Co-Lender
Agreement.


 


“AB Loan Combination”:
A Loan Combination that includes a Subordinate Companion Loan. The only AB Loan Combination relating to the Trust as of the Closing
Date is the Potomac Mills Loan Combination.


 






    -5-


     


    

 


“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 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.


 






    -6-


     


    

 


“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.


 


“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, (v) any fees or expenses
that are expressly designated as an Additional Trust Fund Expense pursuant to any provision of this Agreement and (vi) 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.


 






    -7-


     


    

 


“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 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


 






    -8-


     


    

 


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) 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, if applicable, shall be exclusive of Excess Interest; 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.


 


“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


 






    -9-


     


    

 


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,
the Special 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 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,


 






    -10-


     


    

 


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 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


 






    -11-


     


    

 


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.


 


“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).


 






    -12-


     


    

 


“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.


 


“Asset Representations
Reviewer”: Trimont Real Estate Advisors, LLC, a Georgia 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 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.


 






    -13-


     


    

 


“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 related Serviced Companion Loan Holder(s)) 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.


 


“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


 






    -14-


     


    

 


interest in any related REO Property contemplated by clause (b) of this definition for the subject Distribution Date);


 


(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)           
Excess Interest on the ARD Mortgage Loan(s);


 


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


 


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


 


(viii)        
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 (in any event 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


 






    -15-


     


    

 


Distribution Date), commencing in 2017, the Withheld Amounts remitted to the Lower-Tier
REMIC Distribution Account pursuant to Section 3.23 of this Agreement.


 


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 the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates, a fraction (a) whose numerator
is the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates 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.


 


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


 


“BBPLC Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of November 1, 2016, by and between BBPLC 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.


 






    -16-


     


    

 


“Borrower Party”:
Either (i) a borrower under a Mortgage Loan or Loan Combination, a Mortgagor or a manager of a related 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.


 


“Borrower-Related
Party”: As defined in Section 3.33 of this Agreement.


 


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


 


“Briarwood Mall
Co-Lender Agreement”: With respect to the Briarwood Mall Loan Combination, the related agreement between noteholders,
dated as of August 15, 2016, by and between the holder of the Briarwood Mall Mortgage Loan and the Briarwood Mall Companion Loan
Holders, relating to the relative rights of the holder of the Briarwood Mall Mortgage Loan and the Briarwood Mall Companion Loan
Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“Briarwood Mall
Companion Loans”: With respect to the Briarwood Mall Loan Combination, the related promissory notes made by the related
Mortgagor, secured by the Briarwood Mall Mortgage and designated as promissory notes A-1 and A-3, respectively, which are not included
in the Trust and are pari passu in right of payment with the Briarwood Mall Mortgage Loan to the extent set forth in the related
Loan Documents and as provided in the Briarwood Mall Co-Lender Agreement, as any such promissory note may be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from time to time. If any promissory
note evidencing a Briarwood Mall Companion Loan is split and replaced with 2 or more replacement promissory notes, each such replacement
promissory note will evidence a separate Briarwood Mall Companion Loan.


 


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


 


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


 


“Briarwood Mall
Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “Briarwood
Mall” and securing the Briarwood Mall Mortgage Loan and the Briarwood Mall Companion Loans.


 


“Briarwood Mall
Mortgage Loan”: With respect to the Briarwood Mall Loan Combination, the Mortgage Loan included in the Trust that is
(i) secured by the Briarwood Mall Mortgage, (ii) evidenced by promissory note A-2 and (iii) pari passu in right of payment
with the Briarwood Mall Companion Loans to the extent set forth in the related Loan Documents and as provided in the Briarwood
Mall Co-Lender 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, Pennsylvania, Kansas, Georgia and California, the cities in which the


 






    -17-


     


    

 


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).


 


“CCRE”:
Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership, and its successors in interest.


 


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


 


“Certificate”:
Any 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 X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class S 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 outstanding at any time, (a) as of any date
of determination on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such
Class of Principal Balance Certificates, as specified in the Preliminary Statement hereto, and (b) as of any date of determination
after the first Distribution Date, an amount equal to the Certificate Balance of such Class of Principal Balance Certificates 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 second paragraph of


 






    -18-


     


    

 


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.


 


“Certificate
Factor”: With respect to any Class of Regular Certificates, 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 specifically
involving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan 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;


 


(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 Borrower Party 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


 






    -19-


     


    

 


Class
Holder solely with respect to giving consent and taking any action with respect to any related Excluded Controlling Class Mortgage
Loan); 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 (b) above).


 


For the avoidance of
doubt, nothing contained in this definition will preclude the Special Servicer from performing its duties and exercising its rights
in its capacity as Special Servicer under this Agreement other than with respect to an Excluded Special Servicer Mortgage Loan.


 


“Certificateholder
Quorum”: The holders of Certificates evidencing at least 50% 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 S and 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-P5
Pooling and Servicing Agreement”: The Pooling and Servicing Agreement, dated as of October 1, 2016, between Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, LNR Partners, LLC, as special servicer, Citibank, N.A., as certificate administrator, Deutsche Bank Trust Company Americas,
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-P5,
Commercial Mortgage Pass-Through Certificates, Series 2016-P5 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 November 1, 2016, by and between CGMRC and the
Depositor.


 






    -20-


     


    

 


“CGMRC Marriott
Hilton Head Resort & Spa Note”: With respect to the Marriott Hilton Head Resort & Spa Mortgage Loan, that certain
promissory note A-2B, dated October 25, 2016, in the original principal amount of $15,000,000, made by the related Mortgagor in
favor of CGMRC, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed,
split or otherwise modified.


 


“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 1.456%.


 


“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 2.505%.


 


“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.


 


“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 2.896%.


 


“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 3.154%.


 


“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.


 






    -21-


     


    

 


“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 2.984%.


 


“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.


 


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


 


“Class A-S
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.366% and (b) the
WAC Rate for such Distribution Date.


 


“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.


 


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


 


“Class B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.669% and (b) the
WAC Rate for such Distribution Date.


 


“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-10 hereto.


 


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


 


“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-15 hereto.


 


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


 


“Class D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.000%.


 


“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-16 hereto.


 


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


 






    -22-


     


    

 


“Class E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.815%.


 


“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-17 hereto.


 


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


 


“Class F
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.815%.


 


“Class F Transfer”:
As defined in Section 6.09(h) of this Agreement.


 


“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-18 hereto.


 


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


 


“Class G
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.815%.


 


“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-19 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Balance or Notional Amount.


 


“Class 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-20 hereto and evidencing an undivided beneficial interest in the Excess Interest Grantor
Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.


 


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


 


“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


 






    -23-


     


    

 


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-11 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.


 


“Class X-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-12 hereto.


 






    -24-


     


    

 


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


 


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


 


“Class X-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-13 hereto.


 


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


 


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


 


“Class X-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-14 hereto.


 


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


 


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


 


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


 


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


 






    -25-


     


    

 


“Closing Date”:
November 17, 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 Briarwood Mall Co-Lender Agreement, the 101 Hudson Street Co-Lender Agreement,
the 80 Park Plaza Co-Lender Agreement, the Hill7 Office Co-Lender Agreement, the Potomac Mills Co-Lender Agreement, the Quantum
Park Co-Lender Agreement, the College Boulevard Portfolio Co-Lender Agreement, the Mills Fleet Farm Co-Lender Agreement, the Marriott
Hilton Head Resort & Spa Co-Lender Agreement and the Marriott Saddle Brook 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 Special 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 and the Master Servicer shall be entitled to conclusively rely on
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
“Midland Loan Services, a Division of PNC 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-C3, Commercial
Mortgage Pass-Through Certificates, Series 2016-C3” and which must be an Eligible Account.


 


“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


 






    -26-


     


    

 


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.


 


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


 


“College Boulevard
Portfolio Companion Loan”: With respect to the College Boulevard Portfolio Loan Combination, the related promissory note
made by the related Mortgagor, secured by the College Boulevard Portfolio 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 College Boulevard Portfolio Mortgage Loan to the extent
set forth in the related Loan Documents and as provided in the College Boulevard Portfolio Co-Lender Agreement, as such promissory
note may be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from
time to time. If the promissory note evidencing the College Boulevard Portfolio Companion Loan is split and replaced with 2 or
more replacement promissory notes, each such replacement promissory note will evidence a separate College Boulevard Portfolio Companion
Loan.


 


“College Boulevard
Portfolio Companion Loan Holder”: The holder of the College Boulevard Portfolio Companion Loan.


 


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


 


“College Boulevard
Portfolio Mortgage”: The Mortgage (or, if applicable, collectively the Mortgages) encumbering the portfolio of Mortgaged
Properties identified on the Mortgage Loan Schedule as “College Boulevard Portfolio” and securing the College Boulevard
Portfolio Mortgage Loan and the College Boulevard Portfolio Companion Loan.


 


“College Boulevard
Portfolio Mortgage Loan”: With respect to the College Boulevard Portfolio Loan Combination, the Mortgage Loan included
in the Trust that is (i) secured by the College Boulevard Portfolio Mortgage, (ii) evidenced by promissory note A-2 and (iii)
pari passu in right of payment with the College Boulevard Portfolio Companion Loan to the extent set forth in the related Loan
Documents and as provided in the College Boulevard Portfolio Co-Lender Agreement.


 






    -27-


     


    

 


“Commission”:
The Securities and Exchange Commission.


 


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


 


“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 Briarwood Mall Companion Loans, the 101 Hudson Street Companion Loans, the 80 Park Plaza Companion
Loans, the Potomac Mills Companion Loans, the Hill7 Office Companion Loans, the Quantum Park Companion Loans, the College Boulevard
Portfolio Companion Loan, the Marriott Hilton Head Resort & Spa Companion Loans, the Mills Fleet Farm Companion Loans and the
Marriott Saddle Brook 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.


 


“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; with respect to the Class X-D Certificates, the Class D Component; with respect to the Class X-E Certificates,
the Class E Component; with respect to the Class X-F Certificates, the Class F Component; and with respect to the Class X-G Certificates,
the Class G Component.


 






    -28-


     


    

 


“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
Election Notice”: As defined in Section 2.03(g).


 


“Consultation
Requesting Certificateholder”: Any Certificateholder or Certificate Owner that timely delivers a Consultation Election
Notice.


 


“Consultation
Termination Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has a
Certificate Balance, without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to or greater
than 25% of the initial Certificate Balance of that Class of Certificates or (b) 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. With respect to Excluded Mortgage Loans,
a Consultation Termination Event shall be deemed to exist.


 






    -29-


     


    

 


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


 


“Control Termination
Event”: The event that either (i) occurs when none of the Classes of Control Eligible Certificates has a Certificate
Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount 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 Amount 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 F 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, Class A-S,
Class B, Class C and Class D Certificates has been reduced to zero without regard to the allocation of any Appraisal Reduction
Amount) (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 any Cumulative Appraisal Reduction Amount) 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 any Cumulative Appraisal Reduction Amount), 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 G 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 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


 






    -30-


     


    

 


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, the Special Servicer and the Operating Advisor). 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 Rialto CMBS X, LLC, and the Certificate Registrar and the other parties
to this Agreement shall be entitled to assume Rialto CMBS X, LLC 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 Rialto CMBS X, LLC 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 – CI16C3, (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-C3, 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-C3.


 


“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.


 


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


 


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


 






    -31-


     


    

 


“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 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


 






    -32-


     


    

 


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.


 


“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.


 






    -33-


     


    

 


“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® 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®


 






    -34-


     


    

 


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® 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


 






    -35-


     


    

 


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.


 


“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.


 






    -36-


     


    

 


“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 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


 






    -37-


     


    

 


Balances
of the Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates have been reduced to zero due to the application
of Realized Losses to those Certificates.


 


“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 and the Master Servicer 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, the Trustee nor the Certificate Administrator shall
calculate or verify any Cumulative Appraisal Reduction Amount.


 


“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 November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan
that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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.


 


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


 


“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


 






    -38-


     


    

 


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.


 


“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


 






    -39-


     


    

 


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.


 


“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;


 


(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;


 






    -40-


     


    

 


(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 eleventh day of each calendar month (or, if the eleventh day of that month is not a Business Day, the next
Business Day), commencing in December 2016.


 


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


 


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


 


(i)               
(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;


 






    -41-


     


    

 


(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;


 


(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;


 






    -42-


     


    

 


(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
and UCC-3 assignment financing statements 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), 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;


 


(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;


 






    -43-


     


    

 


(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;


 


(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


 






    -44-


     


    

 


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 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 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 compensation which is payable to the Special
Servicer under this Agreement and that is set forth in a report that is part of the CREFC® Investor Reporting Package (IRP)
for the applicable period, and (2) any Permitted Special Servicer/Affiliate Fees.


 






    -45-


     


    

 


“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 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 December 2016. The first Distribution
Date shall be December 16, 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


 






    -46-


     


    

 


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 12.13(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 December 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 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 (a) 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), and (b) rated at least “R-1 (middle)” by DBRS (or, if not rated by DBRS, an equivalent rating such
as that listed above by two other NRSROs (which may include S&P, Fitch and/or Moody’s)), in the case of accounts in which
funds are held for 30 days or less or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured
debt obligations of which are rated at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating such as that
listed above by two other NRSROs (which may include S&P, Fitch and/or Moody’s)), (ii) an account or accounts maintained
with PNC Bank, National Association or Citibank, N.A. so long as PNC Bank, National Association’s or Citibank, N.A.’s,
as applicable, long-term unsecured debt rating


 






    -47-


     


    

 


or
deposit account rating shall be at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating such as that
listed above by two other NRSROs (which may include S&P, Fitch and/or Moody’s)), “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
or Citibank, N.A.’s, as applicable, short-term deposit account or short-term unsecured debt rating shall be at least “R-1
(middle)” by DBRS (if rated by DBRS), “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) an account or accounts maintained with Wells Fargo Bank, National
Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating or deposit account rating
shall be (if the deposits are to be held in the account for more than 30 days) at least “A-” by Fitch and “A2”
by Moody’s and “A” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating (or higher)
by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation))
or Wells Fargo Bank, National Association’s short-term deposit account or short-term unsecured debt rating shall be (if
the deposits are to be held in the account for 30 days or less) at least “F1” by Fitch and “P-1”
by Moody’s and “R-1 (middle)” from DBRS (if then rated by DBRS, or if not rated by DBRS, an equivalent rating
(or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) or such other rating confirmed in a Rating
Agency Confirmation), (iv) 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, (v) 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) - (iv) 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 (vi) such other account or accounts not listed
in clauses (i) - (iv) 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 respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on


 






    -48-


     


    

 


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.


 


“Emergency Advance”:
Any Property Advance that, pursuant hereto, the Special Servicer is required to either (a) make (in its sole discretion in
accordance with the Servicing Standard) or (b) to request the Master Servicer to make, that must be made in an emergency situation
or on an urgent basis within two (2) Business Days of the Special Servicer becoming aware that it must be made in order to avoid
any material penalty, any material harm to a Mortgaged Property securing a Mortgage Loan or any other material adverse consequence
to the Trust Fund or any related Companion Loan Holder.


 


“Enforcing Party”:
In connection with any Repurchase Request, (i) in the event one or more Requesting Certificateholders or Consultation 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 Certificateholder(s) and/or Consultation Requesting Certificateholder(s), or (ii) in all other cases, the Enforcing
Servicer.


 


“Enforcing Servicer”:
The Special Servicer.


 


“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.


 






    -49-


     


    

 


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


 


“ERISA Restricted
Certificate”: Any Class E, Class F or Class G 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.


 


“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. The Class S Certificates shall be the only Class of Excess
Interest Certificates issued under this Agreement.


 


“Excess Interest
Distribution Account”: 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 the Excess Interest Certificates, 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 Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3 – 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 the Excess Interest Certificates. 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.


 






    -50-


     


    

 


“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.


 


“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
Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, 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 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


 






    -51-


     


    

 


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 Loan and any Collection Period, the sum of (A) the excess of (i) any
and all Penalty Charges collected in respect of such Serviced Loan 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 Loan 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.


 


“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 (i) the applicable fee rate, if any, set forth under the column labeled “Subservicing Fee Rate (%)”
on the Mortgage Loan Schedule, minus (ii) the applicable fee rate, if any, set forth under the column labeled “Outside Servicing
Fee Rate (%)” on the Mortgage Loan Schedule, minus (iii) 0.0025%; provided that such rate shall be subject to reduction
at any time following any resignation of the


 






    -52-


     


    

 


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.


 


“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. Promptly 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 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, any information and reports solely relating to such Excluded Controlling
Class Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties, including, without limitation,
any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection reports (related to Specially
Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer, as applicable), any Officer’s Certificates
delivered by the Master Servicer, the Special Servicer or the Trustee pursuant to Section 3.20(c) or Section 4.06(b)
supporting a non-recoverability determination, the Operating


 






    -53-


     


    

 


Advisor
Annual Reports, any determination of the Special Servicer’s 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 Excluded Controlling Class Mortgage Loan
that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer 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) 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
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 Information”: With respect to any Excluded Special Servicer Mortgage Loan, any information and reports solely
relating to such Excluded Special Servicer Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged Properties,
including, without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals, inspection
reports, any Officer’s Certificates delivered by the Master Servicer, the related Excluded Mortgage Loan Special Servicer
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 related Excluded Mortgage Loan Special
Servicer’s 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 Special Servicer Information
(other than such information with respect to such Excluded Special Servicer Mortgage Loan that is aggregated with information of
other Mortgage Loans at a pool level) by the Master Servicer, the related Excluded Mortgage Loan Special Servicer 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


 






    -54-


     


    

 


Excluded
Special Servicer Mortgage Loan) shall not be considered “Excluded Special Servicer Information”.


 


“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.


 


“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


 






    -55-


     


    

 


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 the Excess Interest Grantor Trust Assets, beneficial ownership of which is represented by the Excess
Interest Certificates.


 


“Grantor Trust
Certificates”: The Excess Interest Certificates.


 


“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.


 


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


 


“Hill7 Office
Co-Lender Agreement”: With respect to the Hill7 Office Loan Combination, the related co-lender agreement, dated as of
November 17, 2016, by and between the holder of the Hill7 Office Mortgage Loan and the Hill7 Office Companion Loan Holders, relating
to the relative rights of the holder of the Hill7 Office Mortgage Loan and the Hill7 Office Companion Loan Holders, as the same
may be amended from time to time in accordance with the terms thereof.


 


“Hill7 Office
Companion Loans”: With respect to the Hill7 Office Loan Combination, the related promissory notes made by the related
Mortgagor, secured by the Hill7 Office Mortgage and designated as promissory notes A-1 and A-3, respectively, which are not included
in the Trust and are pari passu in right of payment with the Hill7 Office Mortgage Loan to the extent set forth in the related
Loan Documents and as provided in the Hill7 Office Co-


 






    -56-


     


    

 


Lender
Agreement, as any such promissory note may be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed,
split or otherwise modified from time to time. If any promissory note evidencing a Hill7 Office Companion Loan is split and replaced
with 2 or more replacement promissory notes, each such replacement promissory note will evidence a separate Hill7 Office Companion
Loan.


 


“Hill7 Office
Companion Loan Holder”: The holder of a Hill7 Office Companion Loan.


 


“Hill7 Office
Controlling Pari Passu Companion Loan”: The Hill7 Office Companion Loan that is evidenced by the controlling promissory
note under the Hill7 Office Co-Lender Agreement.


 


“Hill7 Office
Controlling Pari Passu Companion Loan Securitization Date”: With respect to the Hill7 Office Loan Combination, the date
on which the Hill7 Office Controlling Pari Passu Companion Loan is included in an Outside Securitization Trust.


 


“Hill7 Office
Future Pooling and Servicing Agreement”: With respect to the Hill7 Office Mortgage Loan or the Hill7 Office Loan Combination,
on and after the Hill7 Office Controlling Pari Passu Companion Loan Securitization Date, the pooling and servicing agreement or
other comparable agreement governing the creation of the Outside Securitization Trust that holds the Hill7 Office Controlling Pari
Passu Companion Loan.


 


“Hill7 Office
Loan Combination”: The Hill7 Office Mortgage Loan, together with the Hill7 Office Companion Loans, each of which is secured
by the Hill7 Office Mortgage. References herein to the Hill7 Office Loan Combination shall be construed to refer to the aggregate
indebtedness secured under the Hill7 Office Mortgage.


 


“Hill7 Office
Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “Hill7 Office”
and securing the Hill7 Office Mortgage Loan and the Hill7 Office Companion Loans.


 


“Hill7 Office
Mortgage Loan”: With respect to the Hill7 Office Loan Combination, the Mortgage Loan included in the Trust that is (i) secured
by the Hill7 Office Mortgage, (ii) evidenced by promissory note A-2 and (iii) pari passu in right of payment with the Hill7 Office
Companion Loans to the extent set forth in the related Loan Documents and as provided in the Hill7 Office Co-Lender Agreement.


 


“Holder”:
With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier 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.


 






    -57-


     


    

 


“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 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., Barclays Capital Inc., Cantor Fitzgerald & Co. and Academy Securities, Inc.


 






    -58-


     


    

 


“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) of Regulation D 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) of Regulation D 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, an amount equal to
interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such Class 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 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 Regular Certificates, an amount equal to (A) the
sum of (i) the Interest Accrual Amount with respect to such Class for such Distribution Date and (ii) the Interest Shortfall,
if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated
to such Class on such Distribution Date pursuant to Section 4.01(j).


 






    -59-


     


    

 


“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 Trust 2016-C3, Commercial Mortgage Pass-Through Certificates,
Series 2016-C3, Interest Reserve Account” and which shall be an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, subject to increase as provided in the second paragraph
of Section 4.01(f) of this Agreement, the sum of (a) the portion of the Interest Distribution Amount for such Class
remaining unpaid as of the close of business on the preceding Distribution Date (if any), and (b) to the extent permitted
by applicable law, (i) in the case of a Class of Principal Balance Certificates, one month’s interest on that amount
remaining unpaid at the Pass-Through Rate applicable to such Class for the 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 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, Class X-D, Class X-E, Class X-F and Class X-G 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


 






    -60-


     


    

 


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 (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 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 (2) in the case of the Controlling Class Representative or any Controlling Class Certificateholder, 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, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, a Mortgage Loan Seller 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.


 






    -61-


     


    

 


“KBRA”:
Kroll Bond Rating Agency, Inc. or its successors in interest.


 


“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; (v) such Mortgage
Loan (or Serviced Loan Combination) is purchased by the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant
to the related intercreditor agreement, Co-Lender Agreement 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 or a Subordinate Companion Loan Holder pursuant to the related intercreditor agreement, Co-Lender Agreement or similar 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


 






    -62-


     


    

 


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 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) 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 or the related Co-Lender 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) 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 or the related Co-Lender 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.


 






    -63-


     


    

 


“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 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 Briarwood Mall Loan Combination,
the 101 Hudson Street Loan Combination, the 80 Park Plaza Loan Combination, the Marriott Hilton Head Resort & Spa Loan Combination,
the Quantum Park Loan Combination, the Hill7 Office Loan Combination, the Potomac Mills Loan Combination, the College Boulevard
Portfolio Loan Combination, the Mills Fleet Farm Loan Combination and the Marriott Saddle Brook 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 “Midland Loan Services, a Division of PNC 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-C3,
Commercial Mortgage Pass-Through Certificates, Series 2016-C3, and the related Serviced Companion Loan Holder, as their interests
may appear.”


 






    -64-


     


    

 


“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 Rialto Loan Purchase Agreement, the BBPLC Loan Purchase Agreement
or the CCRE Loan Purchase Agreement, as applicable.


 


“Loan-Related
Litigation”: As defined in Section 3.33 of this Agreement.


 


“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-


 






    -65-


     


    

 


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 Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3,
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 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 and Class LG Interests.


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other
than 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.


 






    -66-


     


    

 


“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, a modification with respect to the timing of payments and acceptance of discounted payoffs but excluding waiver
of 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 the termination of the Trust Fund) 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, unless such action is otherwise required pursuant to the specific terms of the related Serviced Loan and
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;


 


(g)           any approval of property management company changes or franchise changes, in each case to the extent the lender is required
to consent or approve under the related Loan Documents and with respect to property management company charges (i) the Serviced
Loan has a stated principal balance greater than $2,500,000, or (ii) where the successor property manager is affiliated with 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


 






    -67-


     


    

 


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)            any acceleration of a Serviced Loan following a default or an event of default with respect to a Serviced Loan, any initiation
of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect to the related Mortgagor or Mortgaged
Property;


 


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


 


(l)            any modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement, in each case
entered into with any mezzanine lender or Companion Loan Holder or subordinate debt holder related to a Serviced Loan, or an action
to enforce rights with respect thereto and in each case, in a manner that materially and adversely affects the Holders of the Control
Eligible Certificates; and


 


(m)          any determination of an Acceptable Insurance Default;


 


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 (m) 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.


 


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


 


“Marriott Hilton
Head Resort & Spa Co-Lender Agreement”: With respect to the Marriott Hilton Head Resort & Spa Loan Combination,
the related co-lender agreement, dated as of October 3, 2016 and updated as of November 1, 2016, by and between the holder of the
Marriott Hilton Head Resort & Spa Mortgage Loan and the Marriott Hilton Head Resort & Spa Companion Loan Holders, relating
to the relative rights of the holder of the Marriott Hilton Head Resort & Spa Mortgage Loan and the Marriott Hilton Head Resort
& Spa Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“Marriott Hilton
Head Resort & Spa Companion Loans”: With respect to the Marriott Hilton Head Resort & Spa Loan Combination, the
related promissory notes made by the related Mortgagor, secured by the Marriott Hilton Head Resort & Spa Mortgage and designated
as promissory notes A-1, A-2A, A-3A and A-3B, respectively, which are not included in the Trust and are pari passu in right of
payment with the Marriott Hilton Head Resort & Spa Mortgage Loan to the extent set forth in the related Loan Documents and
as provided in the Marriott Hilton Head Resort & Spa Co-Lender Agreement, as any such promissory note may be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or


 






    -68-


     


    

 


otherwise
modified from time to time. If any promissory note evidencing a Marriott Hilton Head Resort & Spa Companion Loan is split
and replaced with 2 or more replacement promissory notes, each such replacement promissory note will evidence a separate Marriott
Hilton Head Resort & Spa Companion Loan.


 


“Marriott Hilton
Head Resort & Spa Companion Loan Holder”: The holder of a Marriott Hilton Head Resort & Spa Companion Loan.


 


“Marriott Hilton
Head Resort & Spa Future Pooling and Servicing Agreement”: With respect to the Marriott Hilton Head Resort &
Spa Mortgage Loan or the Marriott Hilton Head Resort & Spa Loan Combination, on and after the Marriott Hilton Head Resort &
Spa Controlling Pari Passu Companion Loan Securitization Date, the pooling and servicing agreement or other comparable agreement
governing the creation of the Outside Securitization Trust that holds the Marriott Hilton Head Resort & Spa Controlling Pari
Passu Companion Loan.


 


“Marriott Hilton
Head Resort & Spa Controlling Pari Passu Companion Loan”: The Marriott Hilton Head Resort & Spa Companion Loan
that is evidenced by the controlling promissory note under the Marriott Hilton Head Resort & Spa Co-Lender Agreement.


 


“Marriott Hilton
Head Resort & Spa Controlling Pari Passu Companion Loan Securitization Date”: With respect to the Marriott Hilton
Head Resort & Spa Loan Combination, the date on which the Marriott Hilton Head Resort & Spa Controlling Pari Passu Companion
Loan is included in an Outside Securitization Trust.


 


“Marriott Hilton
Head Resort & Spa Loan Combination”: The Marriott Hilton Head Resort & Spa Mortgage Loan, together with the Marriott
Hilton Head Resort & Spa Companion Loans, each of which is secured by the Marriott Hilton Head Resort & Spa Mortgage. References
herein to the Marriott Hilton Head Resort & Spa Loan Combination shall be construed to refer to the aggregate indebtedness
secured under the Marriott Hilton Head Resort & Spa Mortgage.


 


“Marriott Hilton
Head Resort & Spa Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule
as “Marriott Hilton Head Resort & Spa” and securing the Marriott Hilton Head Resort & Spa Mortgage Loan and
the Marriott Hilton Head Resort & Spa Companion Loans.


 


“Marriott Hilton
Head Resort & Spa Mortgage Loan”: With respect to the Marriott Hilton Head Resort & Spa Loan Combination, the
Mortgage Loan included in the Trust that is (i) secured by the Marriott Hilton Head Resort & Spa Mortgage, (ii) evidenced
by promissory notes A-2B and A-4 and (iii) pari passu in right of payment with the Marriott Hilton Head Resort & Spa Companion
Loans to the extent set forth in the related Loan Documents and as provided in the Marriott Hilton Head Resort & Spa Co-Lender
Agreement.


 


“Marriott Saddle
Brook Co-Lender Agreement”: With respect to the Marriott Saddle Brook Loan Combination, the related amended and restated
co-lender agreement, dated as of November 17, 2016, by and between the holder of the Marriott Saddle Brook Mortgage Loan and the
Marriott Saddle Brook Companion
Loan Holder, relating to the relative rights of the holder of the Marriott Saddle Brook Mortgage Loan and the Marriott Saddle
Brook 


 






    -69-


     


    

 


Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.


 


“Marriott Saddle
Brook Companion Loans”: With respect to the Marriott Saddle Brook Loan Combination, the related promissory notes made
by the related Mortgagor, secured by the Marriott Saddle Brook Mortgage and designated as promissory notes A-1 and A-2-2, respectively,
which are not included in the Trust and are pari passu in right of payment with the Marriott Saddle Brook Mortgage Loan to the
extent set forth in the related Loan Documents and as provided in the Marriott Saddle Brook Co-Lender Agreement, as any such promissory
note may be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from
time to time. If any promissory note evidencing a Marriott Saddle Brook Companion Loan is split and replaced with 2 or more replacement
promissory notes, each such replacement promissory note will evidence a separate Marriott Saddle Brook Companion Loan.


 


“Marriott Saddle
Brook Companion Loan Holder”: The holder of a Marriott Saddle Brook Companion Loan.


 


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


 


“Marriott Saddle
Brook Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “Marriott
Saddle Brook” and securing the Marriott Saddle Brook Mortgage Loan and the Marriott Saddle Brook Companion Loans.


 


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


 


“Master Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its successor in interest,
or any successor Master Servicer appointed as herein provided.


 


“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.


 






    -70-


     


    

 


“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)


 


“Mills Fleet
Farm Co-Lender Agreement”: With respect to the Mills Fleet Farm Loan Combination, the related co-lender agreement, dated
as of November 17, 2016, by and between the holder of the Mills Fleet Farm Mortgage Loan and the Mills Fleet Farm Companion Loan
Holders, relating to the relative rights of the holder of the Mills Fleet Farm Mortgage Loan and the Mills Fleet Farm Companion
Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“Mills Fleet
Farm Companion Loans”: With respect to the Mills Fleet Farm Loan Combination, the related promissory notes made by the
related Mortgagor, secured by the Mills Fleet Farm Mortgage and designated as promissory notes A-1 and A-3, respectively, which
are not included in the Trust and are pari passu in right of payment with the Mills Fleet Farm Mortgage Loan to the extent set
forth in the related Loan Documents and as provided in the Mills Fleet Farm Co-Lender Agreement, as any such promissory note may
be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from time to
time. If any promissory note evidencing a Mills Fleet Farm Companion Loan is split and replaced with 2 or more replacement promissory
notes, each such replacement promissory note will evidence a separate Mills Fleet Farm Companion Loan.


 


“Mills Fleet
Farm Companion Loan Holder”: The holder of a Mills Fleet Farm Companion Loan.


 


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


 


“Mills Fleet
Farm Mortgage”: The Mortgage (or, if applicable, collectively the Mortgages) encumbering the portfolio of Mortgaged Properties
identified on the Mortgage Loan Schedule as “Mills Fleet Farm” and securing the Mills Fleet Farm Mortgage Loan and
the Mills Fleet Farm Companion Loans.


 


“Mills Fleet
Farm Mortgage Loan”: With respect to the Mills Fleet Farm Loan Combination, the Mortgage Loan included in the Trust that
is (i) secured by the Mills Fleet Farm Mortgage, (ii) evidenced by promissory note A-2 and (iii) pari passu in right of payment
with the


 






    -71-


     


    

 


Mills
Fleet Farm Companion Loans to the extent set forth in the related Loan Documents and as provided in the Mills Fleet Farm Co-Lender
Agreement.


 


“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 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


 






    -72-


     


    

 


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 Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3”
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, 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 Trust 2016-C3, Commercial Mortgage Pass-Through Certificates,
Series 2016-C3 [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; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed
in blank until the earliest of (A) the related Servicing Shift Controlling Pari Passu Companion Loan


 






    -73-


     


    

 


Securitization Date, (B) such
Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


(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 Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3 [and the holder of the related
Serviced Companion Loan, as their interests may appear]”; provided, however, that with respect to a Servicing Shift Mortgage
Loan, each such assignment shall be executed in blank until the earliest of (A) the related Servicing Shift Controlling Pari Passu
Companion Loan Securitization Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C)
180 days after the Closing Date;


 


(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;


 


(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;


 






    -74-


     


    

 


(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 Trust 2016-C3, Commercial Mortgage Pass-Through
Certificates, Series 2016-C3 [and the holder of the related Serviced Companion Loan, as their interests may appear]”; provided,
however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest
of (A) the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date, (B) such Servicing Shift Mortgage
Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


(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 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.


 






    -75-


     


    

 


“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); provided, that, notwithstanding anything to the contrary
in this Agreement, with respect to the Marriott Hilton Head Resort & Spa Mortgage Loan (which was jointly originated by CGMRC
and Rialto and consists of two separate notes contributed to the Trust by CGMRC and Rialto, respectively), the term “Mortgage
Loan” shall mean the entire such Marriott Hilton Head Resort & Spa Mortgage Loan, except that (i) for the purposes of
determining any rights or obligations of CGMRC with respect to such Mortgage Loan under this Agreement or the CGMRC Loan Purchase
Agreement, except as otherwise provided in Section 11.02(b), the term “Mortgage Loan” shall refer to the portion
of the Marriott Hilton Head Resort & Spa Mortgage Loan evidenced by the CGMRC Marriott Hilton Head Resort & Spa Note and
such promissory note shall be treated like a separate Mortgage Loan, and (ii) for the purposes of determining any rights or obligations
of Rialto with respect to such Mortgage Loan under this Agreement or the Rialto Loan Purchase Agreement, except as otherwise provided
in Section 11.02(b), the term “Mortgage Loan” shall refer to the portion of the Marriott Hilton Head Resort
& Spa Mortgage Loan evidenced by the Rialto Marriott Hilton Head Resort & Spa Note and such promissory note shall be treated
like a separate Mortgage Loan.


 


“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;


 


(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);


 






    -76-


     


    

 


(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, BBPLC and CCRE, 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 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.


 






    -77-


     


    

 


“MSBAM 2016-C30
Pooling and Servicing Agreement”: The Pooling and Servicing Agreement, dated as of September 1, 2016, between Morgan
Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special
servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Wells Fargo Bank, National
Association, as certificate administrator, and 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 Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30,
Commercial Mortgage Pass-Through Certificates, Series 2016-C30 were issued.


 


“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


 






    -78-


     


    

 


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 Mortgage 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


 






    -79-


     


    

 


a
Nonrecoverable Advance only when the Person making such determination in accordance with 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 (including any Emergency 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, the Special Servicer or the Trustee,
which Property Advance the advancing party (or, in the case of an Emergency Advance made by the Special Servicer pursuant to the
proviso to the penultimate sentence of Section 3.20(e), the reimbursing party) or, if different, 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
(including any Emergency 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, the Special 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 Principal Balance 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


 






    -80-


     


    

 


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.


 


“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, (c) with respect to the Class X-D Certificates,
the Class X-D Notional Amount, (d) with respect to the Class X-E Certificates, the Class X-E Notional Amount, (e) with respect
to the Class X-F Certificates, the Class X-F Notional Amount and (f) with respect to the Class X-G Certificates, the Class X-G
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 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.


 


“Offering Circular”:
The offering circular dated November 3, 2016 relating to the Private Certificates (other than the Class S Certificates).


 






    -81-


     


    

 


“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”:
Trimont Real Estate Advisors, LLC, a Georgia 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 $10,000
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 identifiable fee; provided, further that the Operating Advisor may in its sole discretion reduce
the Operating Advisor Consulting Fee with respect to any Major Decision; 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 on a non-binding basis 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 0.00235% 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.


 


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


 






    -82-


     


    

 


“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.


 


“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.


 


“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


 






    -83-


     


    

 


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. With respect to each Servicing Shift Loan Combination, the holder of any related
Servicing Shift Controlling Pari Passu Companion Loan (i) will be an Outside Controlling Note Holder prior to the related Servicing
Shift Controlling Pari Passu Companion Loan Securitization Date and (ii) will cease to be an Outside Controlling Note Holder on
and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date.


 


“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.


 






    -84-


     


    

 


“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 Briarwood Mall Co-Lender Agreement, the 101 Hudson Street Co-Lender
Agreement, the College Boulevard Portfolio Co-Lender Agreement and the Marriott Saddle Brook Co-Lender Agreement. With respect
to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, the related Co-Lender Agreement shall be
an Outside Serviced Co-Lender Agreement on and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization
Date.


 


“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 Briarwood Mall Companion Loans , the 101 Hudson Street Companion Loans,
the College Boulevard Portfolio Companion Loan and the Marriott Saddle Brook Companion Loans. With respect to each Servicing Shift
Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan shall be an Outside Serviced Companion
Loan on and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date.


 


“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 Briarwood Mall Loan
Combination, the 101 Hudson Street Loan Combination, the College Boulevard Portfolio Loan Combination and the Marriott Saddle Brook
Loan Combination. Each Servicing Shift Loan Combination shall be an Outside Serviced Loan Combination on and after the related
Servicing Shift Controlling Pari Passu Companion Loan Securitization Date.


 


“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.


 






    -85-


     


    

 


“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 Briarwood Mall Mortgage Loan, the 101 Hudson Street Mortgage Loan, the
College Boulevard Portfolio Mortgage Loan and the Marriott Saddle Brook Mortgage Loan. Each Servicing Shift Mortgage Loan shall
be an Outside Serviced Mortgage Loan on and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization
Date.


 


“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 MSBAM 2016-C30 Pooling and Servicing Agreement, pursuant to
which the Briarwood Mall Mortgage Loan (which is an Outside Serviced Mortgage Loan) is being serviced; (ii) the WFCM 2016-C36 Pooling
and Servicing Agreement, pursuant to which the 101 Hudson Street Mortgage Loan (which is an Outside Serviced Mortgage Loan) is
being serviced; (iii) the CGCMT 2016-P5 Pooling and Servicing Agreement, pursuant to which the College Boulevard Portfolio Mortgage
Loan (which is an Outside Serviced Mortgage Loan) is being serviced; and (iv) the SGCMS 2016-C5 Pooling and Servicing Agreement,
pursuant to which the Marriott Saddle Brook Mortgage Loan (which is an Outside Serviced Mortgage Loan) is being serviced. On and
after the 101 Hudson Street Controlling Pari Passu Companion Loan Securitization Date, the 101 Hudson Street Mortgage Loan will
be serviced under the 101 Hudson Street Future Pooling and Servicing Agreement and the 101 Hudson Street Future Pooling and Servicing
Agreement will be an Outside Servicing Agreement. With respect to each Servicing Shift Mortgage Loan and the related Servicing
Shift Loan Combination, on or after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date, the
related Servicing Shift Mortgage Loan Pooling and Servicing Agreement shall be an Outside Servicing Agreement.


 


“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


 






    -86-


     


    

 


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 Briarwood Mall Companion Loans , the 101 Hudson
Street Companion Loans, the 80 Park Plaza Companion Loans, the Hill7 Office Companion Loans, the Potomac Mills Pari Passi Companion
Loans, the Quantum Park Companion Loans, the College Boulevard Portfolio Companion Loan, the Mills Fleet Farm Companion Loans,
the Marriott Hilton Head Resort & Spa Companion Loans and the Marriott Saddle Brook 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.


 


“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 the Briarwood Mall Loan Combination, the  101 Hudson Street Loan Combination,
the 80 Park Plaza Loan Combination, the Hill7 Office Loan Combination, the Potomac Mills Loan Combination, the Quantum Park Loan
Combination, the College Boulevard Portfolio Loan Combination, the Mills Fleet Farm Loan Combination, the Marriott Hilton Head
Resort & Spa Loan Combination and the Marriott Saddle Brook Loan Combination.


 


“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 X-E Pass-Through Rate, the Class X-F Pass-Through
Rate, the Class X-G Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C
Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate and
the Class G Pass-Through Rate. The Class S and Class R Certificates do not have Pass-Through Rates.


 


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


 


“Penalty Charges”:
With respect to any Serviced Loan (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, any such amounts remitted by the related Outside Servicer to the Master Servicer).


 






    -87-


     


    

 


“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 S or 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. With respect to any Class S or 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 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


 






    -88-


     


    

 


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 DBRS 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
and “AAA” by DBRS (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 DBRS 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


 






    -89-


     


    

 


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 and “AAA” by DBRS (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 DBRS 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
and “AAA” by DBRS (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 DBRS; (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


 






    -90-


     


    

 


debt obligations of which are rated in the highest short-term debt rating category
by DBRS; (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 DBRS; 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 DBRS
and the long term debt obligations of which are rated at least “AAA” by DBRS (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;


 


(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 DBRS, Fitch and Moody’s in its highest money market fund ratings category (or, if not rated
by any such Rating Agency, otherwise acceptable to such Rating Agency, 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


 






    -91-


     


    

 


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 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, title agency fees, and appraisal review 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 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.


 


“Potomac Mills
Co-Lender Agreement”: With respect to the Potomac Mills Loan Combination, the related agreement between noteholders,
dated as of November 17, 2016, by and between the holder of the Potomac Mills Mortgage Loan and the Potomac Mills Companion Loan
Holders, relating to the relative rights of the holder of the Potomac Mills Mortgage Loan


 






    -92-


     


    

 


and
the Potomac Mills Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“Potomac Mills
Companion Loans”: The Potomac Mills Pari Passu Companion Loans and the Potomac Mills Subordinate Companion Loans.


 


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


 


“Potomac Mills
Controlling Pari Passu Companion Loan”: The Potomac Mills Pari Passu Companion Loan that is evidenced by promissory note
A-1.


 


“Potomac Mills
Controlling Pari Passu Companion Loan Securitization Date”: With respect to the Potomac Mills Loan Combination, the date
on which the Potomac Mills Controlling Pari Passu Companion Loan is included in an Outside Securitization Trust.


 


“Potomac Mills
Future Pooling and Servicing Agreement”: With respect to the Potomac Mills Mortgage Loan or the Potomac Mills Loan Combination,
on and after the Potomac Mills Controlling Pari Passu Companion Loan Securitization Date, the pooling and servicing agreement or
other comparable agreement governing the creation of the Outside Securitization Trust that holds the Potomac Mills Controlling
Pari Passu Companion Loan.


 


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


 


“Potomac Mills
Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “Potomac
Mills” and securing the Potomac Mills Mortgage Loan and the Potomac Mills Companion Loans.


 


“Potomac Mills
Mortgage Loan”: With respect to the Potomac Mills Loan Combination, the Mortgage Loan included in the Trust that is (i) secured
by the Potomac Mills Mortgage, (ii) evidenced by promissory note A-7 and (iii) to the extent set forth in the related Loan Documents
and as provided in the Potomac Mills Co-Lender Agreement, pari passu in right of payment with the Potomac Mills Pari Passu Companion
Loans and generally senior in right of payment to the Potomac Mills Subordinate Companion Loans.


 


“Potomac Mills
Pari Passu Companion Loans”: With respect to the Potomac Mills Loan Combination, the related promissory notes made by
the related Mortgagor, secured by the Potomac Mills Mortgage and designated as promissory notes A-1, A-2, A-3, A-4, A-5, A-6, A-8,
A-9 and A-10, respectively, which are not included in the Trust and, to the extent set forth in the related Loan Documents and
as provided in the Potomac Mills Co-Lender Agreement, are pari passu in right of payment with the Potomac Mills Mortgage Loan and
generally senior in right of payment to the Potomac Mills Subordinate Companion Loans, as any such promissory note may be amended,
restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified from time to time. If any
promissory note evidencing a Potomac Mills Pari Passu Companion Loan is split and replaced with 2 or more


 






    -93-


     


    

 


replacement
promissory notes, each such replacement promissory note will evidence a separate Potomac Mills Pari Passu Companion Loan.


 


“Potomac Mills
Subordinate Companion Loans”: With respect to the Potomac Mills Loan Combination, the related promissory notes made by
the related Mortgagor and secured by the Potomac Mills Mortgage and designated as promissory notes B-1, B-2, B-3, B-4, B-5, B-6,
B-7, B-8, B-9 and B-10, respectively, which are not included in the Trust and are generally subordinate in right of payment to
the Potomac Mills Mortgage Loan and the Potomac Mills Pari Passu Companion Loans to the extent set forth in the related Loan Documents
and as provided in the Potomac Mills Co-Lender Agreement, as any such promissory note may be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified from time to time. If any promissory note evidencing
a Potomac Mills Subordinate Companion Loan is split and replaced with 2 or more replacement promissory notes, each such replacement
promissory note will evidence a separate Potomac Mills Subordinate Companion Loan.


 


“Potomac Mills
Subordinate Companion Loan Holder”: The holder of a Potomac Mills Subordinate Companion Loan.


 


“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 





 






    -94-


     


    

 


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, Class S 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).


 






    -95-


     


    

 



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 X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class S 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


 



    -96-


     


    

 


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 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, each Controlling Class Certificateholder
and the Special Servicer 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, and the limitations on access to information set forth in this Agreement
will apply only with respect to the related Mortgage Loan for which the applicable party is a Borrower Party and only with respect
to the related Excluded Information (in the case of the Controlling Class Representative or a Controlling Class Certificateholder)
or the related Excluded Special Servicer Information (in the case of the Special Servicer).


 


“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
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


 



    -97-


     


    

 


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 Section
3.04, 3.07, 3.10(f), 3.10(g) or 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 November 3, 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 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 sum of the following (without duplication): (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 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,


 



    -98-


     


    

 


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 Special Servicing Fees and any other Additional Trust
Fund Expenses outstanding or previously incurred in respect of the related Mortgage Loan; plus (f) if such Mortgage Loan is being
repurchased or substituted for by a Mortgage Loan Seller pursuant to Section 6 of the related Loan Purchase Agreement, all expenses
incurred or to be 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 or substitution obligation (to the extent not otherwise included
in the amounts described in clause (e) above); 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 (g) 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 (h) 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 (low)” by DBRS (or, if not rated
by DBRS, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Fitch, Moody’s
and/or A.M. Best)), “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 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.


 



    -99-


     


    

 


“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 five 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 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


 



    -100-


     


    

 


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 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.


 


“Quantum Park
Co-Lender Agreement”: With respect to the Quantum Park Loan Combination, the related agreement between noteholders, dated
as of October 21, 2016, by and between the holder of the Quantum Park Mortgage Loan and the Quantum Park Companion Loan Holders,
relating to the relative rights of the holder of the Quantum Park Mortgage Loan and the Quantum Park Companion Loan Holders, as
the same may be amended from time to time in accordance with the terms thereof.


 


“Quantum Park
Companion Loans”: With respect to the Quantum Park Loan Combination, the related promissory notes made by the related
Mortgagor, secured by the Quantum Park Mortgage and designated as promissory notes A-2 and A-3, respectively, which are not included
in the Trust and are pari passu in right of payment with the Quantum Park Mortgage Loan to the extent set forth in the related
Loan Documents and as provided in the Quantum Park Co-Lender Agreement, as any such promissory note may be amended, restated, replaced,
extended, renewed, supplemented, consolidated, severed, split or otherwise modified from time to time. If any promissory note evidencing
a Quantum Park Companion Loan is split and replaced with 2 or more replacement promissory notes, each such replacement promissory
note will evidence a separate Quantum Park Companion Loan.


 


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


 


“Quantum Park
Controlling Pari Passu Companion Loan”: The Quantum Park Companion Loan that is evidenced by the controlling promissory
note under the Quantum Park Co-Lender Agreement.


 


“Quantum Park
Controlling Pari Passu Companion Loan Securitization Date”: With respect to the Quantum Park Loan Combination, the date
on which the Quantum Park Controlling Pari Passu Companion Loan is included in an Outside Securitization Trust.


 


“Quantum Park
Future Pooling and Servicing Agreement”: With respect to the Quantum Park Mortgage Loan or the Quantum Park Loan Combination,
on and after the Quantum Park Controlling Pari Passu Companion Loan Securitization Date, the pooling and servicing agreement or
other comparable agreement governing the creation of the Outside Securitization Trust that holds the Quantum Park Controlling Pari
Passu Companion Loan.


 






    -101-


     


    

 


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


 


“Quantum Park
Mortgage”: The Mortgage encumbering the Mortgaged Property identified on the Mortgage Loan Schedule as “Quantum
Park” and securing the Quantum Park Mortgage Loan and the Quantum Park Companion Loans.


 


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


 


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


 


“Rating Agency”:
Each of Moody’s, Fitch and DBRS 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 DBRS
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 DBRS shall mean
“Aaa” with respect to Moody’s and “AAA” with respect to Fitch and DBRS, 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 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, 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


 



    -102-


     


    

 


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 X-E, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G 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.


 


“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


 



    -103-


     


    

 


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 S and 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, Class A-S, Class B, Class C and Class D
Certificates 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;


 


(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.


 






    -104-


     


    

 


“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 “Rialto Capital Advisors, LLC,
as Special Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of
Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3 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.


 


“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.


 






    -105-


     


    

 


“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.


 


“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.


 






    -106-


     


    

 


“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)(i) of this Agreement.


 


“Retained Defeasance
Rights and Obligations Mortgage Loan”: As defined in Section 3.09(d)(i) 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.


 


“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 November 1, 2016, by and between Rialto and the
Depositor.


 






    -107-


     


    

 


“Rialto Marriott
Hilton Head Resort & Spa Note”: With respect to the Marriott Hilton Head Resort & Spa Mortgage Loan, that certain
promissory note A-4, dated October 3, 2016, in the original principal amount of $15,000,000, made by the related Mortgagor in favor
of Rialto, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split
or otherwise modified.


 


“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”:
S&P Global Ratings, 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 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


 






    -108-


     


    

 


(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.


 


“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”: A Loan Combination that is being serviced pursuant to this Agreement and that includes a Subordinate
Companion Loan. The only Serviced AB Loan Combination relating to the Trust as of the Closing Date is the Potomac Mills Loan Combination.


 


“Serviced Companion
Loan”: A Companion Loan that is part of a Serviced Loan Combination. The only Serviced Companion Loans related to the
Trust as of the Closing Date are the 80 Park Plaza Companion Loans, the Potomac Mills Companion Loans, the Hill7 Office Companion
Loans, the Marriott Hilton Head Resort & Spa Companion Loans, the Quantum Park Companion Loans and the Mills Fleet Farm Companion
Loans. With respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion
Loan will no longer be a Serviced Companion Loan on and after the related Servicing Shift Controlling Pari Passu Companion Loan
Securitization 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.


 






    -109-


     


    

 


“Serviced Loan
Combination”: A Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Loan Combinations
related to the Trust as of the Closing Date are the 80 Park Plaza Loan Combination, the Potomac Mills Loan Combination, the Hill7
Office Loan Combination, the Quantum Park Loan Combination, the Marriott Hilton Head Resort & Spa Loan Combination and the
Mills Fleet Farm Loan Combination. A Servicing Shift Mortgage Loan will no longer be a Serviced Loan Combination on and after the
related Servicing Shift Controlling Pari Passu Companion Loan Securitization 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 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 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. Each Servicing Shift Loan Combination will be a Serviced Outside Controlled Loan Combination prior to the related Servicing
Shift Controlling Pari Passu Companion Loan Securitization Date. Each Servicing Shift Loan Combination will cease to be a Serviced
Outside Controlled Loan Combination from and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization
Date.


 


“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. Each Servicing
Shift Mortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Controlling Pari Passu
Companion Loan Securitization Date. Each Servicing Shift Mortgage Loan will cease to be a Serviced Outside Controlled Mortgage
Loan on and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date.


 


“Serviced Pari
Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Pari Passu Loan Combination. The only Serviced
Pari Passu Companion Loans related to the Trust as of the Closing Date are the 80 Park Plaza Companion Loans, the Potomac Mills
Pari Passu Companion Loans, the Hill7 Office Companion Loans, the Quantum Park Companion Loans, the Marriott Hilton Head Resort
& Spa Companion Loans and the Mills Fleet Farm Companion Loans. With respect to each Servicing Shift Mortgage Loan and the
related Servicing Shift Loan Combination, each related Pari Passu Companion Loan will cease to be a Serviced Pari Passu Companion
Loan on and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date.


 


“Serviced Pari
Passu Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.


 






    -110-


     


    

 


“Serviced Pari
Passu Loan Combination”: A Pari Passu Loan Combination that is being serviced pursuant to this Agreement. The only Serviced
Pari Passu Loan Combinations related to the Trust as of the Closing Date are the 80 Park Plaza Loan Combination, the Potomac Mills
Loan Combination, the Hill7 Office Loan Combination, the Quantum Park Loan Combination, the Marriott Hilton Head Resort & Spa
Loan Combination and the Mills Fleet Farm Loan Combination. Each Servicing Shift Loan Combination will cease to be a Serviced Pari
Passu Loan Combination on and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date.


 


“Serviced Subordinate
Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Loan Combination. The only Serviced Subordinate
Companion Loans related to the Trust as of the Closing Date are the Potomac Mills Subordinate Companion Loans. Each of the Potomac
Mills Subordinate Companion Loans will cease to be a Serviced Subordinate Companion Loan on and after the Potomac Mills Controlling
Pari Passu Companion Loan Securitization Date.


 


“Serviced Subordinate
Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan. The only Serviced Subordinate Companion Loan
Holders related to the Trust as of the Closing Date are the holders of the Potomac Mills Subordinate Companion Loans. The holders
of the Potomac Mills Subordinate Companion Loans will cease to be Serviced Subordinate Companion Loan Holders on and after the
Potomac Mills Controlling Pari Passu Companion Loan Securitization Date.


 


“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 (including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage
Loan), each REO Mortgage Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced
Loan) and each REO Companion Loan that is included as part of a Serviced Loan Combination 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; and provided, further, that, notwithstanding
Section 3.05, Section 3.06 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 calculated and paid under the


 



    -111-


     


    

 


applicable Outside Servicing Agreement, shall not be payable to the Master
Servicer, shall previously have been deducted by the applicable Outside Servicer prior to remittance to the Trust and shall not
be withdrawn from the Collection Account.


 


“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 “Master
Servicing Fee Rate (%)”, “Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside
Servicing Fee Rate (%)” on the Mortgage Loan Schedule; with respect to each 80 Park Plaza Companion Loan (or any successor
REO Companion Loan with respect thereto), 0.00250% per annum; with respect to each Mills Fleet Farm Companion Loan (or any successor
REO Companion Loan with respect thereto), 0.00250% per annum; with respect to each Potomac Mills Companion Loan (or any successor
REO Companion Loan with respect thereto) prior to, and only prior to, the Potomac Mills Controlling Pari Passu Companion Loan Securitization
Date, 0.00250% per annum; with respect to each Hill7 Office Companion Loan (or any successor REO Companion Loan with respect thereto)
prior to, and only prior to, the Hill7 Office Controlling Pari Passu Companion Loan Securitization Date, 0.00250% per annum; with
respect to each Quantum Park Companion Loan (or any successor REO Companion Loan with respect thereto) prior to, and only prior
to, the Quantum Park Controlling Pari Passu Companion Loan Securitization Date, 0.00250% per annum; and with respect to each Marriott
Hilton Head Resort & Spa Companion Loan (or any successor REO Companion Loan with respect thereto) prior to, and only prior
to, the Marriott Hilton Head Resort & Spa Controlling Pari Passu Companion Loan Securitization Date, 0.00250% per annum.


 


“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 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.


 






    -112-


     


    

 


“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 Shift
Controlling Pari Passu Companion Loan Securitization Date”: With respect to a Servicing Shift Loan Combination, the date
on which the related Servicing Shift Controlling Pari Passu Companion Loan is included in an Outside Securitization Trust. With
respect to the Potomac Mills Mortgage Loan and the Potomac Mills Loan Combination, the Potomac Mills Controlling Pari Passu Companion
Loan Securitization Date will constitute a Servicing Shift Controlling Pari Passu Companion Loan Securitization Date. With respect
to the Hill7 Office Mortgage Loan and the Hill7 Office Loan Combination, the Hill7 Office Controlling Pari Passu Companion Loan
Securitization Date will constitute a Servicing Shift Controlling Pari Passu Companion Loan Securitization Date. With respect to
the Quantum Park Mortgage Loan and the Quantum Park Loan Combination, the Quantum Park Controlling Pari Passu Companion Loan Securitization
Date will constitute a Servicing Shift Controlling Pari Passu Companion Loan Securitization Date. With respect to the Marriott
Hilton Head Resort & Spa Mortgage Loan and the Marriott Hilton Head Resort & Spa Loan Combination, the Marriott Hilton
Head Resort & Spa Controlling Pari Passu Companion Loan Securitization Date will constitute a Servicing Shift Controlling Pari
Passu Companion Loan Securitization Date.


 


“Servicing Shift
Controlling Pari Passu Companion Loan”: With respect to a Servicing Shift Loan Combination, the related Companion Loan
evidenced by the controlling promissory note under the related Co-Lender Agreement. With respect to the Potomac Mills Mortgage
Loan and the Potomac Mills Loan Combination, the Potomac Mills Controlling Pari Passu Companion Loan shall constitute a Servicing
Shift Controlling Pari Passu Companion Loan. With respect to the Hill7 Office Mortgage Loan and the Hill7 Office Loan Combination,
the Hill7 Office Controlling Pari Passu Companion Loan shall constitute a Servicing Shift Controlling Pari Passu Companion Loan.
With respect to the Quantum Park Mortgage Loan and the Quantum Park Loan Combination, the Quantum Park Controlling Pari Passu Companion
Loan shall constitute a Servicing Shift Controlling Pari Passu Companion Loan. With respect to the Marriott Hilton Head Resort
& Spa Mortgage Loan and the Marriott Hilton Head Resort & Spa Loan Combination, the Marriott Hilton Head Resort & Spa
Controlling Pari Passu Companion Loan shall constitute a Servicing Shift Controlling Pari Passu Companion Loan.


 


“Servicing Shift
Loan Combination”: Any Loan Combination that is initially serviced under this Agreement provided, that upon the inclusion
of a designated related Companion Loan in a future securitization, the servicing of such Loan Combination will shift to the pooling
and servicing agreement or other comparable agreement governing the securitization of such related Companion Loan (whether by itself
or with other mortgage assets). Each Servicing Shift Loan Combination will be (i) a Serviced Loan Combination prior to any such
shift in servicing and (ii) an Outside Serviced Loan Combination after the related shift in


 



    -113-


     


    

 


servicing occurs. The only Servicing
Shift Loan Combinations related to the Trust as of the Closing Date are the Potomac Mills Loan Combination, the Hill7 Office Loan
Combination, the Quantum Park Loan Combination and the Marriott Hilton Head Resort & Spa Loan Combination.


 


“Servicing Shift
Mortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Loan Combination. The only Servicing Shift Mortgage
Loans related to the Trust as of the Closing Date are the Potomac Mills Mortgage Loan, the Hill7 Office Mortgage Loan, the Quantum
Park Mortgage Loan and the Marriott Hilton Head Resort & Spa Mortgage Loan.


 


“Servicing Shift
Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing Shift
Loan Combination, on and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date, the related
pooling and servicing agreement or other comparable agreement governing the creation of the Outside Securitization Trust that holds
the related Servicing Shift Controlling Pari Passu Companion Loan. With respect to the Potomac Mills Mortgage Loan or the Potomac
Mills Loan Combination, the Potomac Mills Future Pooling and Servicing Agreement will constitute a Servicing Shift Mortgage Loan
Pooling and Servicing Agreement. With respect to the Hill7 Office Mortgage Loan or the Hill7 Office Loan Combination, the Hill7
Office Future Pooling and Servicing Agreement will constitute a Servicing Shift Mortgage Loan Pooling and Servicing Agreement.
With respect to the Quantum Park Mortgage Loan or the Quantum Park Loan Combination, the Quantum Park Future Pooling and Servicing
Agreement will constitute a Servicing Shift Mortgage Loan Pooling and Servicing Agreement. With respect to the Marriott Hilton
Head Resort & Spa Mortgage Loan or the Marriott Hilton Head Resort & Spa Loan Combination, the Marriott Hilton Head Resort
& Spa Future Pooling and Servicing Agreement will constitute a Servicing Shift Mortgage Loan Pooling and Servicing Agreement.


 


“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 hereunder, 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 in accordance with the following: (i) 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


 



    -114-


     


    

 


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.”


 


“SGCMS 2016-C5
Pooling and Servicing Agreement”: The Pooling and Servicing Agreement, dated as of July 1, 2016, between SG Commercial
Mortgage Securities, LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC,
as special servicer, Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank,
National Association, as certificate administrator, and 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 SG Commercial Mortgage Securities Trust 2016-C5,
Commercial Mortgage Pass-Through Certificates, Series 2016-C5 were issued.


 


“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


 



    -115-


     


    

 


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. There is no Significant Obligor with respect to the Trust.


 


“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 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”:
Rialto Capital Advisors, LLC, a Delaware limited liability company, or its successor in interest, or any successor Special Servicer
appointed as provided herein (including with respect to any Excluded Special Servicer 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
Decision”: With respect to any Mortgage Loan, any of the following (to the extent it is not a Major Decision):


 


(a)          
approving leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements
or other similar agreements for (i) all ground leases, including any determination whether to cure any borrower defaults relating
to any ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable
area at the related Mortgaged Property so long as it is reviewable by the lender under the related Loan Documents;


 


(b)          
approving any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late
financial statements);


 


(c)          
approving annual budgets for the related Mortgaged Property (to the extent lender approval is required under the related
Loan Documents) that provide for (i) operating expenses equal to more than 110% of the amount that was budgeted therefor in the
prior year or (ii) payments to Persons or entities known by the Master Servicer to be affiliates of the related Mortgagor (excluding
affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Combination);


 


(d)          
approving rights of way and easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s
ability to make payments with respect


 



    -116-


     


    

 


to the related Mortgage Loan and approving consent to subordination of the related Mortgage
Loan to such rights of way and easements;


 


(e)          
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan
event of default (but excluding non-monetary events of default other than defaults relating to transfers of interest in the related
Mortgagor or the existing collateral or material modifications of the existing collateral), (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 related Loan Documents do not otherwise permit such Principal Prepayment;


 


(f)          
in circumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), approving any request to incur
additional debt in accordance with the terms of the related Loan Documents;


 


(g)          
approving any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of
credit held as “performance-based”, “earn-out” or “holdback” escrows or reserves with respect
to (i) any Mortgage Loan as to which such escrows or reserves exceeded, as at the time of origination, 10% of the original principal
balance of such Mortgage Loan, regardless of whether such funding or disbursements may be characterized as routine and/or customary
escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria is not required pursuant
to the terms of the related Loan Documents, (ii) any Mortgage Loan as to which such escrows or reserves may not be characterized
as routine and/or customary escrows, and (iii) any Specified Mortgage Loans (for the avoidance of doubt with respect to sub-clauses
(i) and (ii) above, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender
approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the related
Loan Documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall
not constitute a Special Servicer Decision);


 


(h)          
in circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the
related Loan Documents (including determining whether any applicable terms or tests are satisfied), approving requests for any
release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case,
Special Servicer Decisions will not include (i) grants of easements or rights of way that do not materially affect the use or value
of the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; or (ii) the
release, substitution or addition of collateral securing any


 



    -117-


     


    

 


Serviced Mortgage Loan or Serviced Loan Combination in connection
with a defeasance of such collateral;


 


(i)           
any modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement related
to a Serviced Mortgage Loan or Serviced Loan Combination, or any action to enforce rights with respect thereto, except that, if
any such modification or amendment would adversely impact the Master Servicer, such modification or amendment will additionally
require the consent of the Master Servicer as a condition to its effectiveness;


 


(j)           
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; and


 


(k)          
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.


 


“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:


 






    -118-


     


    

 


(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, beyond 60 days after the date on
which the subject payment was due, or


 


(ii)          
solely in the case of a delinquent Balloon Payment, (A) 30 days after the date on which that Balloon Payment was due (except
as described in clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer
(each of whom shall promptly deliver a copy to the other, the Operating Advisor and the Controlling Class Representative (so long
as no Consultation Termination Event has occurred and is continuing)), on or before the 60th day after the date on which that Balloon
Payment was due, a refinancing commitment, letter of intent or otherwise binding application for refinancing from an acceptable
lender or signed purchase agreement reasonably acceptable to the Special Servicer, (2) the related Mortgagor continued to make
its Monthly Payments on each Due Date, and (3) no other Servicing Transfer Event has occurred with respect to the Serviced Loan,
then a Servicing Transfer Event will not occur until the earlier of (x) 120 days after the date on which the Balloon Payment was
due and (y) the termination of the refinancing commitment or purchase agreement; 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 60 days); provided,
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 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)) 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


 



    -119-


     


    

 


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
60 days; 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, 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 into against the related Mortgagor; 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 or the Special 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 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;


 






    -120-


     


    

 


(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. With respect to any Mortgage Loan that would have
become a Specially Serviced Loan but for the circumstances described in clause (a)(ii)(B) of this definition, if any forbearance
agreement is entered into between the Master Servicer and the related Mortgagor, the Master Servicer shall request, and the Special
Servicer shall promptly provide its form of such agreement for use by the Master Servicer who shall enter into such agreement with
the related Mortgagor; provided that any material modifications proposed by the Master Servicer to such form of agreement
shall be subject to the approval of the Special Servicer; and provided, further, that if the Special Servicer does
not so provide its form of such agreement within a reasonable period of time after the Master Servicer’s request therefor,
then the Master Servicer may prepare and execute its form of such agreement.


 


“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 Briarwood Mall Mortgage Loan, the 101 Hudson Street Mortgage Loan, the 80 Park Plaza Mortgage Loan,
the Hill7 Office Mortgage Loan, the Potomac Mills Mortgage Loan, the Quantum Park Mortgage Loan, the College Boulevard Portfolio
Mortgage Loan, the Mills Fleet Farm Mortgage Loan, the Marriott Hilton Head Resort & Spa Mortgage Loan and the Marriott Saddle
Brook Mortgage Loan.


 


“Sponsor”:
Each of CGMRC, Rialto, BBPLC and CCRE, 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


 



    -121-


     


    

 


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(s) (including any related 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.


 






    -122-


     


    

 


“Subordinate
Companion Loan”: A Companion Loan that is subordinate in right of payment to the related Split Mortgage Loan. The only
Subordinate Companion Loans related to the Trust as of the Closing Date are the Potomac Mills Subordinate Companion Loans.


 


“Subordinate
Companion Loan Holder”: The holder of a Subordinate Companion Loan. The only Subordinate Companion Loan Holders related
to the Trust as of the Closing Date are the Potomac Mills Subordinate Companion Loan Holders.


 


“Subordinate
YM Certificates”: As defined in Section 4.01(c) of this Agreement.


 


“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 (if it is
permitted to appoint sub-servicers pursuant to Section 3.01(c) of this Agreement), 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;


 






    -123-


     


    

 


(iv)        
the origination date;


 


(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


 



    -124-


     


    

 


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 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.


 


“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 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


 



    -125-


     


    

 


deposited
in the Collection Account, the Distribution Account, the 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 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.


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0074% per annum.


 


“Underwriter
Exemption”: (a) Prohibited Transaction Exemption 91-23, granted to a predecessor of Citigroup Global Markets Inc., (b)
the prohibited transaction exemption granted to Barclays Capital Inc., FAN 04-03E, and (c) the prohibited transaction exemption
granted to Cantor Fitzgerald & Co., Authorization Number 2011-05E, each as most recently amended by Prohibited Transaction
Exemption 2013-08 and as further amended by the Department of Labor from time to time.


 






    -126-


     


    

 


“Underwriters”:
Citigroup Global Markets Inc., Barclays Capital Inc., Cantor Fitzgerald & 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 Trust 2016-C3, Commercial
Mortgage Pass-Through Certificates, Series 2016-C3, 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.


 


“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


 



    -127-


     


    

 


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 Interest-Only Certificates, allocated pro
rata based upon their respective Notional Amounts as of the date of determination (but only for so long as the Notional Amount
of at least one Class of Interest-Only Certificates is greater than zero), and (b) in the case of any Class of Principal Balance
Certificates, a percentage equal to the product of 99% (or, if the Notional Amounts of all Classes of Interest-Only Certificates
have been reduced to zero, 100%) 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, in each case as of the date of determination (provided that, if, but only if, expressly
so provided herein in any circumstance, the allocation of Voting Rights for any particular purpose shall take into account the
allocation of Appraisal Reduction Amounts to notionally reduce Certificate Balances). 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 Class
S and 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.


 


“WFCM 2016-C36
Pooling and Servicing Agreement”: The Pooling and Servicing Agreement, dated as of November 1, 2016, between Wells Fargo
Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, National
Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, C-III Asset Management LLC, as general special servicer,
Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, Wells Fargo Bank, National Association,
as certificate administrator, 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 Wells Fargo Commercial Mortgage Trust 2016-C36, Commercial Mortgage
Pass-Through Certificates, Series 2016-C36 were issued.


 


“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.


 






    -128-


     


    

 


“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.


 


“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


 



    -129-


     


    

 


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 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
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 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


 



    -130-


     


    

 


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 Advances 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 so allocated pursuant to clause (i) or (ii) 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) all
unpaid interest (exclusive of Default Interest and Excess Interest) accrued 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) after taking
into account any allocations pursuant to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest
described in subclause (A) of this clause (iii) that either (1) was not advanced because 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 or (2) accrued at the related Net Mortgage Rate on the portion of the
Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and
as to which no P&I Advance was made;


 


(iv)          
to the extent not previously so allocated pursuant to clause (i) or (ii) 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 (exclusive of Default Interest and Excess Interest) to
the extent of the sum of (A) 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, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections have not been allocated
as recovery of such 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;


 






    -131-


     


    

 


(viii)       
as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


(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);


 






    -132-


     


    

 


(iii)          
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid
interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all
unpaid interest (exclusive of Default Interest and Excess Interest) accrued 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) after taking
into account any allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above on earlier dates, the aggregate
portion of the accrued and unpaid interest described in subclause (A) of this clause (iii) that either (1) was not advanced because
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 or (2) accrued at the applicable
Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


 


(iv)          
to the extent not previously so allocated pursuant to clause (i) or (ii) 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 (exclusive of Default Interest and Excess
Interest) to the extent of the sum of (A) 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, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued
at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections
have not theretofore been allocated as a recovery of such 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


 






    -133-


     


    

 


(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 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 Trustee/Certificate Administrator 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.


 






    -134-


     


    

 


Section 1.03            
Certain Constructions. (a) For purposes of this Agreement, references to the most or next most subordinate Class
of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates 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 A-S,
Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F and Class G Certificates;
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 of this Agreement, each Class
of Certificates (other than the Class S Certificates and the Class R Certificates) 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-C3, 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


 



    -135-


     


    

 


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) each Co-Lender Agreement, if any, and (iv) all Escrow Accounts, Lock-Box Accounts and all other assets included
or to be included in the Trust Fund for the 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. Notwithstanding anything to the contrary contained
herein, (A) 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 the documents
and/or instruments referred to in clause (1) of the definition of “Mortgage File”, executed originals of the related
documents, and (ii) with respect to the documents and/or instruments referred to in clauses (2) through (20) of the definition
of “Mortgage File”, a copy of the mortgage file related to the applicable Outside Serviced Companion Loan delivered
under the applicable Outside Servicing Agreement and (B) with respect to a Servicing Shift Mortgage Loan, the related Mortgage
File delivered to and deposited with the Custodian (on behalf of the Trustee) as contemplated by the first sentence of this Section 2.01(b)
shall, on or after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date, be transferred to the
custodian related to the securitization of the related Servicing Shift Controlling Pari Passu Companion Loan in accordance with
the second paragraph of Section 2.01(c) and with the expectation that the assignments referred to in clauses (4), (5) and
(14) of the definition of “Mortgage File” (to the extent that recordation of such item would have otherwise been required)
will be recorded in the name of the trustee for that securitization. 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


 



    -136-


     


    

 


respect to letters of credit (exclusive of those relating to an Outside Serviced Mortgage
Loan), the applicable Mortgage Loan Seller shall deliver, on or before the Closing Date, 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, on or before the Closing Date, 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; provided that with respect to a Servicing Shift Mortgage Loan, no such assignments shall be made until the
earlier of (i) the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date, in which case such assignments
shall be made in accordance with the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement, and (ii) the earlier
of (A) 180 days after the Closing Date and (B) such time as any such letter of credit is required to be drawn upon by the Master
Servicer, in which case such assignments shall be made in favor of the Trustee for the benefit of the Certificateholders and for
the benefit of the holder of the related Companion Loan, until the occurrence of the related Servicing Shift Controlling Pari Passu
Companion Loan Securitization Date. Contemporaneous with the securitization of the related Servicing Shift Controlling Pari Passu
Companion Loan, any such letter of credit shall be assigned to the related Outside Servicer or related Outside Trustee, as applicable,
as provided in the related Servicing Shift Mortgage Loan Pooling and Servicing Agreement. 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 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 Serviced
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


 



    -137-


     


    

 


assign any such related
comfort letter to the Trustee for the benefit of the Certificateholders (and, if applicable, the related Serviced Companion Loan
Holder(s)) or have a new comfort letter (or any such new document or acknowledgement as may be contemplated under the existing
comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders (and, if applicable, the related Serviced
Companion Loan Holder(s)), 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.


 


Notwithstanding the foregoing,
with respect to a Servicing Shift Mortgage Loan: (A) the instruments of assignment referred to in clauses (4), (5) and (14) in
the definition of “Mortgage File” may be in blank and need not be recorded pursuant to this Agreement (to the extent
recordation would have otherwise been required) until the earliest of (i) the related Servicing Shift Controlling Pari Passu Companion
Loan Securitization Date, in which case such instruments shall be completed and, if applicable, recorded in accordance with the
related Servicing Shift Mortgage Loan Pooling and Servicing Agreement, and the related Mortgage Loan Seller shall deliver or cause
the delivery of photocopies of any such instruments of assignment so completed and recorded to the Trustee or the Custodian on
its behalf, (ii) such Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift
Controlling Pari Passu Companion Loan Securitization Date, in which case such assignments shall be completed and, if applicable,
recorded in accordance with this Agreement upon such occurrence, and (iii) the expiration of 180 days following the Closing Date,
in which case assignments shall be completed and, if applicable, recordations shall be effected in accordance with this Agreement
upon such occurrence; and (B) following the related Servicing


 



    -138-


     


    

 


Shift Controlling Pari Passu Companion Loan Securitization Date and
upon the transfer of servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance
with the related Co-Lender Agreement, the Trustee or Custodian on its behalf shall deliver the originals of all documents constituting
the related Mortgage File and any other related Loan Documents (if not a part of the related Mortgage File) in its possession (other
than the documents described in clause (1) of the definition of “Mortgage File”) to the related Outside Trustee or
the Outside Custodian; provided that, prior to the delivery of any such original documents to the related Outside Trustee
or Outside Custodian, the Trustee or the Custodian on its behalf shall make and retain photocopies of any and all documents so
delivered to the related Outside Trustee or the Outside Custodian; and provided, further, that, to the extent any instruments of
assignment that are part of the Mortgage File have been recorded pursuant to this Agreement prior to the related Servicing Shift
Mortgage Loan Controlling Pari Passu Companion Loan Securitization Date, the Trustee shall execute and deliver assignments to the
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 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


 



    -139-


     


    

 


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 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.


 






    -140-


     


    

 


(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 if and to the extent provided for
in Section 12.04 of this Agreement) 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.


 


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.


 






    -141-


     


    

 


(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 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


 



    -142-


     


    

 


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. 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


 



    -143-


     


    

 


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, the value of the related Mortgaged Property (or any related
REO Property) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or the related Mortgaged Property
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 Special
Servicer 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 Special Servicer 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, not later than 90 days
from the 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 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


 



    -144-


     


    

 


Defect so long as such Mortgage Loan Seller certifies to the Trustee, 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 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 Special Servicer
(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), are 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. In connection with the Special Servicer’s reaching an agreement
with a Mortgage Loan Seller as to a Loss of Value Payment, the Master Servicer shall promptly provide the Special Servicer with
a copy of the Servicing File for such Mortgage Loan upon the Special Servicer’s request. 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


 



    -145-


     


    

 


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 any Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment, the related Mortgage Loan Seller
shall be deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this
paragraph describes the 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 Special Servicer, provided that, prior to any such agreement
or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller 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).


 


In the case of a Material
Defect with respect to the Marriott Hilton Head Resort & Spa Mortgage Loan, CGMRC shall be responsible for any remedies under
this Agreement and the CGMRC Mortgage Loan Purchase Agreement solely in respect of the portion of the Marriott Hilton Head Resort
& Spa Mortgage Loan evidenced by the CGMRC Marriott Hilton Head Resort & Spa Note as if such promissory note were a separate
Mortgage Loan, and Rialto shall be responsible for any remedies solely in respect of the portion of the Marriott Hilton Head Resort
& Spa Mortgage Loan evidenced by the Rialto Marriott Hilton Head Resort & Spa Note as if such promissory note were a separate
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


 



    -146-


     


    

 


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-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 Special Servicer 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 Special
Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause to be delivered, to the
Special Servicer 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


 



    -147-


     


    

 


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 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 Property 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


 



    -148-


     


    

 


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 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 Master
Servicer, 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 Special Servicer 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-C3 Commercial Mortgage Pass Through Certificates, Series 2016-C3,
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


 



    -149-


     


    

 


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 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, 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


 



    -150-


     


    

 


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 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 provides 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.


 


(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


 



    -151-


     


    

 


“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.


 


(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 Property Advances, to the extent not recovered from the Mortgage
Loan Seller or the applicable Requesting Certificateholder and/or Consultation 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


 



    -152-


     


    

 


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.


 


(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 non-binding 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 30th day following the date of posting, the “Dispute Resolution Cut-off Date”) indicating its intent
to exercise its right to refer the matter to either mediation (including non-binding arbitration) or arbitration. In addition,
any Certificateholder or Certificate Owner may deliver, prior to the Dispute Resolution Cut-off Date, a written notice (a “Consultation
Election Notice”) requesting the right to participate in any Dispute Resolution Consultation (as defined in clause
(iii) below) that is conducted by the Enforcing Servicer following the Enforcing Servicer’s receipt of a Preliminary
Dispute Resolution Election Notice as provided in clause (iii) below.


 


(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 non-binding arbitration) or arbitration as
the dispute resolution method with respect to the Repurchase Request, and with any Consultation Requesting Certificateholder (the


 



    -153-


     


    

 


“Dispute Resolution Consultation”) so that such Requesting Certificateholder and such Consultation 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 or a Consultation Requesting Certificateholder
may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either
mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)          
If, following the Dispute Resolution Consultation, no Requesting Certificateholder or Consultation 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 or Consultation Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then such Requesting Certificateholder or Consultation Requesting Certificateholder
shall become the Enforcing Party and must promptly submit the matter to mediation (including non-binding arbitration) or arbitration.
If more than one Requesting Certificateholder or Consultation Requesting Certificateholder timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders and/or Consultation Requesting Certificateholders shall collectively become
the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders and/or
Consultation 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
or Consultation 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 any Requesting Certificateholder or Consultation 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, provided, however, that such Material Defect will not be deemed waived with respect to
the Enforcing Servicer to the extent there is a material change from the facts and circumstances known to it at the time when the
Proposed Course of Action Notice was delivered by the Enforcing Servicer, and


 



    -154-


     


    

 


(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 or Consultation 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 or Consultation Requesting Certificateholder.


 


(ix)          
The Requesting Certificateholders or Consultation 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
or Consultation 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 non-binding 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 within 30 days of receipt of written notice of the Enforcing Party’s selection of mediation (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


 



    -155-


     


    

 


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 (any such expenses allocated
to the Enforcing Servicer shall be reimbursed as provided in clause (vi) below).


 


(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.


 


(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 within 30 days of receipt of written notice of the Enforcing Party’s selection of third-party arbitration (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


 



    -156-


     


    

 


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 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;


 






    -157-


     


    

 


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


 


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


 


(iv)          
In the event a Requesting Certificateholder or Consultation 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 or Consultation 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 or Consultation
Requesting Certificateholder.


 






    -158-


     


    

 


(v)          
In the event a Requesting Certificateholder or Consultation Requesting Certificateholder is the Enforcing Party, the Requesting
Certificateholder or Consultation 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 (1) the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent
provided in Section 5.07, (2) to the extent that the Enforcing Servicer is required under Section 2.03(a) to provide
any Rule 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such
Rule 15Ga-1 Notice the information required pursuant to Section 2.03(a) and (3) the applicable Mortgage Loan Seller shall
be permitted to disclose information related to the Repurchase Request to the extent necessary to comply with its obligations under
Rule 15Ga-1 or Item 1104 of Regulation AB.


 


(vii)          
For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder or Consultation
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.


 


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


 



    -159-


     


    

 


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;


 


(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


 



    -160-


     


    

 


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
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


 



    -161-


     


    

 


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 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


 



    -162-


     


    

 


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 limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware, and the Special Servicer is in compliance with the laws of each 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 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


 






    -163-


     


    

 


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 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


 



    -164-


     


    

 


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 organization certificate 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 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


 



    -165-


     


    

 


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.


 


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


 



    -166-


     


    

 


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;


 


(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


 



    -167-


     


    

 


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 Georgia; 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 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


 



    -168-


     


    

 


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, 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 Georgia; 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;


 






    -169-


     


    

 


(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 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


 






    -170-


     


    

 


(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. 


 


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 described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the 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, (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) and the Holders of the Regular Certificates, and
(iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) 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. The Certificate


 






    -171-


     


    

 



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 the Excess Interest.


 


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 and Class LG 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 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) 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
and the Regular Certificates 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)          
The Excess Interest Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting
of the Excess Interest Grantor Trust Assets and the proceeds thereof, which portion 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


 






    -172-


     


    

 


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(s)), subject to the terms
and conditions of the related Co-Lender Agreement) 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) 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 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(s)), 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.


 






    -173-


     


    

 


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 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 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.


 






    -174-


     


    

 


(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 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 it may be assumed by the Trustee or its designee, if the Trustee or its designee has assumed the duties of the
Master Servicer, or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the
assumption by such party of the obligations of the Master Servicer pursuant to Section 7.02 hereof; (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 (which may take into account any grace period permitted pursuant to this Agreement or any other pooling
and servicing agreement that the Depositor is a party to) 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


 






    -175-


     


    

 


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. 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.


 


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 (including, without limitation, any obligation to pay any termination fee
to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement) 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, the Certificateholders and, if applicable, the Serviced
Companion Loan Holders, shall (at no expense to the Trustee, the Certificateholders, the Serviced Companion Loan Holders or the
Trust) monitor the performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement
(except that, to the extent provided in Article X hereof, the Master Servicer shall be required only to use commercially
reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply with the requirements of Article X hereof).
Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as is in accordance with the Servicing Standard 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 this Agreement. In such event, the Trustee or the successor Master
Servicer, as applicable, shall


 






    -176-


     


    

 


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.


 


In the event that the
Trustee or any successor Master Servicer assumes the servicing obligations of the Master Servicer, 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, subject to the terms and conditions of this Agreement,
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 required to be included herein pursuant


 






    -177-


     


    

 


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.


 


With respect to any Serviced
Outside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing Shift Controlling
Pari Passu Companion Loan Securitization Date), subject to the rights of the Controlling Class Representative under this Agreement,
the Master Servicer (if such Serviced Outside Controlled Mortgage Loan is a Performing Serviced Loan and the matter does not involve
a Major Decision or Special Servicer Decision) or the Special Servicer (if such Serviced Outside Controlled Mortgage Loan is a
Specially Serviced Loan or if such Serviced Outside Controlled Mortgage Loan is a Performing Serviced Loan and the matter involves
a Major Decision or Special Servicer Decision) shall be entitled to exercise the rights and powers granted under the related Co-Lender
Agreement to the “Non-Controlling Note Holder” (as such term or any analogous term is defined in the related Co-Lender
Agreement).


 


(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


 






    -178-


     


    

 


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 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 party or 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 party or parties to exercise such consent,
approval or consultation rights: (a) the Controlling Class Representative (unless a Control Termination Event exists or such Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Special Servicer (if a Control Termination Event exists or such Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any 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) or the Special Servicer (if 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). The Master Servicer shall
only be obligated to forward any requests received from the Outside Servicer or the Outside Special Servicer, as applicable, for
such consent and/or consultation to the Special Servicer (who shall forward any such request to the Controlling Class Representative
except if a Control Termination Event or Consultation Termination Event, as applicable, has occurred and is continuing or if such
Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), and the Master Servicer shall have no right or obligation to exercise
any such consent or consultation rights.


 


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) and the Special Servicer (if a Control Termination
Event has occurred and is continuing), on behalf of the Trust, as holder of


 






    -179-


     


    

 


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 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


 






    -180-


     


    

 


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 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 provisions below in this paragraph), the party hereto that receives
such request shall (but in the case of the Master Servicer subject to the limitation that it shall only be required to deliver
any such request to the Special Servicer) promptly deliver a copy of such request to the Controlling Class Representative (if no
Control Termination Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation rights)
exists and such Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) or to the Special Servicer (if a Control Termination
Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation rights) exists or such Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan), and (a) any such consent rights shall be exercised by the Controlling Class
Representative (unless a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan)
or by the Special Servicer (if a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage
Loan) and (b) any such consultation rights 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) or by the Special Servicer (if a Consultation
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan); 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 Controlling Class Representative or the Special Servicer, as applicable, shall not exercise any such right
of consent without first having obtained (or having caused the related Outside Servicer or Outside Special Servicer to obtain)
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). 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


 






    -181-


     


    

 


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 (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 or the related Outside Serviced Mortgage Loan is an Excluded Mortgage Loan, 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


 






    -182-


     


    

 


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.


 


(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


 






    -183-


     


    

 


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 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


 






    -184-


     


    

 


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 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


 






    -185-


     


    

 


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 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 service hereunder, 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 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.


 






    -186-


     


    

 


(b)          
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 (and, in the case of the 101 Hudson Street Mortgage Loan,
also promptly upon the Certificate Administrator’s receipt of notice of the 101 Hudson Street Controlling Pari Passu Companion
Loan Securitization Date and, in the case of each Servicing Shift Mortgage Loan, promptly upon the related Servicing Shift Controlling
Pari Passu Companion Loan Securitization Date), written notice in the form of Exhibit FF-1, Exhibit FF-2, Exhibit
FF-3, Exhibit FF-4, Exhibit FF-5, Exhibit FF-6, Exhibit FF-7, Exhibit FF-8, Exhibit FF-9
and Exhibit FF-10 attached hereto, as applicable, stating that, as of the Closing Date (or the 101 Hudson Street Controlling
Pari Passu Companion Loan Securitization Date or the related Servicing Shift Controlling Pari Passu Companion Loan Securitization
Date, as applicable), 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; and provided, further,
that in the event the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer,
the Master Servicer shall deposit such amounts into the Collection Account no later than the same Business Day that such properly
identified funds become available to the Master Servicer; and provided,


 






    -187-


     


    

 


further, that, for the avoidance of doubt,
nothing in the preceding provision shall contravene the obligations of the Master Servicer to make remittances and P&I Advances
as required pursuant to this Agreement including, without limitation, Section 4.06(a).


 


(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 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(s))). If the Special Servicer makes such a determination, it shall notify the Master Servicer


 






    -188-


     


    

 


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; provided that in the event the
Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer shall
deposit such amounts into the applicable Escrow Account(s) no later than the same Business Day that such properly identified funds
become available to the Master Servicer. 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, “Midland Loan
Services, a Division of PNC 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-C3, Commercial Mortgage Pass-Through
Certificates, Series 2016-C3, 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;


 


(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;


 






    -189-


     


    

 


(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 (or, with respect to any earnout escrows or reserves
subject to a Special Servicer Decision, the Special Servicer) shall not apply (or consent to the Master Servicer’s applying)
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 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


 






    -190-


     


    

 


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


 


(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; and provided, further,
that in the event the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer,
the Master Servicer shall deposit such amounts into the Collection Account no later than the same Business Day that such


 






    -191-


     


    

 


properly
identified funds become available to the Master Servicer; and provided, further, that, for the avoidance of doubt,
nothing in the preceding provision shall contravene the obligations of the Master Servicer to make remittances and P&I Advances
as required pursuant to this Agreement including, without limitation, Section 4.06(a).


 


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, 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


 






    -192-


     


    

 


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.


 


(d)          
[Reserved]


 


(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


 






    -193-


     


    

 


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 the Excess Interest received during the applicable Collection
Period.


 


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(k) of this Agreement.


 


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, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC 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 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


 






    -194-


     


    

 


interest, if any, earned on the investment of funds in such accounts) will be owned
by the Lower-Tier REMIC, the Excess Interest Distribution Account will be owned by the Grantor Trust, and the Upper-Tier REMIC
Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Upper-Tier
REMIC, each for federal income tax purposes.


 


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;


 


(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);


 






    -195-


     


    

 


(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; and provided, further, that in the event the Master
Servicer is in receipt of properly identified funds that are not available to the Master Servicer, the Master Servicer shall deposit
such amounts into the related Loan Combination Custodial Account no later than the same Business Day that such properly identified
funds become available to the Master Servicer; and provided, further, that, for the avoidance of doubt, nothing in
the preceding provision shall contravene the obligations of the Master Servicer to make remittances and P&I Advances as required
pursuant to this Agreement including, without limitation, Section 4.06(a).


 


(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 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


 






    -196-


     


    

 


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 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, the Special 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


 






    -197-


     


    

 


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 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


 






    -198-


     


    

 


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 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 the Trustee or the Special Servicer in connection with the enforcement of a
Mortgage Loan Seller’s obligations under Section 6(e) of the related Loan Purchase Agreement, 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;


 


(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


 






    -199-


     


    

 


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 Fees 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, 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.


 






    -200-


     


    

 


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.


 


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


 






    -201-


     


    

 


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 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 (888) 706-3565 (or
such alternative number provided by the Master Servicer to the Certificate Administrator in writing) and by electronic mail at
NoticeAdmin@midlandls.com (or such alternative email address 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.


 






    -202-


     


    

 


(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, promptly upon written direction from the Master Servicer (provided
that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the
occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have
provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date),
transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer
for deposit into the Collection Account for the following purposes:


 


(i)           
to reimburse the Master Servicer, the Special 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;


 


(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


 






    -203-


     


    

 





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 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


 






    -204-


     


    

 


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 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


 






    -205-


     


    

 


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 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.


 






    -206-


     


    

 


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 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


 






    -207-


     


    

 


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
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 or Principal Prepayments 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 amounts 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; and provided, further,
that in the event the Master Servicer is in receipt of properly identified funds that are not available to the Master Servicer,
the Master Servicer shall remit such amounts no later than the same Business Day that such properly identified funds become available
to the Master Servicer.


 






    -208-


     


    

 


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 (with respect to the Collection
Account, any Loan Combination Custodial Account or any Mortgagor Account) or the Special Servicer (with respect to any REO Accounts
and any Loss of Value Reserve Fund), as applicable, as an independent contractor to the Trust Fund) over each such investment and
any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its 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


 






    -209-


     


    

 


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 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 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


 






    -210-


     


    

 


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 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


 






    -211-


     


    

 





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 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


 






    -212-


     


    

 


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 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


 






    -213-


     


    

 


“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) 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.


 






    -214-


     


    

 


(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
“A(low)” as rated by DBRS, “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 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 under the
Loan Documents of a Serviced Loan,


 






    -215-


     


    

 


the Special Servicer shall promptly process and analyze such request, including the preparation
of written materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard whether
to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance
provision of such Serviced Loan. If the Master Servicer receives any such request with respect to Performing Serviced Loans, the
Master Servicer shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect
to any Performing Serviced Loan as to which Master Servicer and the Specially Servicer mutually agree, the Master Servicer shall
process and analyze any such request, including the preparation of written materials in connection with such analysis, in accordance
with the Servicing Standard, and provide its written recommendation as to whether or not to waive any right to accelerate payment
the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance provision of such Serviced Loan (with any
such recommended course of action to be subject to the Special Servicer’s consent).


 


Both the Master Servicer
and the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a)) 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 encumbrances of the
related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following receipt
of a request for a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (to the extent
that it is processing such request pursuant to the first paragraph of this Section 3.09(a), with the written consent of
the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or, with respect to a Serviced
Loan Combination, such longer period 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 Serviced Companion Loan Holder or its Companion
Loan Holder Representative) 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 pursuant to this Section 3.09(a)) 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: (1) 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; and (2) close the related transaction, subject to the consent of the Special Servicer obtained as described
above (if the


 






    -216-


     


    

 


Master Servicer is processing such request) and 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 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 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 or (3) the related Serviced Mortgage Loan (including a Serviced Mortgage Loan related
to a Serviced Loan Combination) has a principal balance less than $10,000,000; provided that, for the avoidance of doubt,
notwithstanding any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required
in connection with such waiver or grant of consent under any “due-on-encumbrance” provision if the related Serviced
Mortgage Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence. Further, neither the Master
Servicer nor the Special Servicer may waive the rights of the lender or grant


 






    -217-


     


    

 


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 or (3) the related Serviced Mortgage Loan (including
a Serviced Mortgage Loan related to a Serviced Loan Combination) has a principal balance less than $10,000,000; provided
that, for the avoidance of doubt, notwithstanding any provision contained in the related Loan Documents to the contrary, no Rating
Agency Confirmation shall be required in connection with such waiver or grant of consent under any “due-on-sale” provision
if the related Serviced Mortgage Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence. For
the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sales 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,
in each case to the extent not permitted 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, in each case to the extent not permitted 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.


 


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


 






    -218-


     


    

 


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)            
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 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 each of the Mortgage Loans identified on Exhibit Q
to this Agreement (each, a “Retained Defeasance Rights and Obligations Mortgage Loan” and,


 






    -219-


     


    

 


collectively, the
“Retained Defeasance Rights and Obligations Mortgage Loans”), the related Mortgage Loan Seller or originator
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 the related Mortgage Loan Seller or to the related Mortgage
Loan Seller’s assignee. Until such time as CCRE provides written notice to the contrary, the notice of a defeasance of a
Mortgage Loan with Retained Defeasance Rights and Obligations as to which CCRE is the related Mortgage Loan Seller shall be delivered
to Cantor Commercial Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022, Attention: Anthony Orso, fax number:
(212) 610-3623, with copies to General Counsel.


 


(ii)          
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.


 


(iii)         
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.


 


(iv)         
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.


 


(v)          
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


 






    -220-


     


    

 


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).


 


(vi)         
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.


 


(vii)        
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).


 


(viii)       
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 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 Serviced Loan 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


 






    -221-


     


    

 


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 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 Special Servicer that an Outside Serviced Mortgage Loan has become an AB Modified
Loan, the Special 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
Special 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 Special Servicer of the appraisal and any other information set forth
in the immediately preceding clause (i) that the Special Servicer reasonably expects to receive (and does receive within a reasonable
period of time) and reasonably believes is necessary to perform such calculation, 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 from
the Outside Servicer, Outside Special Servicer or Outside Trustee, as the case may be, with respect to such Outside Serviced Mortgage
Loan, and all other information relevant to a Collateral Deficiency Amount determination. In connection with its calculation of
a Collateral Deficiency Amount 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 appraisal or other information received from the related Outside Servicer,
Outside Special Servicer or


 






    -222-


     


    

 


Outside Trustee. The Special Servicer shall notify the Master Servicer and the Certificate Administrator
of any Collateral Deficiency Amount calculated by the Special Servicer with respect to an Outside Serviced Mortgage Loan that has
become an AB Modified Loan. The Master Servicer and the Certificate Administrator shall be entitled to conclusively rely on any
Collateral Deficiency Amounts calculated by the Special Servicer with respect to an Outside Serviced Mortgage Loan. Upon any other
party to this Agreement obtaining knowledge or receipt of notice that an Outside Serviced Mortgage Loan has become an AB Modified
Loan, such party shall promptly notify the Special Servicer thereof. None of the Trustee, the Certificate Administrator or the
Master Servicer shall calculate or verify any Collateral Deficiency Amount.


 


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, and, to the extent set forth
in Section 6.08 or Section 7.06, as applicable, for purposes of allocating Voting Rights in connection with certain
circumstances involving the termination of the Special Servicer or the Operating Advisor) 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 in the following order of priority: first, to the Class G Certificates; second, to the Class F
Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to
the Class C Certificates; sixth, to the Class B Certificates; seventh, to the Class A-S Certificates; 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,
and after taking into account the allocations contemplated by the prior sentence, 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
(in each case after taking into account any Appraisal Reduction Amounts allocated thereto): first, to the Class G Certificates;
and second, to the Class F 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 or, to the extent set forth in Section
6.08 or Section 7.06, as applicable, for the purposes of allocating Voting Rights in connection with certain circumstances
involving the termination of the Special Servicer or the Operating Advisor, 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.


 






    -223-


     


    

 


The Special Servicer
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 determination 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.


 


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


 






    -224-


     


    

 


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.


 


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.


 






    -225-


     


    

 


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.


 


(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


 






    -226-


     


    

 


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 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


 






    -227-


     


    

 


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 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


 









    -228-


     


    

 





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 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


 






    -229-


     


    

 


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
(including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan,
each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each 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 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 of this Agreement (whether or not the Special Servicer
elects to handle any related processing), (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, (iv) 100% of any Assumption Fees with respect to a Performing
Serviced Loan involving a transaction described in the definition of “Assumption Fees” 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 a transaction described in the definition of “Assumption Fees” consented to by the Special Servicer
(whether or not the Special Servicer elects to handle any related processing), (vi) the aggregate Prepayment Interest Excess
(exclusive of any portion thereof attributable to an


 






    -230-


     


    

 


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 with respect to the accounts held by the
Master Servicer pursuant to this Agreement or the related Loan Documents, including the Collection Account or any related subaccount,
any Escrow Account or related subaccount, any Loan Combination Custodial Account or related subaccount, any Lock-Box Account or
related subaccount or any reserve account or related subaccount, (viii) 100% of assumption application fees actually received
from Mortgagors on Performing Serviced Loans (if the related assumption was processed by the Master Servicer), (ix) 100% of
Consent Fees with respect to a Performing Serviced Loan that did not require the approval of, or processing by, the Special Servicer,
(x) 50% of any Consent Fees with respect to a Performing Serviced Loan consented to by the Special Servicer (regardless of
whether the Master Servicer or the Special Servicer processes the related servicing matter), (xi) 100% of Excess Penalty Charges
paid by the Mortgagors with respect to any Serviced Loan other than Excess Penalty Charges accrued during the period such Serviced
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), and (xii) 100% of fees for insufficient or returned
checks actually received from Mortgagors on all Serviced Loans; 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 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 any Performing Serviced Loan as to which the Mortgagor request does not relate to a Major Decision
or a Special Servicer Decision unless such Major Decision or Special Servicer Decision is being processed by the Master Servicer
with the mutual agreement of the Special Servicer, to the extent such fees are (i) not inconsistent with the related Loan Documents,
(ii) in accordance with the Servicing Standard and (iii) actually paid by or on behalf of the related Mortgagor.


 






    -231-


     


    

 


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.


 


Midland Loan Services,
a Division of PNC 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 Midland Loan Services, a Division of PNC Bank, National Association
and the Depositor a certificate substantially in the form 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. Midland Loan Services, a Division of PNC 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 Midland Loan Services, a Division of PNC 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.


 






    -232-


     


    

 


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 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


 






    -233-


     


    

 


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 (whether or not the Special Servicer elects to handle any related processing);
(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; (iv) 50% of any Assumption Fees with respect to a Performing Serviced Loan
involving a transaction described in the definition of “Assumption Fees” consented to by the Special Servicer (whether
or not the Special Servicer elects to handle any related processing); (v) 100% of Ancillary Fees (other than fees for insufficient
or returned checks) actually received from Mortgagors with respect to to accounts held by the Special Servicer pursuant to this
Agreement or the related Loan Documents, including the Loss of Value Reserve Fund and any REO Accounts; (vi) 100% of assumption
application fees actually received from Mortgagors on (a) Specially Serviced Loans and (b) Performing Serviced Loans if the related
assumption was processed by the Special Servicer; (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 (regardless of whether the
Master Servicer or the Special Servicer processes the related servicing matter); (ix) 100% of Excess Penalty Charges accrued with
respect to any Serviced Loan during the period such Serviced 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 related Serviced Loan is a Specially Serviced Loan even if collected when the Serviced
Loan is not a Specially Serviced Loan); and (x) any interest or other income earned on deposits in the REO Accounts and any
Loss of Value Reserve Fund. In addition, the Special Servicer shall be entitled to charge and retain reasonable review fees in
connection with any Mortgagor request with respect to any Specially Serviced Loan or any Performing Serviced Loan as to which the
Mortgagor request relates to a Major Decision or a Special Servicer Decision, to the extent such fees are (i) not inconsistent
with the related Loan Documents, (ii) in accordance with the Servicing Standard and (iii) 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.


 






    -234-


     


    

 


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, 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
as described in clause (w) of the definition of “Specially Serviced Loan” and which thereafter becomes a Corrected
Loan as a result of the Mortgagor making such three consecutive full and timely Monthly Payments as described in clause (w) of
the definition of “Specially Serviced Loan”, 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


 






    -235-


     


    

 


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
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


 






    -236-


     


    

 


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.


 


(f)           
With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Certificate Administrator,
within two Business Days following the related Determination 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


 






    -237-


     


    

 


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.


 


(h)          
If a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Controlling
Pari Passu Companion Loan Securitization Date, the Special Servicer shall service and administer the related Loan Combination and
any related REO Property in the same manner as any other Specially Serviced Loan or REO Property and shall be entitled to all rights
and compensation earned with respect to the related Loan Combination during the period for which it acts as Special Servicer of
the related Loan Combination. With respect to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Controlling
Pari Passu Companion Loan Securitization Date, no other special servicer will be entitled to any such compensation or have such
rights and obligations. If a Servicing Shift Mortgage Loan is still a Specially Serviced Mortgage Loan on the related Servicing
Shift Controlling Pari Passu Companion Loan Securitization Date, the related Outside Special Servicer and the Special Servicer
shall be entitled to compensation with respect to the related Loan Combination as if the Special Servicer were being terminated
as Special Servicer and the related Outside Special Servicer were replacing it as the successor special servicer. Upon receipt
of notice of its termination as Special Servicer with respect to a Servicing Shift Mortgage Loan, the Special Servicer shall reasonably
cooperate with the related Outside Special Servicer in connection with the servicing transition of such Servicing Shift Mortgage
Loan on and after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date.


 


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



 






    -238-


     


    

 


		(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 0.00250% 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 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


 






    -239-


     


    

 


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 Combination
previously determined to be Nonrecoverable Advances and previously reimbursed to the Master Servicer, the Special 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


 






    -240-


     


    

 


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, 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.


 






    -241-


     


    

 


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 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.


 


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 and shall not disclose such information to any other Person or entity except (i) with
respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information
other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required
under Section 3.29 of this Agreement or to discharge its other duties 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


 






    -242-


     


    

 


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 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


 






    -243-


     


    

 


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 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 “Rialto Capital
Advisors, LLC, as Special Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered
Holders of Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, [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 one (1) Business Day after receipt 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


 






    -244-


     


    

 


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 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 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


 






    -245-


     


    

 


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 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


 






    -246-


     


    

 


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.


 


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 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


 






    -247-


     


    

 


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 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


 






    -248-


     


    

 


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.


 


(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


 






    -249-


     


    

 


Expenses) for any REO Property sold hereunder shall be deposited in the Collection Account or,
if applicable, the related Loan Combination Custodial Account.


 


(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.


 






    -250-


     


    

 


(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 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


 






    -251-


     


    


 


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 subordinate nature of
the related Subordinate Companion Loan(s))), 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(s))) (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


 



    -252-


     


    

 


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 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 (at the expense of such Serviced Pari Passu Companion Loan Holder to the extent permitted under
the terms of the related Co-Lender Agreement; provided, that to the extent an Other Securitization Trust is the related Serviced
Pari Passu Companion Loan Holder, no such expense shall be payable out of such Other Securitization Trust or by the parties to
the related Other Pooling and Servicing Agreement): (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


 



    -253-


     


    

 


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-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 not be
permitted or required to sell any related Serviced Subordinate Companion Loan together with such Serviced Mortgage Loan and any
related Serviced Pari Passu Companion Loan as a single whole loan except as required by the related Co-Lender Agreement.


 


(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


 



    -254-


     


    

 


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.


 


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,
within five (5) Business Days following completion, deliver or make available a copy (in electronic format) of each such report
to (i) in the case of any such report prepared by the Special Servicer, the Master Servicer (who shall deliver or make available
such report to the Certificate Administrator) or (ii) in the case of any such report prepared by the Master Servicer or received
by the Master Servicer pursuant to clause (i) of this sentence, 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.


 



    -255-


     


    

 


(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 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


 



    -256-


     


    

 


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
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


 



    -257-


     


    

 


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)          None
of the Master Servicer, the Special Servicer or 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, 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


 



    -258-


     


    

 


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;


 


(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, the Special 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


 



    -259-


     


    

 


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 the case of an Emergency Advance, 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, in the case
of an Emergency Advance, 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; provided that the Special Servicer may in its sole discretion elect
to make an Emergency Advance, and the Master Servicer shall reimburse the Special Servicer for such Property Advance (with interest
thereon), provided that such Advance is not determined by the Master Servicer, in accordance with the Servicing Standard, to be
nonrecoverable. 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.


 


(f)           Within
five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all
information and documentation regarding the subject Emergency Advance as the Master Servicer may reasonably request, and the Master
Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any such unreimbursed
Emergency Advances (other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c)
of this Agreement, to be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate
sentence of Section 3.20(e), together with interest thereon at the Advance Rate from the date made to, but not including,
the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days
of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account
designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Emergency
Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.20(f), the Master
Servicer shall for all purposes of this Agreement be deemed to have made such Emergency Advance at the same time as the Special
Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such
Emergency Advance, together with interest thereon at the Advance Rate, at the same time, in the same manner and to the same extent
as the Master Servicer would


 



    -260-


     


    

 


otherwise have been entitled if it had actually made such Emergency Advance at the time the Special
Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall not be required
to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with Section 3.20(c)
of this Agreement that such Emergency Advance, although not characterized by the Special Servicer as a Nonrecoverable Property
Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer in writing of such
determination and, if applicable, such Nonrecoverable Property Advance shall be reimbursed to the Special Servicer pursuant to
Section 3.06(a) of this Agreement.


 


Section 3.21     Appointment
of Special Servicer; Asset Status Reports.


 


(a)          Rialto
Capital Advisors, LLC 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 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;


 



    -261-


     


    

 


(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 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


 



    -262-


     


    

 


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 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.


 



    -263-


     


    

 


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.


 


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


 



    -264-


     


    

 


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.


 


With respect to a Servicing Shift Loan
Combination that is a Serviced Outside Controlled Loan Combination, notwithstanding the foregoing or any other provision of this
Agreement to the contrary, prior to the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date, no request
for approval of the Controlling Class Representative shall be made on any matter related to such Servicing Shift Loan Combination,
nor shall the Operating Advisor have the right to consult on any matter related to such Servicing Shift Loan Combination, nor shall
the Controlling Class Representative have the right to approve Asset Status Reports related to such Servicing Shift Loan Combination,
except that the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event and
only if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation rights, if any,
of the holder of the related Servicing Shift Mortgage Loan with respect to Asset Status Reports, Major Decisions and any proposed
sale of such Servicing Shift Mortgage Loan set forth in the applicable Co-Lender Agreement. With respect to a Servicing Shift Loan
Combination that is a Serviced Outside Controlled Loan Combination and any related REO Property, prior to the related Servicing
Shift Controlling Pari Passu Companion Loan Securitization Date, the Outside Controlling Note Holder with respect to such Servicing
Shift Loan Combination shall exercise all approval rights regarding any Asset Status Report in respect of such Servicing Shift
Loan Combination or REO Property set forth in the second paragraph of this Section 3.21(b) without regard to the occurrence
of any Control Termination Event or Consultation Termination Event.


 


(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


 



    -265-


     


    

 


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 or the REMIC Provisions, require or cause the Special Servicer to violate the
terms of any Mortgage Loan or Serviced Loan Combination, any related Loan Documents, any related Co-Lender Agreement or any intercreditor
agreement, expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing the rights
and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with
respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees 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, materially expand the scope of any Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in a manner
that in the reasonable judgment of the Special Servicer is not in the best interests of the Certificateholders and/or the Serviced
Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation of the Operating
Advisor.


 


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.


 



    -266-


     


    

 


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 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


 



    -267-


     


    

 


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 (commencing in 2017), 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 any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment (A) does not constitute
a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision and the Master Servicer
is processing such modification, waiver or amendment subject to the consent of the Special Servicer as provided in the immediately
succeeding paragraph), or (ii) with respect to any Specially Serviced Loan or (if the related modification, waiver or amendment
constitutes a Special Servicer Decision or Major Decision unless the Master Servicer is processing such modification, waiver or
amendment as provided in the immediately succeeding paragraph) any Performing Serviced Loan, the Special Servicer, in each case
subject to any applicable consultation rights of the Operating Advisor (if any), any applicable consent and/or consultation rights
of the related Directing Holder with respect to Major Decisions 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 or other action constitutes (i) a Major Decision or (ii) a Special
Servicer Decision, the Master Servicer (if (x) the Master Servicer and the Special Servicer have mutually agreed that the Master
Servicer shall process such modification, waiver or amendment or (y) such modification, waiver, amendment or other action constitutes
a Special Servicer Decision described in subclauses (i) and (ii) of clause (e) of the definition of “Special Servicer Decision”)
shall obtain the consent of the Special Servicer, and, in each case, to the extent any modification, waiver, amendment 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


 



    -268-


     


    

 


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 or the Master Servicer,
as applicable, shall be permitted without the prior written consent of the Special Servicer or the Master Servicer, as applicable.


 


The Special Servicer shall process
any modification, waiver, amendment or other action that constitutes a Major Decision or Special Servicer Decision with respect
to: (a) any Specially Serviced Loan; and (b) any Performing Serviced Loan unless the Special Servicer and the Master Servicer have
mutually agreed that the Master Servicer shall process such Major Decision or Special Servicer Decision with respect to such Performing
serviced Loan (provided that, the Master Servicer shall, without the need for any such mutual agreement, process any Special Servicer
Decision described in subclauses (i) and (ii) of clause (e) of the definition of “Special Servicer Decision”) subject,
in each case, to the consent of the Special Servicer as set forth below.


 


With respect to Performing Serviced
Loans, the Master Servicer, prior to taking (or making a determination not to take) any action with respect to any modification,
waiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer Decision, shall refer the request
to the Special Servicer, and the Special Servicer shall process the request directly or, if mutually agreed to by the Special Servicer
and the Master Servicer, the Master Servicer shall process such request (provided that, the Master Servicer shall, without the
need for any such mutual agreement, process any Special Servicer Decision described in subclauses (i) and (ii) of clause (e) of
the definition of “Special Servicer Decision” with respect to any Performing Serviced Loan) subject to the consent
of the Special Servicer as set forth below.


 


When the Special Servicer’s consent
is required with respect to any modification, waiver, amendment, consent or other action that is a Major Decision or a Special
Servicer Decision with respect to a Performing Serviced Loan (i.e., when (x) the Master Servicer and Special Servicer have mutually
agreed that the Master Servicer shall process such modification, waiver or amendment with respect to a Performing Serviced Loan
or (y) the Master Servicer is processing any Special Servicer Decision described in subclauses (i) and (ii) of clause (e) of the
definition of “Special Servicer Decision” with respect to any Performing Serviced Loan, in each case, as set forth
in the preceding paragraphs), the Master Servicer shall, in a manner consistent with the Servicing Standard, 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


 



    -269-


     


    

 


grant its consent, and in 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.
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, 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 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 period 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 Serviced Companion Loan Holder or its Companion Loan Holder Representative)
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, the Master Servicer, without the consent or consultation of the Special Servicer, the Operating Advisor and/or the Directing


 



    -270-


     


    

 


Holder, shall process and determine whether to consent to or approve any request by the related Mortgagor with respect to any action
that is not (1) a Major Decision, (2) a Special Servicer Decision or (3) an action with respect to which the Special Servicer’s
consent is required pursuant to Section 3.09 of this Agreement.


 


(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 (in each case, if it is the party processing
the related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing 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.


 


(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


 



    -271-


     


    

 


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 5 years prior to the Rated Final Distribution Date; or


 


(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


 



    -272-


     


    

 


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) any such consent rights shall be exercised by the Controlling Class Representative (unless a Control Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a Control Termination
Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance with Section 3.01(i),
and (b) any such consultation rights 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) or by the Special Servicer (if a Consultation
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance with
Section 3.01(i). The Master Servicer shall only be obligated to forward any requests received from the related Outside Servicer
or the related Outside Special Servicer, as applicable, for such consent and/or consultation to the Special Servicer (who shall
forward any such request to the Controlling Class Representative except if a Control Termination Event or Consultation Termination
Event, as applicable, has occurred and is continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), and
the Master Servicer shall have no right or obligation to exercise any such consent or consultation rights.


 


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 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 (i) the related Mortgage Loan is a Performing Serviced
Loan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major Decision)
or the Special Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the particular
obligation would constitute a Special Servicer Decision or a Major 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.


 


(a)          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


 



    -273-


     


    

 


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. In addition to the foregoing, with respect to each Servicing
Shift Loan Combination, after the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date the related
Mortgage Loan shall be an Outside Serviced Mortgage Loan, and the rights, duties and obligations of the Issuing Entity and the
parties to this Agreement shall be as set forth herein with respect to Outside Serviced Mortgage Loans.


 


(b)          With
respect to each Servicing Shift Loan Combination, prior to the related Servicing Shift Controlling Pari Passu Companion Loan Securitization
Date, the Custodian shall hold the Mortgage File with respect to such Servicing Shift Loan Combination. Following the related Servicing
Shift Controlling Pari Passu Companion Loan Securitization Date and upon the transfer of servicing of the related Servicing Shift
Mortgage Loan to the related Outside Servicing Agreement in accordance with the related Co-Lender Agreement, (i) the Custodian
shall transfer the Mortgage File (other than the Note(s) evidencing the related Servicing Shift Mortgage Loan and corresponding
allonges, the originals of which shall be retained by the Custodian) for such Servicing Shift Loan Combination to the related Outside
Trustee (provided that the Custodian shall retain a photocopy of the Mortgage File) in accordance with the provisions and conditions
set forth in clause (B) of the second paragraph of Section 2.01(c) and (ii) the Master Servicer shall, upon written request,
if the Master Servicer is not the related Outside Servicer, transfer the Servicing File along with any escrows or reserve funds
held for such Servicing Shift Loan Combination to the related Outside Servicer.


 


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, the Special 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, the Special 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,


 



    -274-


     


    

 


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 potential election by the Master Servicer, the Special 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, the Special 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, the Special 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, the Special 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, the Special 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, the Special 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, the Special 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
or the Special Servicer, as applicable, has not timely received from the Trustee information requested by the Master Servicer or
the Special Servicer, as applicable, to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided
that, if clause (1), (2) or (3) apply, the Master Servicer, the Special 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, the Special 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, the Special 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 parties 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, the Special Servicer or the Trustee to otherwise be reimbursed for such Nonrecoverable Advance
immediately (together with interest thereon). Any such election by the Master Servicer, the Special 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


 



    -275-


     


    

 


interest on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None
of the Master Servicer, the Special 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 or any duty under this Agreement. The Master
Servicer’s, the Special 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, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall give the Master Servicer, the Special 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(s) that represents the Serviced Companion Loan(s). 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(s) 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


 



    -276-


     


    

 


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, 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


 



    -277-


     


    

 


(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 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.


 


(e)          With
respect to the Potomac Mills Loan Combination, the parties hereto acknowledge that the Potomac Mills Co-Lender Agreement provides
that if one or more Potomac Mills Subordinate Companion Loan Holders exercise their right under Section 12 of the Potomac Mills
Co-Lender Agreement to purchase the Potomac Mills Mortgage Loan and the Potomac Mills Pari Passu Companion Loans, upon the Potomac
Mills Loan Combination being transferred to such Potomac Mills Subordinate Companion Loan Holders, the Potomac Mills Subordinate
Companion Loan Holders shall be entitled to terminate this Agreement solely with respect to the Potomac Mills Loan Combination
in their sole discretion, without payment of any termination fees.


 


Section 3.29     Appointment
and Duties of the Operating Advisor.


 


(a)          Trimont
Real Estate Advisors, 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,


 



    -278-


     


    

 


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.


 


(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


 



    -279-


     


    

 


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 (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, 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


 



    -280-


     


    

 


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
and any Collateral Deficiency 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, Collateral Deficiency 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.


 


(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, (ii) Collateral Deficiency Amounts or (iii) 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.


 



    -281-


     


    

 


(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 Serviced Loans 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
Loan (without regard to whether the related 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 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.


 



    -282-


     


    

 


(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 (but only to the extent such fee is actually received from the related Mortgagor
as a separately identifiable fee) 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, and shall deposit any Operating Advisor Consulting Fee so collected from the related Mortgagor into the Collection Account.
The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee
payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard,
but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of
such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special
Servicer, as applicable, shall consult (on a non-binding basis) with the Operating Advisor prior to any such waiver or reduction.


 


(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 if the subject action is not a Major Decision or
a Special Servicer Decision) or the Special Servicer (with respect to Specially


 



    -283-


     


    

 


Serviced Loans and REO Properties and with respect
to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision), 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, and as of the date of determination is acting, as the master servicer or special servicer, as applicable,
on a transaction level basis with respect to a commercial mortgage loan securitization as 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
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) DBRS 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 DBRS 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


 



    -284-


     


    

 


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, by the Master Servicer (with respect to Performing
Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect
to Specially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision
or a Special Servicer Decision), as applicable); provided, that the Master Servicer (with respect to Performing Serviced
Loans if the subject action is not a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision or a
Special Servicer Decision), 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 (including, but not limited
to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (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


 



    -285-


     


    

 


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.


 


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


 



    -286-


     


    

 


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 (unless a loan-by-loan segregation is later performed by the
Certificate Administrator in which case 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 in such a manner that an Excluded
Controlling Class Holder will only be prohibited from accessing Excluded Information with respect to those Excluded Controlling
Class Mortgage Loan(s) for which such Excluded Controlling Class Holder is a Borrower Party; provided that the foregoing
shall not be construed as an affirmative obligation for the Certificate Administrator to perform such segregation). 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. 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 entitled to obtain (upon reasonable request) such information in accordance with
Section 4.02(e) of this Agreement.


 


Section 3.33     Litigation
Control.


 


(a)          The
Special Servicer (with respect to each Mortgage Loan and Serviced Loan Combination other than any Excluded Special Servicer Mortgage
Loan) shall in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor,
guarantor, other obligor on the related Note or any affiliates thereof (each a “Borrower-Related Party”) against
the Trust (including, without limitation, any action in which both the Trust and the Master Servicer are named) and/or the Special
Servicer, and represent the interests of the Trust in any litigation relating to a Mortgage Loan or Loan Combination, as applicable,
the related Mortgaged Property or other collateral securing such Mortgage Loan or Loan Combination, or the enforcement of the obligations
of a Borrower-Related Party under the related Loan Documents (“Loan-Related Litigation”). In the event that
the Master Servicer is named in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related Litigation
(and regardless of whether the Trust is named), the Master Servicer shall notify the Special Servicer of such litigation as soon
as practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of such Loan-Related
Litigation.


 


(b)          To
the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the Special Servicer is named, in
order to effectuate the role of such Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer


 



    -287-


     


    

 


shall (i) provide quarterly status reports to the Special Servicer, regarding such Loan-Related Litigation; (ii) use reasonable
efforts to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master
Servicer remains a party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to material
decisions and material monetary settlements related to the interests of the Trust in such Loan-Related Litigation, including but
not limited to the selection of counsel. If and/or once the Trust and/or the Special Servicer are named, the Special Servicer shall
assume control of the Loan-Related Litigation as provided in Section 3.33(a) above, the Master Servicer shall no longer
have the reporting obligation set forth above and the Special Servicer’s selection of counsel shall be subject to the consent of
the Master Servicer which consent shall not be unreasonably withheld, delayed or conditioned. Further, if there are claims against
the Master Servicer, the Trust and the Special Servicer, each party at the request of the other shall enter into a joint defense
agreement in accordance with Section 3.33(h) below.


 


(c)          The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related
Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Controlling Class
Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Consultation Termination
Event has occurred and is continuing and to the extent the identity of the Controlling Class Representative is actually known to
the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity
of the Controlling Class Representative), and the related holder of any Companion Loan (if such matter affects a Companion Loan
and to the extent the identity of the holder of such Companion Loan is actually known to the Special Servicer), and the Controlling
Class Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Control Termination
Event has occurred and is continuing) has not objected in writing within five (5) Business Days of having been notified thereof
and having been provided with all information that the Controlling Class Representative has reasonably requested with respect thereto
promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been
received by the Special Servicer within such 5 Business Day period, then the Controlling Class Representative shall be deemed to
have approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing Standard)
that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Loan Combination,
the related Companion Loan Holders, the Special Servicer may take such action without waiting for the Controlling Class Representative’s
response.


 


(d)          Notwithstanding
anything to the contrary in this Section 3.33, neither of the Special Servicer nor the Master Servicer shall follow any
advice, direction or consultation provided by the Controlling Class Representative that would require or cause such Special Servicer
or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause
such Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause such Special
Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or 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 any Trust
REMIC created hereunder to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to qualify as a grantor trust


 



    -288-


     


    

 


for federal income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s, the Master Servicer’s, the
Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.


 


(e)          Notwithstanding
the right of the Special Servicer provided in this Section to represent the interests of the Trust in Loan-Related Litigation,
the Master Servicer shall retain the right at all times to make final decisions in the Master Servicer’s reasonable discretion,
relating to claims against the Master Servicer where a settlement by the Special Servicer does not meet the conditions set forth
in subclauses (i) through (v) of the first sentence of clause (g) below, including but not limited to the right to engage separate
counsel, to make settlement decisions with respect to claims asserted against the Master Servicer and to appear in any proceeding
on its own behalf. The cost related to or incurred in connection with exercising such rights shall be subject to indemnification
as and to the extent provided in this Agreement. For the sake of clarity, the Master Servicer’s rights do not include the
right to settle any claims against the Master Servicer without the Special Servicer’s consent if such settlement would (i)
contain any admission of liability or wrongdoing on the part of the Master Servicer, the Trust, the Special Servicer or any other
party to this Agreement, (ii) provide for the payment of damages or any sums for which the Master Servicer will seek indemnification
from the Trust or any party to this Agreement or (iii) prejudice or impair the defense or counterclaims of the Trust or any party
to this Agreement with respect to such Loan-Related Litigation.


 


(f)           Further,
nothing in this Section shall require the Master Servicer, any Special Servicer or any other party to this Agreement to take or
fail to take any action which, in such party’s good faith and reasonable judgment, may result in a violation of the REMIC
Provisions or Grantor Trust Provisions, subject the Master Servicer, any Special Servicer or other such party to liability, or
materially expand the scope of the Master Servicer’s, any Special Servicer or such party’s obligations under this Agreement.


 


(g)          Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer may
not direct the Master Servicer to settle any claims asserted against the Master Servicer (whether or not the Trust or the Special
Servicer is named in any such claims or Loan-Related Litigation) without the consent of the Master Servicer unless (i) such settlement
or other direction does not contain or require any admission of liability, wrongdoing or consent to injunctive relief on the part
of the Master Servicer and the Master Servicer is fully released, (ii) the cost of such settlement or any resulting judgment is
and shall be paid by the Trust pursuant to the terms of this Agreement, and payment of such cost or judgment is provided for in
this Agreement, (iii) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs
and expenses of the Master Servicer incurred in defending and settling the Loan-Related Litigation and for any related judgment,
(iv) any action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer)
to be in compliance with the Servicing Standard, and (v) the Special Servicer provides the Master Servicer with assurance reasonably
satisfactory to the Master Servicer as to the items in clauses (i), (ii), (iii) and (iv). With respect to any material settlements
with respect to any Mortgage Loan other than an Excluded Mortgage Loan, the Special Servicer shall be required to obtain the consent
or consultation of the


 



    -289-


     


    

 


Controlling Class Representative prior to the occurrence and continuance of a Control Termination Event
or Consultation Termination Event, respectively.


 


(h)          In
the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer
and the Special Servicer shall (i) to the extent that the Master Servicer and the Special Servicer deem it appropriate, use reasonable
efforts to enter into a joint defense agreement and (ii) cooperate with each other to afford the Master Servicer and the Special
Servicer the rights afforded to such party in this Section.


 


(i)           This
Section shall not apply in and to the extent that the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation on
behalf of the Trust in accordance with the Servicing Standard.


 


(j)           Notwithstanding
the foregoing, and subject to the requirements of the second sentence in the second paragraph of Section 3.01(a) of this
Agreement and subject to the power of attorney, (x) in the event that any action, suit, litigation or proceeding names the Trustee,
Certificate Administrator, Custodian or Operating Advisor, in its respective individual capacity, or in the event that any judgment
is rendered against the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual capacity,
the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, upon prior written notice to the Master
Servicer or the Special Servicer, as applicable, may retain separate counsel and appear in any such proceeding on its own behalf
in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (y)
in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the
enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Loan Documents, or otherwise relating
to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the
prior written consent of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, (i) initiate an
action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as
applicable, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, (iii) settle any claim giving rise to liability to the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, in its individual capacity, or (iv) prepare, execute or deliver any government filings,
forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that actually
causes, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, to be registered to do business
in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the
unwillingness of the Trustee, Certificate Administrator, Custodian or Operating Advisor to grant such consent); and (z) in the
event that any court finds that the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, is a necessary
party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan,
the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, shall have the right to retain
separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as
Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, or individually (but not to otherwise direct,
manage or 


 



    -290-


     


    

 


prosecute such litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude the
Special Servicer (with respect to any material Loan-Related Litigation with respect to any Mortgage Loan other than an Excluded
Mortgage Loan, with the consent or consultation of the Controlling Class Representative prior to the occurrence and continuance
of a Control Termination Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or
proceeding in its own name as representative of the Trust.


 


(k)          Notwithstanding
the foregoing or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall
have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced
or at any time during the continuance of such Loan-Related Litigation, Rialto Capital Advisors, LLC is no longer the Special Servicer
with respect to the related Mortgage Loan or related Loan Combination or has received notice of its replacement as Special Servicer
with respect to the related Mortgage Loan or related Loan Combination whether or not such replacement is effective or (ii) the
Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter, or any of their respective affiliates
is an adverse party (with respect to the Trust or the Special Servicer) in such Loan-Related Litigation or holds any interest which
is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Loan Combination (or any portion thereof)
or the related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to in writing by each of the
Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that is such a party or holds such interest.
For the avoidance of doubt, the rights and obligations of the Master Servicer and the Special Servicer relating to any Loan-Related
Litigation shall be limited solely to the representation of the Trust and itself, separate and apart from the interests of any
other party thereto. For the further avoidance of doubt, in such circumstance described in this paragraph, the rights and obligations
of the Master Servicer and the Special Servicer relating to litigation shall be as otherwise set forth with respect to servicing
in this Agreement.


 


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 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 (commencing in 2017), pursuant to Section 3.23
of this Agreement, the Certificate Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld
Amounts on deposit therein 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


 



    -291-


     


    

 


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 Principal Balance Certificates 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 Principal Balance Certificates
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 Principal Balance Certificates 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.


 


(iii)         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 and to the Holders
of the Class R Certificates 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, Class X-B,
Class X-D, Class X-E, Class X-F and Class X-G 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;


 


(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):


 



    -292-


     


    

 


(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;


 


(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 each related Realized
Loss was allocated to such Class;


 


(iv)         Fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(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 Holders of the


 



    -293-


     


    

 


Class A-S 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;


 


(vi)         Sixth,
to the Holders of the Class A-S 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 each related
Realized Loss was allocated to such Class;


 


(vii)        Seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(viii)       Eighth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S Certificates have
been reduced to zero, to the Holders of the Class B 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;


 


(ix)          Ninth,
to the Holders of the Class B 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 each related
Realized Loss was allocated to such Class;


 


(x)           Tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xi)          Eleventh,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S and Class B Certificates
have been reduced to zero, to the Holders of the Class C 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;


 


(xii)         Twelfth,
to the Holders of the Class C 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 each related
Realized Loss was allocated to such Class;


 


(xiii)        Thirteenth,
to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
of that Class;


 


(xiv)        Fourteenth,
after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B and Class
C Certificates 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


 



    -294-


     


    

 


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 interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each 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, Class A-S, Class B, Class C and
Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the 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 each 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 A-S, Class B, Class C, Class
D and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the 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 each 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 A-S, Class B, Class C, Class
D, Class E and Class F Certificates have been reduced to zero, to the Holders of the Class G Certificates, in reduction of
the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the
portion of such Principal


 



    -295-


     


    


 


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 Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related
Realized Loss was allocated to such Class; and


 


(xxv)       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 (xxv) above.


 


All distributions of interest made
in respect of a Class of the Class X Certificates on any Distribution Date pursuant to this Section 4.01(b) or pursuant
to 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, until the Notional Amounts of the Class X-A and Class X-B Certificates and the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates have
been reduced to zero, 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 X-E, Class X-F,
Class X-G, Class E, Class F, Class G, Class S 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, Class X-A and Class A-S Certificates, and (y) the group (the “YM Group B” and collectively
with the YM Group A, the “YM Groups”) of the Class X-B, Class B, Class C and Class D Certificates, pro rata
based on the aggregate amount of principal distributed with respect to the Classes of Principal Balance Certificates in each YM
Group on such Distribution Date, and (B) then the portion of such Yield Maintenance Charge allocated to each


 



    -296-


     


    

 


YM Group shall
be further allocated as among the Classes of Regular Certificates in such YM Group, in the following manner: (1) each Class of
Principal Balance Certificates in such YM Group shall entitle the applicable Certificateholders to receive on the applicable Distribution
Date 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 Principal Balance Certificates on such Distribution Date, and the denominator of which
is the total amount of principal distributed to all of the Principal Balance Certificates in such YM Group on such Distribution
Date, (y) the Base Interest Fraction for the related Principal Prepayment and such Class of Principal Balance Certificates
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
clause (1) shall be distributed to the Class of Class X Certificates in such YM Group. If there is more than one Class of Principal
Balance Certificates in either YM Group entitled to distributions of principal on any particular Distribution Date on which Yield
Maintenance Charges are distributable to such Classes, then the aggregate amount of such Yield Maintenance Charges shall be allocated
among all such Classes of Principal Balance Certificates 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.


 


Notwithstanding the foregoing provisions
of this Section 4.01(c), on each Distribution Date after the Class X-A Notional Amount and 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, Class A-S, Class B, Class C and Class
D Certificates have been reduced to zero, 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 Class E, Class F and Class G Certificates (collectively, the
“Subordinate YM Certificates”) as follows: each such Class of Subordinate YM Certificates shall entitle the
applicable Certificateholders to receive on the applicable Distribution Date 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 Subordinate
YM Certificates on such Distribution Date, and the denominator of which is the total amount of principal distributed to all of
the Subordinate YM Certificates on such Distribution Date, and (y) the total amount of Yield Maintenance Charges to be distributed
on such Distribution Date. If there is more than one Class of Subordinate YM Certificates entitled to distributions of principal
on any particular Distribution Date on which Yield Maintenance Charges are distributable to such Class(es), then the aggregate
amount of such Yield Maintenance Charges shall be allocated among all such Classes of Subordinate YM Certificates up to, and on
a pro rata basis in accordance with, their respective entitlements in those Yield Maintenance Charges in accordance with
the preceding sentence of this paragraph.


 


Any Yield Maintenance Charge that is
to be distributed to the Regular Certificates 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.


 



    -297-


     


    

 


(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 (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 any Realized
Loss allocable to such Certificates, 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 Principal Balance Certificates 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, on such Distribution Date. On each
Distribution Date, any Realized Loss for such Distribution Date will be allocated to the following Classes of Principal Balance
Certificates in the following order, until the Certificate Balance of each such Class of Certificates is reduced to zero: first,
to the Class G Certificates; second, to the Class F Certificates; third, to the Class E Certificates;
fourth, to the Class D Certificates; fifth, to the Class C Certificates; sixth, to the Class B Certificates;
seventh, to the Class A-S Certificates; 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 Principal Balance Certificates 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. 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
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


 



    -298-


     


    

 


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 Principal Balance Certificates 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, and the Interest Shortfall with respect to each affected Class of Regular Certificates
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 Principal Balance Certificates had never been written down (and, to the extent
that the Certificate Balance of, and/or any interest payable on, any Class of Regular Certificates 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 Principal Balance Certificates (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
such Lower-Tier Regular Interest, as the case may be) shall be decreased by such amount.


 


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, Class A-AB and Class A-S Certificates
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 Certificates 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.
The Notional Amount of the Class X-E Certificates and the Component Notional Amount of the Class X-E Component will be reduced
to reflect reductions of the Certificate Balance of the Class E Certificates and of the Lower-Tier Principal Balance of the Lower-Tier
Regular Interest designated as the Class LE Interest, in any event resulting from allocations of Realized Losses. The Notional
Amount of the Class X-F Certificates and the Component Notional Amount of the Class X-F Component will be reduced to reflect reductions
of the Certificate Balance of the Class F Certificates and of the Lower-Tier Principal Balance of the Lower-Tier Regular Interest
designated as the Class LF Interest, in any event resulting from allocations of Realized Losses. The Notional Amount of the Class
X-G Certificates and the Component Notional Amount of the Class X-G Component will be reduced to reflect reductions of the Certificate
Balance of the Class G Certificates and of the Lower-Tier Principal Balance of the Lower-Tier Regular Interest designated as the
Class LG Interest, in any event resulting from allocations of Realized Losses.


 



    -299-


     


    

 


(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


 


(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


 



    -300-


     


    

 


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, pro rata, based upon the respective Interest Accrual Amounts with respect to such Classes of Regular Certificates
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 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 Principal
Balance Certificates 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 Principal Balance Certificates or such Component, as applicable.


 


(k)          On
each Distribution Date, any Excess Interest received during the related Collection Period (or, in the case of an ARD Mortgage Loan
that is an Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately preceding the related
Master Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans shall be distributed to
the Holders of the Excess Interest Certificates from the Excess Interest Distribution Account.


 


(l)           The
various amounts distributable on any Class of Certificates on any Distribution Date pursuant to multiple subsections of, or multiple
clauses of any subsection of, this Section 4.01 shall be so distributed in a single, aggregate distribution to the Holders
of such Class of Certificates on such Distribution Date.


 



    -301-


     


    

 


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;


 


(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;


 



    -302-


     


    

 


(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, 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 for such Distribution Date;


 


(O)       any
unpaid Interest Distribution Amount in respect of each Class of Regular Certificates after giving effect to the distributions made
on such Distribution Date;


 


(P)        the
Pass-Through Rate for each Class of Regular Certificates 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


 



    -303-


     


    

 


Class of Regular Certificates 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 due
to Realized Losses;


 


(R)        the
Certificate Factor for each Class of Regular Certificates 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;


 


(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 and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction Amounts,
Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount 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)     the identity of
the Controlling Class Representative;


 


(DD)    such additional information
as contemplated by Exhibit D to this Agreement; and


 



    -304-


     


    

 


(EE)      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 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:


 


(ii)          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;


 



    -305-


     


    

 


(iii)         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;


 


(iv)         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;


 


(v)          the
following documents, which shall be made available under a tab or heading designated “additional documents”:


 


(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 pursuant 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;


 


(vi)         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;


 



    -306-


     


    

 


(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;


 


(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;


 



    -307-


     


    

 


(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;


 


(vii)        the
Investor Q&A Forum; and


 


(viii)       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 the foregoing, 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 to such Controlling Class Representative or Controlling
Class Certificateholder via 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 entitled to obtain (upon reasonable request) such information in accordance with Section 4.02(e) of this Agreement.


 


Notwithstanding any of the foregoing
to the contrary, if the Special Servicer is a Borrower Party with respect to any Mortgage Loan, it shall nevertheless have access
to the Certificate Administrator’s Website; provided, that the Special Servicer hereby agrees not to access, and is
not permitted to access, Excluded Special Servicer Information with respect to any Excluded Special Servicer Mortgage Loan (but
shall be permitted to access any information with respect to any Mortgage Loan other than any related Excluded Special Servicer
Mortgage Loan) made available on the Certificate Administrator’s Website or otherwise pursuant to this Agreement. If the
Special Servicer is a Borrower Party with respect to any Excluded Special Servicer Mortgage Loan, the Special Servicer (i) shall
not directly or indirectly provide any information related to any Excluded Special Servicer Mortgage Loan to (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
any 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 any related Borrower Party or the related Mortgaged Property, 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 Mortgage Loan Special Servicer to any information on
the Certificate Administrator’s website related to any Excluded Special Servicer Mortgage Loan.


 



    -308-


     


    

 


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, as the case may be, 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 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


 



    -309-


     


    

 


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 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


 



    -310-


     


    

 


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 1-888-855-9695.


 


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 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


 



    -311-


     


    

 


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 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


 



    -312-


     


    

 


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, 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


 



    -313-


     


    

 


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.


 


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 and the Special
Servicer 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 


 



    -314-


     


    

 


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. The Master Servicer shall also deliver or cause to be delivered the foregoing reports identified
in this subsection (b) to any master servicer of a securitization of a Serviced Companion Loan no later than the Business Day prior
to each Distribution Date or any earlier timeframe specified in the related Co-Lender Agreement.


 


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 no later than 4:00 p.m. on the
Business Day before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets
(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
calendar quarter ending March 31, 2017, 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


 



    -315-


     


    

 


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, 2017, 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 Serviced Loan related to any Significant Obligor, (a) the Master Servicer (with respect to
Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall be required
to complete (and, in the case of the Special Servicer, to deliver to the Master Servicer) any CREFC files, reports and/or templates
necessary in order to comply with (or, in the case of the Special Servicer, to facilitate compliance 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.


 


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.


 



    -316-


     


    

 


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.


 


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.


 


    -317-


     


    

 



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 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


 



    -318-


     


    

 


(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 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


 



    -319-


     


    

 


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 Mortgage 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 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


 



    -320-


     


    

 


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 the 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) and “partnership representative” of each Trust REMIC (within the meaning of Code Section 6223,
to the extent such provision is applicable to the Trust REMICs). 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 (or partnership representative if applicable). The Certificate Administrator shall
act as attorney-in-fact and agent for the tax matters person (or partnership representative if applicable) of each Trust REMIC,
and each Holder of a Percentage Interest in the Class R Certificates, by acceptance 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


 



    -321-


     


    

 


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 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 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: (i) each Mortgage Loan
will pay


 



    -322-


     


    

 


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 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 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


 



    -323-


     


    

 


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 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;


 



    -324-


     


    

 


(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 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 


 



    -325-


     


    

 


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 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;


 



    -326-


     


    

 


(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 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)


 



    -327-


     


    

 


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 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 or the Special 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 or the Special Servicer, as applicable, has consulted with the related Outside
Servicer under the applicable Outside Servicing Agreement and they agree that circumstances


 



    -328-


     


    

 


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, the Special 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 (including, without limitation, any such determination made by the
Special Servicer, to the extent the Master Servicer or the Trustee has received an Officer’s Certificate with respect to
such determination in accordance with Section 4.06(b)) within two (2) Business Days after such determination was made.


 


In connection with each Outside Serviced
Mortgage Loan, any determination by the Master Servicer, the Trustee or the Special 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 DBRS 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 DBRS, 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 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 Grantor Trust 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 Excess
Interest Grantor Trust Assets and proceeds thereof as such amounts are received or accrue, as applicable.


 



    -329-


     


    

 


(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 the Class S Certificates, the Certificate Administrator is hereby directed to
assume that Hare & Co. 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 identity of any other “middlemen”.
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 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.


 



    -330-


     


    

 


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.


 


(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 


 



    -331-


     


    

 


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 Special Servicer 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 X-D Certificates, the Class X-E Certificates, the Class X-F
Certificates, the Class X-G Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates,
the Class G Certificates, Class S Certificates and the Class R Certificates.


 


Each Class of Certificates will be
substantially in the forms annexed hereto as Exhibits A-1 through A-20 respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment
of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution
thereof. The 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. The Private Certificates (other than the Class X-D, Class X-E, Class
X-F, Class X-G, Class S 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, Class X-D, Class X-E, Class X-F and Class X-G Certificates shall be


 



    -332-


     


    

 


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 Certificate Balance or initial Notional Amount, as applicable, of
any Class of Certificates (exclusive of the Class S and 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 Certificate 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. The Class S Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class S 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.


 


(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


 



    -333-


     


    

 


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 S and 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.


 


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.


 



    -334-


     


    

 


(ii)          The
Certificates of each Class of Private Certificates (other than the Class S and 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, the Class S Certificates and the Class R Certificates (collectively,
the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable
form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate
Registrar who shall deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners.


 


(d)          Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the 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 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


 



    -335-


     


    

 


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.


 


(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


 



    -336-


     


    

 


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 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


 



    -337-


     


    

 


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.


 


(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


 



    -338-


     


    

 


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 S or 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 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


 



    -339-


     


    

 


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.


 


(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 S Certificate or 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


 



    -340-


     


    

 


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, Class S 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, a Class S 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 S or 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 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


 






    -341-


     


    

 


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 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


 






    -342-


     


    

 


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.


 


(v)          
The Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by
Qualified Institutional Buyers or Institutional Accredited Investors.


 


(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 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


 






    -343-


     


    

 


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 “A” by DBRS, “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 (a “Certifying
Certificateholder”) that has delivered an executed certification as contemplated by Section 5.07(c) reflecting
the appropriate information to the Certificate Administrator at 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention:
Global Transaction Services - CGCMT 2016-C3 (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 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


 






    -344-


     


    

 


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 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.


 






    -345-


     


    

 


(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 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.


 






    -346-


     


    

 


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 “A (low)” from
DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Moody’s)), “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.


 


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-C3, as its office for such purposes. The Certificate Registrar
shall give prompt


 






    -347-


     


    

 


written
notice to the Certificateholders of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.12      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 5.12(a) above. The Certificate Administrator
shall also


 






    -348-


     


    

 


include
such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is
distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate
the votes or conduct a new vote for the same proposition.


 


(d)          
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


 






    -349-


     


    

 


Servicer,
the Trustee, the Operating Advisor or the Asset Representations Reviewer harmless against any loss, liability or reasonable expense
(including, without limitation, reasonable 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


 






    -350-


     


    

 


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 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


 






    -351-


     


    

 


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), 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


 






    -352-


     


    

 


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 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.


 






    -353-


     


    

 


(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,
and the Class X-F, Class X-G, Class S and Class R 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 performance of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset


 






    -354-


     


    

 


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, (ii) identifies the Percentage
Interest in each Class of Certificates beneficially owned by the


 






    -355-


     


    

 


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.


 


(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 Combination), as applicable, shall appoint a successor Special Servicer
with respect to the


 






    -356-


     


    

 


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 S and 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 S and Class R Certificates) evidencing at least 66 2/3% of a Certificateholder Quorum or
(b) Holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights allocable to each Class of Non-Reduced
Certificates, 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 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


 






    -357-


     


    

 


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 allocable to each Class of Non-Reduced Certificates 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 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


 






    -358-


     


    

 


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 Loan Rating Agency Confirmation, in each
case with respect to such termination and appointment of a successor.


 






    -359-


     


    

 


(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 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


 






    -360-


     


    

 





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) a Consultation
Termination Event has occurred and is continuing, or (b) 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 first paragraph of this Section 6.08(j) or (c) so entitled to appoint the Excluded Mortgage
Loan Special Servicer for the related Excluded Special Servicer Mortgage Loan pursuant to the first paragraph of this Section 6.08(j),
and if neither the Controlling Class Representative nor any Controlling Class Certificateholder has appointed a Excluded Mortgage
Loan Special Servicer for the related Excluded Special Servicer Mortgage within 30 days, then the Certificate Administrator shall
provide written notice to the resigning Special Servicer that such Excluded Mortgage Loan Special Servicer has not been


 






    -361-


     


    

 


appointed
and such resigning Special Servicer shall use reasonable efforts to appoint such Excluded Mortgage Loan Special Servicer. In the
event that the resigning Special Servicer is required to appoint an Excluded Mortgage Loan Special Servicer, the resigning Special
Servicer shall not have any liability for the actions of the newly appointed Excluded Mortgage Loan Special Servicer, and absent
willful misconduct, bad faith, fraud or negligence on the part of such resigning Special Servicer, the resigning Special Servicer
and its directors, members, managers, officers, employees and agents shall be entitled to be indemnified by the Trust Fund against
any and all losses or liability incurred in connection with any legal action resulting from the actions of the 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 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 Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder, a Control
Termination Event has occurred and is


 






    -362-


     


    

 


continuing
or the subject Mortgage Loan is an Excluded Mortgage Loan) 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 Major Decisions; (2) with respect to the applicable
Serviced Loan(s) that are Performing Serviced Loan(s), to advise the Special Servicer as to all Major Decisions; and (3) in the
case of the Controlling Class Representative, with respect to any Outside Serviced Mortgage Loan, to exercise consultation and,
to the extent provided in Section 3.01(i), 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 the Master
Servicer and the Special Servicer mutually agree that the Master Servicer shall take such action, subject to 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) the Special Servicer shall not be permitted (if
the Controlling Class Representative is the related Directing Holder, for so long as no Control Termination Event exists) to take,
or to consent to the Master Servicer’s taking, 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 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(s))), 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


 






    -363-


     


    

 


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 (which, for the avoidance of doubt, shall include, without limitation, any Servicing Shift Loan Combination prior
to the related Servicing Shift Controlling Pari Passu Companion Loan Securitization Date), 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 the terms of any Mortgage Loan or Serviced Loan Combination, 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 any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other
than with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related
Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates,
officers, directors, employees or agents to any claim, suit or liability, or 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 result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of the
Master Servicer’s or the Special Servicer’s responsibilities under this Agreement


 






    -364-


     


    

 


or
any Co-Lender Agreement or 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 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


 






    -365-


     


    

 


Directing
Holder may take actions that favor its own interests (or in the case of the Controlling 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 each 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 Controlling Class 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, directions, objections, advice or consultation from a Directing Holder, the Operating
Advisor or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause any one of them to violate
applicable law, the terms of any Mortgage Loan or


 






    -366-


     


    

 


Serviced
Loan Combination, the related Loan Documents, this Agreement, including the Servicing Standard, the related Co-Lender Agreement,
any related intercreditor agreement, or the REMIC Provisions or that would (i) expose any Certificateholder, the Trust Fund,
any Mortgage Loan Seller (other than with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant
to this Agreement or the related Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement
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 under this Agreement or any Co-Lender
Agreement, (iii) 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 result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or (iv) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner
that in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests
of the Certificateholders and/or the Serviced Companion Loan Holders.


 


(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.


 






    -367-


     


    

 


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 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 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 any such notice in clauses (i) or (ii).


 


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


 






    -368-


     


    

 


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 F Certificates are the Controlling
Class, the Holder of more than 50% of the Controlling Class (by Certificate Balance) may waive its right to act as or 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 F Certificates (by Certificate Balance),
if the Class F Certificates are the Controlling Class, 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 F Certificates are no longer the Controlling Class or (y) the Opting-Out
Party has (i) sold a majority of the Class F 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 F 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 F Certificates (such sale and certification, a “Class F Transfer”). Following any such
Class F Transfer, and if the Class F Certificates are still the Controlling Class, the successor holder of more than 50% of the
Controlling Class (by Certificate Balance) shall again have the right to act as or appoint 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, subject to any such limitations set forth in this Agreement (including by reason of a Control Termination
Event or a Consultation Termination Event otherwise existing), 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 F Transfer and had not also become a Corrected Loan prior to such Class F Transfer
until such Serviced Mortgage Loan becomes a Corrected Loan.


 






    -369-


     


    

 


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 by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, the Distribution Account or the Excess Interest 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,
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


 






    -370-


     


    

 


(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 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 of Moody’s or DBRS (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


 






    -371-


     


    

 


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 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.


 






    -372-


     


    

 


(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 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.


 






    -373-


     


    

 


(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 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


 






    -374-


     


    

 


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 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


 






    -375-


     


    

 


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 DBRS 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 DBRS 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.


 


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


 






    -376-


     


    

 


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 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.


 






    -377-


     


    

 


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 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


 






    -378-


     


    

 


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 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, 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) of this sentence)
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


 






    -379-


     


    

 


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 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;


 






    -380-


     


    

 


(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 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


 






    -381-


     


    

 


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 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


 






    -382-


     


    

 


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 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,


 






    -383-


     


    

 


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 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
50% 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;


 






    -384-


     


    

 


(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;


 


(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


 






    -385-


     


    

 


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
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


 






    -386-


     


    

 


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 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


 






    -387-


     


    

 


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.


 


(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

 






    -388-


     


    

 


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 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


 






    -389-


     


    

 


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 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


 






    -390-


     


    

 


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 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


 



    -391-


     


    

 


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 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


 



    -392-


     


    

 


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 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.


 






    -393-


     


    

 


(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 Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02
, the Master Servicer). The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “A2”
by Moody’s, (B) a rating on its unsecured long term-debt of at least “A-” by Fitch or a rating on its short-term
debt of at least “F1” by Fitch and (C) a rating on its unsecured long term-debt of at least “A” by DBRS
(or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P, Fitch and 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) through (C) above for so long as (a) it has a rating on its long-term unsecured debt of at least “Baa3” by Moody’s
or a rating on its short-term unsecured debt of at least “P-2” by Moody’s, (b) it has a rating on its unsecured
long-term debt of at least “BBB” by Fitch or a rating on its short-term debt rating of at least “F2” by
Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a rating on its short-term
debt of at least “R-1(low) by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include
S&P, Fitch and Moody’s)) and (d) the Master Servicer has (i) a rating on its unsecured long-term debt of at least “A2”
by Moody’s or a rating on its short-term unsecured debt of at least “P-1” by Moody’s, (ii) a rating on
its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term debt of at least “F1”
by Fitch and (iii) a rating on its unsecured long-term debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent
rating of two (2) other NRSROs (which may include S&P, Fitch and Moody’s) (or, in the case of any Rating Agency’s
rating requirement set forth above in this sentence, 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. The Certificate Administrator is required to maintain a rating on its unsecured
long term debt of at least (A) “Baa2” by Moody’s, (B) “BBB+” by Fitch and (C) if rated by DBRS,
at least “BBB” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P,
Fitch and Moody’s) (or, in the case of any Rating Agency’s rating requirement set forth above in this sentence, such
other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation). 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


 



    -394-


     


    

 


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 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


 



    -395-


     


    

 


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.


 


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-C3, Commercial Mortgage Pass Through Certificates, Series 2016-C3” 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


 



    -396-


     


    

 


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 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


 



    -397-


     


    

 


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 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


 



    -398-


     


    

 


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 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;


 






    -399-


     


    

 


(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;


 


(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;


 






    -400-


     


    

 


(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.


 


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.


 






    -401-


     


    

 


(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 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 (g) 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).


 






    -402-


     


    

 


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).


 


(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 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 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.


 






    -403-


     


    

 


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 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,
Class A-S, Class B, Class C and Class D Certificates are reduced to zero, the Remaining Certificateholder shall have the right
to exchange all of its Certificates (but excluding the Class S and 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 Principal Balance 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 S and 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


 



    -404-


     


    

 


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 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 S and 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 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 S and 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-C3, Commercial Mortgage Pass-Through


 



    -405-


     


    

 


Certificates, Series 2016-C3, 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 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.


 






    -406-


     


    

 


(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 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).


 






    -407-


     


    

 


(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 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


 



    -408-


     


    

 


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.


 


(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.


 






    -409-


     


    

 


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 (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, each Loan Combination Custodial Account and each REO Account 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


 



    -410-


     


    

 


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 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, each Loan Combination Custodial Account
and each REO Account (to the extent the related information has been received from the Special Servicer within the time period
specified in this Section 10.04), in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date and (v) the balance of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account
and the Excess Liquidation Proceeds Reserve 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 Master Servicer
(with respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional
Debt or mezzanine debt) or the Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer
has knowledge or notice of any applicable Additional Debt or mezzanine debt)) the identity of such Mortgage Loan and, to the extent
such information is received by the Certificate Administrator from the Master Servicer (with respect to Non-Specially Serviced
Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt) or the Special
Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable
Additional Debt or mezzanine debt), 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.


 






    -411-


     


    

 


(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 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


 



    -412-


     


    

 


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 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


 






    -413-


     


    

 


(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


 


(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,


 



    -414-


     


    

 


(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 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


 



    -415-


     


    

 


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:
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


 



    -416-


     


    

 


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 Certificate Administrator 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 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”), or 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


 



    -417-


     


    

 


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 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.


 


With respect to any Loan
Combination, (i) 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 and (ii) upon the execution of any amendment to a related Co-Lender Agreement, the Master Servicer,
the Special Servicer or the Trustee, as the case may be, executing such amendment on behalf of the Trust shall promptly notify
the Depositor and the Certificate Administrator of such execution and cooperate with the Depositor and the Certificate Administrator
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


 



    -418-


     


    

 


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 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 or any Other Securitization Trust as a result of the termination, removal, resignation
or any other replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Sub-Servicer
or Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Master Servicer, Special Servicer,
Trustee, Certificate Administrator, Sub-Servicer or Subcontractor, 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


 



    -419-


     


    

 


substantially
similar to those delivered by the initial Master Servicer, the initial Special Servicer, the initial Trustee, the initial Certificate
Administrator or the initial Sub-Servicer, 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 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


 



    -420-


     


    

 


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 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


 



    -421-


     


    

 


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 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


 



    -422-


     


    

 


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 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


 



    -423-


     


    

 


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


 


(a)          
[Reserved].


 


(b)         
With respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor
has notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, 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), beginning with the first calendar quarter following receipt of notice
from the Other Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the updated financial
statements of such Significant Obligor for any calendar year, beginning for the calendar year following such notice from the Other
Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor and the Other Exchange Act Reporting Party of
such Other Securitization Trust, 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


 



    -424-


     


    

 


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 Mortgagor 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 an Other Securitization 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 related Other 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 Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization
Trust.


 


For the avoidance of
doubt, the Special Servicer shall be responsible for collecting the financial statements and calculating net operating income with
respect to Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and Section 4.02(b).


 


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


 



    -425-


     


    

 


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 any such consultation shall be non-binding); (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


 



    -426-


     


    

 


for directly negotiating such response and/or resolution with the Commission in a timely manner;
provided, that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed
of its progress with the Commission and copy the Depositor or any Other Depositor on all correspondence with the Commission and
provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or Other Depositor’s
expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or any Other Depositor shall cooperate
with such Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and
negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party
and to notify the Commission of such authorization. The Depositor (or any Other Depositor) and the applicable Affected Reporting
Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time
for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or
any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as
the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s
or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission related
to the foregoing shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the
Depositor or any Other Depositor, as the case may be. Each of the 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.


 






    -427-


     


    

 


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 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 Commercial Mortgage Securities 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 Commercial Mortgage Securities 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.


 






    -428-


     


    

 


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 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 and such failure is not remedied within (A) one (1) Business Day in the case of a failure to comply with any obligation
under Sections 10.02, 10.04, 10.07 and 10.11 or to otherwise deliver any item relating to a Reportable
Event under this Article X, or (B) five (5) Business Days in the case of a failure to comply with any obligation under this
Article X that is not described in clause (A) above; 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


 



    -429-


     


    

 


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 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


 



    -430-


     


    

 


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 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


 



    -431-


     


    

 


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-C3 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.


 


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.


 






    -432-


     


    

 


(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 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 5.12 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


 



    -433-


     


    

 


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 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 all of the Mortgage Loans), the Master Servicer
(with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6)
below for 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, in electronic format, 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


 






    -434-


     


    

 


     (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 Non-Specially 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.


 


(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:


 






    -435-


     


    

 


(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 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 Special Servicer 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 Special Servicer:
“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-C3 Commercial Mortgage Pass Through Certificates, Series 2016-C3,
requiring action by you as the recipient of such Preliminary Asset


 



    -436-


     


    

 


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 applicable Mortgage Loan Seller will
be required under the related Loan Purchase Agreement to provide to the Special Servicer 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, and the Special Servicer shall promptly, but in no event later than ten
(10) Business Days after receipt from the applicable Mortgage Loan Seller, deliver to the Asset Representations Reviewer any such
documents or explanations received from the applicable 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),


  



    -437-


     


    

 


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 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 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


 



    -438-


     


    

 


Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(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 0.00035% 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 invoice 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 invoice a fee (the
“Asset Representations Reviewer Asset Review Fee”) that is equal to: the sum of: (i) $15,000 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) $1,500 per Mortgaged Property relating to a Subject Loan subject to a


 



    -439-


     


    

 


Ground Lease, plus (iv) $1,500 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 Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller (provided that, if the
Marriott Hilton Head Resort & Spa Mortgage Loan is a Delinquent Loan, it shall be treated as one Mortgage Loan for the purposes
of assessing any Asset Representations Reviewer Asset Review Fee, and each of CGMRC and Rialto shall only be responsible for paying
its proportionate share of any such Asset Representations Reviewer Asset Review Fee attributable to the Marriott Hilton Head Resort
& Spa Mortgage Loan (CGMRC’s proportionate share to be determined according to the proportion that the outstanding principal
balance of the portion of the Marriott Hilton Head Resort & Spa Mortgage Loan evidenced by the CGMRC Marriott Hilton Head Resort
& Spa Note bears to the outstanding principal balance of the entire Marriott Hilton Head Resort & Spa Mortgage Loan; and
Rialto’s proportionate share to be determined according to the proportion that the outstanding principal balance of the portion
of the Marriott Hilton Head Resort & Spa Mortgage Loan evidenced by the Rialto Marriott Hilton Head Resort & Spa Note bears
to the outstanding principal balance of the entire Marriott Hilton Head Resort & Spa Mortgage Loan)); provided, however,
that if the related Mortgage Loan Seller is insolvent, such fee shall be paid by the Trust Fund following delivery by the Asset
Representations Reviewer of evidence reasonably satisfactory to the Special Servicer of such insolvency; and provided, further,
that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation
of the related Mortgage Loan Seller, and the Special Servicer shall determine whether to pursue (and, if it determines to do so,
shall 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


 



    -440-


     


    

 


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 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;


 






    -441-


     


    

 


(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;


 


(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


 



    -442-


     


    

 


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 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


 



    -443-


     


    

 


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 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


 



    -444-


     


    

 


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 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 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, Midland Loan Services, a Division of PNC Bank,


 



    -445-


     


    

 


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, 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 12.06 and
Section 12.13); (iii)  in the case of the Special Servicer, Rialto Capital Advisors, LLC, 790 NW 107th Avenue,
4th Floor, Miami, Florida 33172, Attention: Liat Heller, Facsimile number: (305) 229-6425, E-mail: liat.heller@rialtocapital.com,
with copies to Rialto Capital Advisors, LLC, 790 NW 107th Avenue, 4th Floor, Miami, Florida 33172, Attention: Jeff Krasnoff, Niral
Shah and Adam Singer, Facsimile number: (305) 229-6425, E-mail: niral.shah@rialtocapital.com, adam.singer@rialtocapital.com
and jeff.krasnoff@rialtocapital.com; (iv)  in the case of the Certificate Administrator, Citibank, N.A.,
388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Citibank Agency & Trust - CGCMT 2016-C3,
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 – CI16C3, fax number (714) 247-6022, and with respect to e-mail pursuant to
Section 12.06 and Section 12.13 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, Trimont Real Estate Advisors, LLC,
One Alliance Center, 3500 Lenox Road, Suite G1, Atlanta, Georgia 30326, Attention: Operating Advisor, Facsimile No.: (404) 420-5610,
Email: operatingadvisor@trimontrea.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) DBRS, Inc., 333 West Wacker Drive, Suite 1800, Chicago, Illinois 60606, Attention: CMBS Surveillance, fax number: (312) 332
3492, e-mail: cmbs.surveillance@dbrs.com; (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) Rialto Mortgage
Finance, LLC, 600 Madison Avenue, 12th Floor, New York, New York 10022, Attention: Kenneth M. Gorsuch, Executive Director, (c) Barclays
Bank PLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Managing Director, email: daniel.vinson@barclays.com,
telecopy number: (646) 758-1700, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention:
Steven P. Glynn, Vice President, Legal Department, email: steven.glynn@barclays.com, telecopy number: (212) 412 7519, with a copy
to Reed Smith LLP, 599 Lexington Avenue, New York, New York 10022, Attention: Jodi E. Schwimmer, Esq., email: jschwimmer@reedsmith.com,
telecopy number: (212) 521-5450, (d) Cantor Commercial Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022,
Attention: Anthony Orso, fax number: (212) 610-3623, with copies to General Counsel; and (ix) in the case


 



    -446-


     


    

 


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) Barclays Capital Inc., 745
Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Managing Director, facsimile number: (646) 758-1700, with a
copy to the attention of Steven P. Glynn at 745 Seventh Avenue, New York, New York, 10019, facsimile number: (212) 412-7519; (c)
Cantor Fitzgerald & Co., 499 Park Avenue, New York, New York 10022, Attention: Stephen Merkel and Shawn Matthews, facsimile
number: (212) 829-4708, email: smerkel@cantor.com; and (d) Academy Securities, Academy Securities, Inc., 277 Park Avenue, 35th
Floor, New York, New York 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) Barclays Capital Inc., 745 Seventh Avenue, New York, New York
10019, Attention: Daniel Vinson, Managing Director, facsimile number: (646) 758-1700, with a copy to the attention of Steven P.
Glynn at 745 Seventh Avenue, New York, New York, 10019, facsimile number: (212) 412-7519; (c) Cantor Fitzgerald & Co., 499
Park Avenue, New York, New York 10022, Attention: Stephen Merkel and Shawn Matthews, facsimile number: (212) 829-4708, email: smerkel@cantor.com;
and (d) Academy Securities, Academy Securities, Inc., 277 Park Avenue, 35th Floor, New York, New York 10172, Attention: Michael
Boyd, email: cmbs@academysecurities.com; and (xi) in the case of the initial Controlling Class Representative, Rialto CMBS X, LLC,
c/o Rialto Capital Management LLC, 600 Madison Avenue, 12th Floor, New York, New York 10022, Attention: Josh Cromer, Facsimile
number: (212) 751-4646, with a copy to: Rialto CMBS X, LLC, c/o Rialto Capital Management LLC, 600 Madison Avenue, 12th Floor,
New York, New York 10022, Attention: Joseph Bachkosky, Facsimile number: (212) 751-4646; 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


 



    -447-


     


    

 


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 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;


 






    -448-


     


    

 


(vi)          any change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess
Interest Distribution Account or any Distribution Account;


 


(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 (solely with respect to furnishing of the documents described in clause (iv) below
to the Depositor, upon request by 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
3.03(a) or Section 4.02(b); 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


 



    -449-


     


    

 


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..


 


(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 12.06(a), 12.06(b) or 12.06(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 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


 



    -450-


     


    

 


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 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;


 






    -451-


     


    

 


(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;


 


(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


 



    -452-


     


    

 


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 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, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account and, if established, the


 



    -453-


     


    

 


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 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


 



    -454-


     


    

 


CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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


 



    -455-


     


    

 


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 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


 



    -456-


     


    

 


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
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


 



    -457-


     


    

 


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)).


 


(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-C3” 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 12.13(a),
12.13(b) and 12.13(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;


 


(D)         
any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5 Information
Provider by the Depositor; and


 


(E)          
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


 



    -458-


     


    

 


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 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 1-888-855-9695 and ratingagencynotice@citi.com
(specifically referencing “CGCMT 2016-C3” 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-C3” 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


 



    -459-


     


    

 


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 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


 



    -460-


     


    

 


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 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]


 






    -461-


     


    

 





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







 


	 	MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer
	 	 	 
	 	By:	/s/ David A. Eckels 
	 		Name: David A. Eckels

Title: Senior Vice President







 


	 	Rialto
Capital Advisors, LLC, as Special Servicer
	 	 	 
	 	By:	/s/ Cheryl Baizan 
	 		Name: Cheryl Baizan

Title: Chief Financial Officer







 





CGCMT 2016-C3 - Pooling
and Servicing Agreement


 











     


     


    

  





	 	Trimont Real Estate Advisors, LLC 
	 	as Operating Advisor and as
Asset Representations Reviewer
	 	 
	 	By:	/s/ Brian P. Ward
	 	 	Name: Brian P. Ward
	 	 	Title: Authorized Signatory







 


	 	CITIBANK, N.A.,
	 	as Certificate Administrator
	 	 	 
	 	By:	/s/ Danny Lee
			Name: Danny Lee

                                         Title: Vice President



 


		DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
	 	 	 
	 	By:	/s/ James Noriega
			Name: James Noriega

                                         Title: Associate



 


	 	By:	/s/ Karlene Benvenuto
			Name: Karlene Benvenuto

                                         Title: Assistant Vice Preisdent



 


CGCMT 2016-C3 - Pooling
and Servicing Agreement


 






     


     


    

 





	STATE OF	 )	 
	 	 )  ss:	 
	COUNTY OF	 )	 


 


On this 14 day of November
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. Lapic	 
	Notary Public, State of New York	 
	No. 01LA6285764	 
	Qualified in New York County	 
	Commission Expires July 15, 2017	 







 


CGCMT
2016-C3 - Pooling and Servicing Agreement


 




     


     


    

 





	STATE OF	 )	 
	 	 )  ss.:	 
	COUNTY OF	 )	 


 


On this 8th day of October
2016, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally appeared
David A. Eckels, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is the 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/ Brent
Kinder
	 	Notary Public in and for the State of Kansas


 


	 	
        Brent Kinder

        Notary Public – State of Kansas

         

        My. Appt. Exp. January 30 2018
	 

 


CGCMT
2016-C3 - Pooling and Servicing Agreement


 






     


     


    

 





	STATE OF	 )	 
	 	 )  ss.:	 
	COUNTY OF	 )	 


 


On this 14th day of November
2016, before me, the undersigned, a Notary Public in and for the State of Florida, duly commissioned and sworn, personally appeared
Cheryl Baizan, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the Chief Financial
Officer of Rialto Capital Advisors, LLC, a Delaware Limited liability company, 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/ Lori
Buckler
	 	Notary Public in and for the State of Florida


 





	My Commission expires:	LORI BUCKLER
	 	MY COMMISSION EXPIRES
	[NOTARIAL SEAL]	February 2, 2018
	 	#FF 059264
	 	 
	 	Bonded thru
	 	Notary Public Underwriters
	 	NOTARY PUBLIC STATE OF FLORIDA




 


CGCMT
2016-C3 - Pooling and Servicing Agreement


 






     


     


    

 








	STATE OF	 )	 
	 	 )  ss.:	 
	COUNTY OF	 )	 


 


On this 7th
day of November 2016, before me, the undersigned, a Notary Public in and for the State of Georgia, duly commissioned and sworn,
personally appeared Brian P. Ward, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is
an Authorized Signatory of Trimont Real Estate Advisors, LLC, a Georgia limited liability company, 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/ Palamechia
Bloodshaw
	 	Notary Public in and for the State of Georgia


 


My Commission expires: December 2, 2018



[NOTARIAL SEAL]






 


	
        OFFICIAL SEAL

        PALAMECHIA BLOODSHAW

        Notary Public, Georgia

        FULTON COUNTY

        My Commission Expires

        DECEMBER 02, 2018
	 


 


CGCMT
2016-C3 - Pooling and Servicing Agreement


 






     


     


    

 





	STATE OF	 )	 
	 	 )  ss.:	 
	COUNTY OF	 )	 


 


On this 17th day of November
2016, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
Danny Lee, 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., 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/ Noreen
Santos
	 	Notary Public in and for the State of New York


 


	My Commission expires:



[NOTARIAL SEAL]	
        Noreen Santos

        Notary Public, State of New York

        Registration #01SA6228750

        Qualified in Nassau County

        Certificate Filed in New York County

        Commission Expires September 27,
2018



 


CGCMT
2016-C3 - 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 November 17, 2016 before me, Adriana L. Gonzalez,
a Notary Public, personally appeared James Noriega & Karlene Benvenuto, 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, and 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/ Adriana L. Gonzalez
	 	Signature of Notary Public


 


WITNESS my hand and official seal.


(SEAL)


 


	
        ADRIANA L. GONZALEZ

        Commission # 2139935

        Notary Public – California

        Orange County

        My Comm. Expires Jan 11, 2020
	 




 


CGCMT 2016-C3 - Pooling and Servicing
Agreement


 






     


     


    

 







EXHIBIT
A-1


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS A-1


 


	Pass-Through Rate:  1.456% per annum	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $ 31,197,000	 	Scheduled Final Distribution Date: the Distribution Date in September 2021
	 	 	 


	
        CUSIP: 17325G AA4

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US17325GAA40

         

        Common Code: 152191308

        

        
	 	
	 	 	 
	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 and multifamily 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-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class R and
Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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 (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.


 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 



 






    	 	A-1-4	 



     


    

 


	 	 	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 related 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 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, 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 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-1-5	 



     


    

 


		(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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 






    	 	A-1-6	 



     


    

 


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).


 


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: November 17, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class A-1
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: November 17, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS A-2


 


	Pass-Through Rate:  2.505% per annum	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $75,370,000	 	Scheduled Final Distribution Date: the Distribution Date in October 2021
	 	 	 


	
        CUSIP:    17325G AB2

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:   US17325GAB23

         

        Common Code: 152191324

         
	 	 
	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 and multifamily 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-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class R and
Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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 (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.


 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 



 






    	 	A-2-4	 



     


    

 


	 	 	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 related 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 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, 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 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-2-5	 



     


    

 


		(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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 






    	 	A-2-6	 



     


    

 


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).


 


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: November 17, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class A-2
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: November 17, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS A-3


 


	Pass-Through
    Rate:  2.896% per annum	 	 
	 	 	 
	First Distribution
    Date: December 16, 2016	 	Cut-Off Date:  With
    respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan
    that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $180,000,000	 	Scheduled
    Final Distribution Date: the Distribution Date in October 2026
	 	 	 


	CUSIP: 
        17325G AC0

         
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	ISIN:
             US17325GAC06

         

        Common
Code: 152191391 
	 	 
	 	 	 
	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 and multifamily
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-4, Class A-AB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F,
Class G, Class R and Class S 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 November
1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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 December 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 (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.


 


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
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, the Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution 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 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 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 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



 






    	A-3-4 



     


    

 


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 related 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 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,
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 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-3-5 



     


    

 


		(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 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 (g) of the definition of “Purchase Price”
in the Pooling and Servicing Agreement) 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


 






    	A-3-6 



     


    

 


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).


 


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:
November 17, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November 17, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS A-4


 


	Pass-Through
    Rate:  3.154% per annum	 	 
	 	 	 
	First Distribution
    Date: December 16, 2016	 	Cut-Off Date:  With
    respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan
    that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $209,266,000	 	Scheduled
    Final Distribution Date: the Distribution Date in October 2026
	 	 	 


	CUSIP:  17325G
        AD8

         
	 	Initial
    Certificate Balance of this Certificate: $[_____]
	ISIN:
             US17325GAD88

         

        Common
        Code: 152191332 
	 	 
	 	 	 
	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 and multifamily
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-AB, Class X-A,
Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F,
Class G, Class R and Class S 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 November
1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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 December 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 (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.


 


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
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, the Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution 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 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 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 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



 






    	A-4-4 



     


    

 


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 related 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 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,
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 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-4-5 



     


    

 


		(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 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 (g) of the definition of “Purchase Price”
in the Pooling and Servicing Agreement) 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


 






    	A-4-6 



     


    

 


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).


 


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:
November 17, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
November 17, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS A-AB


 


	Pass-Through Rate:  2.984% per annum	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $33,711,000	 	Scheduled Final Distribution Date: the Distribution Date in December 2025
	 	 	 


	
        CUSIP:  17325G AE6

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US17325GAE61

         

        Common Code: 152191413

         
	 	 
	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 and multifamily 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 X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class R and
Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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 (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.


 


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
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, the Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the Excess Interest Distribution 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 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 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 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 



 






    A-5-4 


     


    

 


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 related 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 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, 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 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-5-5 


     


    

 


		(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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 






    A-5-6 


     


    

 


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).


 


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: November 17, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class A-AB
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: November 17, 2016


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  




    A-5-8 


     


    

 


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-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


  




    A-5-9 


     


    

 


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-5-10 


     


    






 


EXHIBIT
A-6


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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, CLASS A-AB AND CLASS A-S 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-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.





 




    A-6-1 


     


    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS X-A


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $592,900,000	 	Scheduled Final Distribution Date:  the Distribution Date in October 2026
	 	 	 


	
        CUSIP:  17325G AJ5

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US17325GAJ58

         
	 	 
	Common Code:  152191375	 	 
	 	 	 
	
        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 and multifamily 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-B, Class A-S,
Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class R and
Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 1.223% per annum.




 



    A-6-2 


     


    

 


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 December 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 (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.


 


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-6-3 


     


    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 



 






    A-6-4 


     


    

 


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 related 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 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, 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 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-6-5 


     


    

 


		(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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 






    A-6-6 


     


    

 


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).


 


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-6-7 


     


    

 


















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: November 17, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class X-A
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: November 17, 2016


	 	 
	 	
        CITIBANK, N.A., not in its individual capacity but solely
as Authenticating Agent


	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  




    A-6-8 


     


    

 


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-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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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 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-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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS X-B


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $40,662,000	 	Scheduled Final Distribution Date:  the Distribution Date in November 2026
	 	 	 


	
        CUSIP:  17325G AK2

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US17325GAK22

         
	 	 
	Common Code:  152191430	 	 
	 	 	 
	
        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 and multifamily 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 A-S,
Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class R and
Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 0.471% 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 December 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 (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.


 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 



 






    A-7-4 


     


    

 


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 related 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 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, 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 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-7-5 


     


    

 


		(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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 






    A-7-6 


     


    

 


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).


 


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: November 17, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class X-B
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: November 17, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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.


 


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 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS A-S


 


	Pass-Through Rate:  The lesser of 3.366% and the WAC Rate	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $63,356,000	 	Scheduled Final Distribution Date: the Distribution Date in October 2026
	 	 	 


	
        CUSIP:  17325G AF3

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US17325GAF37

         

        Common Code: 152191359

         
	 	 
	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 and multifamily 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 B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class
R and Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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.


 






     A-8-2


    	 



    

 




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 December 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 (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.


 


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-8-3


    	 



    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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



 






     A-8-4


    	 



    

 





			 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 related 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 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, 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 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-8-5


    	 



    

 


		(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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 






     A-8-6


    	 



    

 


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).


 


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: November 17, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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.


 


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 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS B


 


	Pass-Through Rate:  The lesser of 3.669% and the WAC Rate	 
	 	 
	First Distribution Date: December 16, 2016	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $40,662,000	Scheduled Final Distribution Date: the Distribution Date in November 2026
	 	 
	
        CUSIP:  17325G AG1

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US17325GAG10

         

        Common Code: 152191448

         
	 
	 	 
	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 and multifamily 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 C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class
R and Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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-9-2


    	 



    

 


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 December 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 (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.


 


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-9-3


    	 



    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 



 






     A-9-4


    	 



    

 





			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 related 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 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, 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 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-9-5


    	 



    

 


		(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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 






     A-9-6


    	 



    

 


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).


 


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-9-7


    	 



    

 


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: November 17, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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.


 


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 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-10-1


    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS C


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $30,259,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2026
	 	 	 
	
        CUSIP:  17325G AH9

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US17325GAH92

         

        Common Code: 152191421

        
	 	 
	 	 	 
	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 and multifamily 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 X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class
R and Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 4.140% per annum.


 






     A-10-2


    	 



    

 


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 December 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 (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.


 


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-10-3


    	 



    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 



 






     A-10-4


    	 



    

 





			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 related 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 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, 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 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-10-5


    	 



    

 


		(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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 






     A-10-6


    	 



    

 


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).


 


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 C Certificate to be duly executed.


 





	 	
        Citibank,
N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


 


Dated: November 17, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 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 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-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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-11-1


    	 



    

 


 


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-11-2


    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS X-D


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $39,716,000	 	Scheduled Final Distribution Date:  the Distribution Date in November 2026
	 	 	 


	CUSIP:	17325G AU05
         U1852G AE86
17325G AV87	 	Initial Notional Amount of this Certificate: $[_____]
	 	 	 	 
	ISIN:	US17325GAU048

        USU1852GAE80 9

        US17325GAV86 10	 	 
	
        

         
	 	 
	Common Code:  152198116	 	 
	 	 	 
	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 and multifamily 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 C, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class
R and


 





 






 


4
The initial approximate Pass-Through Rate as of the Closing Date is 1.140% 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-11-3


    	 



    

 


Class
S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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 (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.


 


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-11-4


    	 



    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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-11-5


    	 



    

 


		(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 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 related 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 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, 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 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.


 






     A-11-6


    	 



    

 


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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 






     A-11-7


    	 



    

 


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).


 


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-11-8


    	 



    

 


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: November 17, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2016


 





	 	
        CITIBANK,
        N.A., not in its individual capacity but solely as Authenticating Agent

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory











 






     A-11-9


    	 



    

 


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-11-10


    	 



    

 


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-11-11


    	 



    

 


EXHIBIT
A-12


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS X-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.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-E 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-12-1


     


    

 


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-12-2


     


    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS X-E


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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-E Certificates:  $17,021,000	 	Scheduled Final Distribution Date:  the Distribution Date in November 2026


 

	CUSIP:	
        17325G AW65

U1852G AF56

17325G AX47

        
	 	Initial Notional Amount of this Certificate: $[_____]
	 	 	 	 
	ISIN:	
        US17325GAW698

        USU1852GAF559

        US17325GAX4310

        
	 	 
	 	 	 	 
	Common Code:  152198124	 	 
	 	 	 
	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-E Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily 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 C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class
R and


  


 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 1.325% 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-12-3


     


    

 


Class S Certificates (together with the Class X-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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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-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 X-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 (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.


 


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-12-4


     


    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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-12-5


     


    

 


		(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 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 related 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 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, 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 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.


 



    A-12-6


     


    

 


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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 



    A-12-7


     


    

 


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).


 


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 X-E Certificate to be duly executed.


 





	 	Citibank, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Signatory
	 	 	 
	Dated: November 17, 2016	 	 



 


 CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 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 X-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 X-E Certificate of the entire Percentage Interest represented by the within
Class X-E Certificates to the above-named Assignee(s) and to deliver such Class X-E 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS X-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.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-F 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS X-F


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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-F Certificates:  $7,565,000	 	Scheduled Final Distribution Date:  the Distribution Date in November 2026


 

	CUSIP:	
        17325G AY25

U1852G AG36

17325G AZ97


         
	 	Initial Notional Amount of this Certificate: $[_____]
	 	 	 	 
	ISIN:	
        US17325GAY268

        USU1852GAG399

        US17325GAZ9010

        
	 	 
	 	 	 	 
	Common Code:  152198132	 	 
	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-F Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily 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 C, Class X-D, Class X-E, Class X-G, Class D, Class E, Class F, Class G, Class
R and


 





 



 


4
The initial approximate Pass-Through Rate as of the Closing Date is 1.325% 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-13-3


     


    

 


Class S Certificates (together with the Class X-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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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-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 X-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 (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.


 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 related 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 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, 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 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.


 



    A-13-6


     


    

 


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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 



    A-13-7


     


    

 


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).


 


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-F Certificate to be duly executed.


 





	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	
	 	 	Authorized Signatory
	 	 	 
	Dated: November 17, 2016	 	 


  


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 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-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 X-F Certificate of the entire Percentage Interest represented by the within
Class X-F Certificates to the above-named Assignee(s) and to deliver such Class X-F 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS X-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.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-G 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-14-1


     


    

 


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-14-2


     


    

  


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS X-G


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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-G Certificates:  $28,369,189	 	Scheduled Final Distribution Date:  the Distribution Date in November 2026
	 	 	 


	
        CUSIP:  17325G
BA35

U1852G AH16

17325G BB17

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:     US17325GBA318

USU1852GAH129

US17325GBB1410

         
	 	 
	Common Code:  152198159	 	 
	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-G Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily 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 C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
R and


 





 






 


4
The initial approximate Pass-Through Rate as of the Closing Date is 1.325% 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 S Certificates (together with the Class X-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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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-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 X-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 (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.


 


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-14-4


     


    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 related 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 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, 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 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.


 






     A-14-6


     


    

  


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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 



     A-14-7


     


    

 


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).


 


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 X-G Certificate to be duly executed. 


 





	 	
        Citibank,
N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  


Dated: November 17, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-G Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 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 X-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 X-G Certificate of the entire Percentage Interest represented by the within
Class X-G Certificates to the above-named Assignee(s) and to deliver such Class X-G 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-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 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS D


 


	Pass-Through Rate:  3.000% per annum	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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:  $39,716,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2026
	 	 	 


	
        CUSIP:  17325G
        AL04

        U1852G AA65

        17325G AM86

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:     US17325GAL057

        USU1852GAA688

        US17325GAM879

         
	 	 
	Common Code: 152198060	 	 
	 	 	 
	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 and multifamily 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


 





 






 


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-15-3


     


    




 


A-S,
Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class E, Class F, Class G, Class R and Class
S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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 (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.


 


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-15-4


     


    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 related 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 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, 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 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.


 






     A-15-6


     


    




 


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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 



     A-15-7


     


    

 


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).


 


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 D Certificate to be duly executed.


  





	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


 


Dated: November 17, 2016


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 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 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-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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-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 WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS E


 


	Pass-Through Rate:  2.815% per annum	 
	 	 
	First Distribution Date: December 16, 2016	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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: $17,021,000  	Scheduled Final Distribution Date: the Distribution Date in November 2026
	 	 


	
        CUSIP:  17325G AN64

        U1852G AB45

        17325G AP16
        

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US17325GAN607

        USU1852GAB428

        US17325GAP199

         
	 
	Common Code: 152198078	 
	 	 
	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 and multifamily 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


 


 



 


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-16-3


     


    

 


A-S, Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class F, Class G, Class R
and Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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. 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 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 (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.


 


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-16-4


     


    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 related 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 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, 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 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.


 



    A-16-6


     


    

 


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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 



    A-16-7


     


    

 


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).


 


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 E Certificate to be duly executed.


 





	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  


Dated: November 17, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class E
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: November 17, 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 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-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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-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 WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101 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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS F


 


	Pass-Through Rate:  2.815% per annum	 
	 	 
	First Distribution Date: December 16, 2016	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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: $7,565,000  	Scheduled Final Distribution Date: the Distribution Date in November 2026
	 	 


	
        CUSIP:  17325G AQ94

        U1852G AC25

        17325G AR76

        

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US17325GAQ917

        USU1852GAC258

        US17325GAR749

         
	 
	Common Code: 152198094	 
	 	 
	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 and multifamily 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


 


 



 


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-17-3


     


    

 


A-S, Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class G, Class R
and Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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. 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 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 (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.


 


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-17-4


     


    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 related 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 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, 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 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.


 



    A-17-6


     


    

 


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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 



    A-17-7


     


    

 


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).


 


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 F Certificate to be duly executed.


 





	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  


Dated: November 17, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class F
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: November 17, 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 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-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-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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-18-1


     


    

 


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 WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101 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-18-2


     


    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS G


 


	Pass-Through Rate:  2.815% per annum	 	 
	 	 	 
	First Distribution Date: December 16, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 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: $28,369,189  	 	Scheduled Final Distribution Date: the Distribution Date in November 2026
	 	 	 


	
        CUSIP:  17325G AS54

        U1852G AD05

        17325G AT36

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US17325GAS577

        USU1852GAD088

        US17325GAT319

         
	 	 
	Common Code: 152198108	 	 
	 	 	 
	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 and multifamily 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


 


 



 


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-18-3


     


    

 


A-S, Class B, Class C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class
R and Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 December 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. 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 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 (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.


 


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-18-4


     


    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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-18-5


     


    

 


		(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 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 related 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 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, 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 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.


 



    A-18-6


     


    

 


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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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


 



    A-18-7


     


    

 


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).


 


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 G Certificate to be duly executed.


 





	 	
        CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	 	 	 
	 	By: 	 
	 	 	Authorized Signatory


  


Dated: November 17, 2016


   


CERTIFICATE
OF AUTHENTICATION 


 


This is one of the Class G
Certificates referred to in the Pooling and Servicing Agreement. 


 


Dated: November 17, 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 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-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
A-19


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, 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
WITHIN THE MEANING OF U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101 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


 



    A-19-1


     


    

 


HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME
DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS
GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT
CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE
MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE
TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER
PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND
SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. 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-19-2


     


    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS R


 


	Percentage Interest:  [     ]%	 	 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).	 	 


 

	CUSIP:	
        17325G BE5

        
	 	 
	 	 	 	 
	ISIN:	
        US17325GBE52

        
	 	 
	 	 	 	 
	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 and multifamily 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 C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F, Class G
and Class S 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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-19-3


     


    

 


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 December 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 (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.


 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution Account, including


 



    A-19-4


     


    

 


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
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 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 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 related regulatory actions and/or interpretations;



 



    A-19-5


     


    

 


		(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 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, 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 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 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,



 



    A-19-6


     


    

 


		(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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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).


 


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


 



    A-19-7


     


    

 


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-19-8


     


    

 


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: November 17, 2016	 	 



 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2016


 





	 	CITIBANK, N.A., not in its individual
    capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 




    A-19-9


     


    




 


 


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-19-10


     


    

 


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-19-11


     


    

 


EXHIBIT
A-20


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS S


 


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)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) TO 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 ONLY BE TRANSFERRED
TO AND OWNED BY A PERSON THAT IS EITHER (A) A QIB OR (B) OTHER 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.


 


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 WITHIN THE MEANING OF U.S. DEPARTMENT
OF LABOR REG. SECTION 2510.3-101 TO ACQUIRE THIS CERTIFICATE.


 


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-20-1


     


    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2016-C3

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2016-C3, CLASS s


 


	Percentage Interest:  [     ]%	 	 
	 	 	 
	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in November 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date subsequent to November 2016, the date that would have been its Due Date in November 2016 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).	 	 


 

	CUSIP:	
        17325G BC91

        17325G BD72

        
	 	 
	 	 	 	 
	ISIN:	
        US17325GBC963

US17325GBD794

        
	 	 
	 	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] [as nominee] is the registered owner of an interest in a Trust
Fund, including the distributions to be made with respect to the Class S Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily 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 C, Class X-D, Class X-E, Class X-F, Class X-G, Class D, Class E, Class F,
Class G and Class R Certificates (together with the Class 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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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.


 


 



 


1
For Rule 144A Certificates


 


2
For IAI Certificates


 


3
For Rule 144A Certificates


 


4
For IAI Certificates



 



    A-20-2


     


    

 


This Certificate represents
a beneficial ownership interest in certain assets of a grantor trust consisting primarily of any collections of Excess Interest
and the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


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 December 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 then distributable, if any, with respect to the Class S 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 (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.


 


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, Excess Interest actually collected 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


 



    A-20-3


     


    

 


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 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,
the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and the
Excess Interest Distribution 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
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 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 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 



 



    A-20-4


     


    

 





			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 related 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 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, 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 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-20-5


     


    

 





			 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 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 (g) of the definition of “Purchase Price” in the Pooling and Servicing
Agreement) 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).


 



    A-20-6


     


    

 


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-20-7


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class S Certificate to be duly executed.


 





	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 
	Dated: November 17, 2016	 	 



 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2016


 


	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
Signatory









 




    A-20-8


     


    

 


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 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 S Certificate of the entire Percentage Interest represented by the within Class S
Certificates to the above-named Assignee(s) and to deliver such Class S Certificate to the following address:


 


Date: _________________ 


	 	 	 
	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	Taxpayer Identification Number


 




    A-20-9


     


    

 


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-20-10


     


    
 


 




 


EXHIBIT B



MORTGAGE LOAN SCHEDULE


  






    B-1


    	 



    

 




 





	CGCMT 2016-C3 Mortgage Loan Schedule	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Remaining 	 	Remaining	 	 
	Control	 	Loan	 	 	 	 	 	Cut-Off Date	Mortgage	Term To	 	Amortization Term	Master Servicing	Primary Servicing
	Number	Footnotes	Number	Property Name	Address	City	State	Zip Code	Balance ($)	Rate	Maturity / ARD (Mos.)	Maturity Date / ARD	(Mos.)	Fee Rate (%)	Fee Rate (%)
	1	(1)	1	Briarwood Mall	100 Briarwood Circle	Ann Arbor	Michigan	48108	65,000,000.00	3.29200%	118	9/1/2026	0	0.00250%	0.00000%
	2	 	2	The Townhouse Apartments - Stamford	65 and 75-77 Prospect Street	Stamford	Connecticut	06901	58,000,000.00	4.31000%	119	10/6/2026	0	0.00250%	0.00250%
	3	(2)	3	101 Hudson Street	101 Hudson Street	Jersey City	New Jersey	07302	56,250,000.00	3.11700%	119	10/11/2026	0	0.00250%	0.00000%
	4	(3)	4	80 Park Plaza	80 Park Plaza	Newark	New Jersey	07102	50,000,000.00	4.45000%	119	10/6/2026	360	0.00250%	0.00250%
	5	 	5	Belvoir Portfolio	 	 	 	 	42,000,000.00	4.24000%	119	10/6/2026	360	0.00250%	0.00250%
	5.01	 	5.01	225 Chapman Street	225 Chapman Street	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.02	 	5.02	717 Allens Avenue	717 Allens Avenue	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.03	 	5.03	245 Chapman Street	245 Chapman Street	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.04	 	5.04	1 Virginia Avenue	1 Virginia Avenue	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.05	 	5.05	765 Allens Avenue	765 Allens Avenue	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.06	 	5.06	17 Virginia Avenue	17 Virginia Avenue	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.07	 	5.07	117 Ellenfield Street	117 Ellenfield Street	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.08	 	5.08	240 Chapman Street	240 Chapman Street	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.09	 	5.09	45 Baker Street	45 Baker Street	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.1	 	5.1	63 Baker Street	63 Baker Street	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.11	 	5.11	78 Baker Street	78 Baker Street	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	5.12	 	5.12	75 Baker Street	75 Baker Street	Providence	Rhode Island	02905	 	 	 	 	 	 	 
	6	(4) (11)	6	Potomac Mills	2700 Potomac Mills Circle	Woodbridge	Virginia	22192	35,000,000.00	2.98821%	120	11/1/2026	0	0.00250%	0.00000%
	7	(5) (12)	7	Hill7 Office	1099 Stewart Street	Seattle	Washington	98101	30,000,000.00	3.38300%	120	11/6/2026	0	0.00250%	0.00000%
	8	(6) (13)	8	Quantum Park	22001 Loudoun County Parkway	Ashburn	Virginia	20147	30,000,000.00	3.68850%	59	10/6/2021	0	0.00250%	0.00000%
	9	(7)	9	College Boulevard Portfolio	 	 	 	 	29,961,377.33	4.15000%	119	10/6/2026	359	0.00250%	0.00000%
	9.01	 	9.01	7101 College Boulevard	7101 College Boulevard	Overland Park	Kansas	66210	 	 	 	 	 	 	 
	9.02	 	9.02	Commerce Plaza I	7300 West 110th Street	Overland Park	Kansas	66210	 	 	 	 	 	 	 
	9.03	 	9.03	Commerce Plaza II	7400 West 110th Street	Overland Park	Kansas	66210	 	 	 	 	 	 	 
	9.04	 	9.04	Financial Plaza III	6900 College Boulevard	Overland Park	Kansas	66210	 	 	 	 	 	 	 
	9.05	 	9.05	Financial Plaza II	6800 College Boulevard	Overland Park	Kansas	66210	 	 	 	 	 	 	 
	10	(8) (14)	10	Marriott Hilton Head Resort & Spa	1 Hotel Circle	Hilton Head Island	South Carolina	29928	29,953,118.44	4.92000%	119	10/6/2026	299	0.00250%	0.00000%
	11	 	11	Lightstone Hotel Portfolio	 	 	 	 	28,367,869.11	4.73000%	59	10/6/2021	359	0.00250%	0.00250%
	11.01	 	11.01	Home2 Suites Seattle Airport	380 Upland Drive	Tukwila	Washington	98188	 	 	 	 	 	 	 
	11.02	 	11.02	Home2 Suites Salt Lake City/South Jordan	10704 South River Front Parkway	South Jordan	Utah	84095	 	 	 	 	 	 	 
	12.00	(9)	12.00	Mills Fleet Farm	 	 	 	 	27,869,388.93	4.75000%	116	7/6/2026	356	0.00250%	0.00250%
	12.01	 	12.01	Mills Fleet Farm - Fargo, ND	3730 36th Street South	Fargo	North Dakota	58104	 	 	 	 	 	 	 
	12.02	 	12.02	Mills Fleet Farm - Green Bay (East), WI	2460 Main Street	Green Bay	Wisconsin	54311	 	 	 	 	 	 	 
	12.03	 	12.03	Mills Fleet Farm - Mankato, MN	1821 & 1850 Premier Drive	Mankato	Minnesota	56001	 	 	 	 	 	 	 
	12.04	 	12.04	Mills Fleet Farm - Hudson, WI	1001 Industrial Street	Hudson	Wisconsin	54016	 	 	 	 	 	 	 
	12.05	 	12.05	Mills Fleet Farm - Marshfield, WI	1101 West Upham Street	Marshfield	Wisconsin	54449	 	 	 	 	 	 	 
	13	 	13	Starwood Select Service Hotel Portfolio I	 	 	 	 	22,689,728.42	4.80300%	119	10/6/2026	359	0.00250%	0.00250%
	13.01	 	13.01	Hyatt House Charlotte	4920 South Tryon Street	Charlotte	North Carolina	28217	 	 	 	 	 	 	 
	13.02	 	13.02	Hampton Inn Muskegon	1401 East Ellis Road	Muskegon	Michigan	49444	 	 	 	 	 	 	 
	13.03	 	13.03	Fairfield Inn & Suites Norton Shores	1520 East Mount Garfield Road	Muskegon	Michigan	49444	 	 	 	 	 	 	 
	14	 	14	Starwood Select Service Hotel Portfolio II	 	 	 	 	18,938,906.04	4.80300%	119	10/6/2026	359	0.00250%	0.00250%
	14.01	 	14.01	Residence Inn Boise	7303 West Denton Street	Boise	Idaho	83704	 	 	 	 	 	 	 
	14.02	 	14.02	Residence Inn Spokane	15915 East Indiana Avenue	Spokane Valley	Washington	99216	 	 	 	 	 	 	 
	15	 	15	Las Palmas I, II, III	160 North Linden Avenue	Rialto	California	92376	16,750,000.00	4.26910%	120	11/6/2026	360	0.00250%	0.00250%
	16	 	16	Broward County Office Portfolio	 	 	 	 	14,500,000.00	3.70000%	119	10/6/2026	0	0.00250%	0.00250%
	16.01	 	16.01	Bank of America Center	1401 North University Drive	Coral Springs	Florida	33071	 	 	 	 	 	 	 
	16.02	 	16.02	Park Central Building 1	1100 Park Central Boulevard South	Pompano Beach	Florida	33064	 	 	 	 	 	 	 
	16.03	 	16.03	Regions Bank Building	450 North Park Road	Hollywood	Florida	33021	 	 	 	 	 	 	 
	17	 	17	North Pointe - Riverside	5829 Montgomery Street	Riverside	California	92503	13,500,000.00	4.26910%	120	11/6/2026	360	0.00250%	0.00250%
	18	 	18	Starwood Select Service Hotel Portfolio III	 	 	 	 	12,136,482.52	4.80300%	119	10/6/2026	359	0.00250%	0.00250%
	18.01	 	18.01	Fairfield Inn & Suites Lexington	3050 Lakecrest Circle	Lexington	Kentucky	40513	 	 	 	 	 	 	 
	18.02	 	18.02	Fairfield Inn & Suites Dayton	8035 Washington Village Drive	Dayton	Ohio	45458	 	 	 	 	 	 	 
	18.03	 	18.03	Fairfield Inn & Suites Ashland	10945 US-60	Ashland	Kentucky	41102	 	 	 	 	 	 	 
	19	 	19	Southland Office Center	24301 Southland Drive	Hayward	California	94545	12,074,327.58	5.32000%	58	9/6/2021	358	0.00250%	0.00250%
	20	 	20	The Bristol Hotel	1055 1st Avenue	San Diego	California	92101	11,987,097.60	4.95000%	119	10/6/2026	359	0.00250%	0.00250%
	21	 	21	444 Connecticut Avenue	444 Connecticut Avenue	Norwalk	Connecticut	06854	11,400,000.00	4.59000%	119	10/6/2026	360	0.00250%	0.00250%
	22	 	22	Mariposa Plaza	1190 South Dixie Highway	Coral Gables	Florida	33146	10,500,000.00	4.46000%	120	11/6/2026	360	0.00250%	0.00250%
	23	 	23	Hampton Inn & Suites Tempe ASU Area	1415 North Scottsdale Road	Tempe	Arizona	85281	9,887,088.02	4.09000%	119	10/6/2026	359	0.00250%	0.00000%
	24	 	24	Staybridge Suites - Merrillville	8415 Louisiana Street	Merrillville	Indiana	46410	9,475,683.62	4.41000%	118	9/6/2026	358	0.00250%	0.00250%
	25	 	25	Storage Etc. - Torrance, CA	2545 West 190th Street	Torrance	California	90504	9,112,500.00	4.13000%	120	11/6/2026	360	0.00250%	0.00250%
	26	 	26	Homewood Suites Overland Park	10556 Marty Street	Overland Park	Kansas	66212	7,489,084.29	5.31000%	59	10/6/2021	299	0.00250%	0.00250%
	27	 	27	Hammer Lane Self Storage	6220 Sampson Road	Stockton	California	95212	7,350,000.00	4.08000%	120	11/6/2026	0	0.00250%	0.00250%
	28	(10)	28	Marriott Saddle Brook	138 New Pehle Avenue	Saddle Brook	New Jersey	07663	6,909,785.72	5.14600%	109	12/6/2025	349	0.00250%	0.00000%
	29	 	29	Brookdale Shopping Center	22177-22385 Pontiac Trail	South Lyon	Michigan	48178	6,892,282.63	4.78000%	119	10/6/2026	359	0.00250%	0.00000%
	30	 	30	Parkview Apartments	1200 West Taylor Street	Sherman	Texas	75092	6,642,681.48	4.85000%	119	10/6/2026	359	0.00250%	0.00250%
	31	 	31	NC Self Storage	211 Trimble Plant Road	Southern Pines	North Carolina	28387	6,491,901.42	4.30000%	119	10/6/2026	359	0.00250%	0.00250%
	32	 	32	Town House Apartments - Memphis	1437 Central Avenue	Memphis	Tennessee	38104	6,200,000.00	4.62000%	119	10/6/2026	360	0.00250%	0.00250%
	33	 	33	Preston Racquet Club Condominiums	5840 Spring Valley Road	Dallas	Texas	75254	6,000,000.00	4.88000%	118	9/6/2026	360	0.00250%	0.00250%
	34	 	34	Landerhaven Office Park	6001-6009 Landerhaven Drive	Mayfield Heights	Ohio	44124	5,450,000.00	4.58900%	120	11/6/2026	360	0.00250%	0.00250%
	35	 	35	Storage Etc. - Pomona, CA	863 Towne Center Drive	Pomona	California	91767	5,425,000.00	3.84800%	119	10/6/2026	0	0.00250%	0.00250%
	36	 	36	Rite Aid - ACV Portfolio #1	 	 	 	 	5,300,000.00	4.77000%	120	11/6/2026	360	0.00250%	0.00250%
	36.01	 	36.01	7700 Shepherdsville Road - Louisville, KY	7700 Shepherdsville Road	Louisville	Kentucky	40219	 	 	 	 	 	 	 
	36.02	 	36.02	7500 Terry Road - Louisville, KY	7500 Terry Road	Louisville	Kentucky	40258	 	 	 	 	 	 	 
	37	 	37	Regis Houze Apartments	3071 West Grand Boulevard	Detroit	Michigan	48202	5,225,000.00	4.48000%	120	11/6/2026	360	0.00250%	0.00250%
	38	 	38	Oakdale Shopping Center	800-888 North Yosemite Avenue	Oakdale	California	95361	4,883,664.60	4.80000%	118	9/6/2026	298	0.00250%	0.00250%
	39	 	39	Storage Etc. - Rosemead, CA	8659 Garvey Avenue	Rosemead	California	91770	4,755,000.00	3.84800%	119	10/6/2026	0	0.00250%	0.00250%
	40	 	40	Storage Etc. - Diamond Bar, CA	21320 Golden Springs Drive	Diamond Bar	California	91789	4,690,000.00	3.84800%	119	10/6/2026	0	0.00250%	0.00250%
	41	 	41	Congress Pointe Shopping Center	4455 South Congress Avenue	Lake Worth	Florida	33461	4,000,000.00	4.88600%	120	11/6/2026	360	0.00250%	0.00250%
	42	 	42	Grand Avenue Business Plaza	670 West San Marcos Boulevard	San Marcos	California	92078	2,838,091.96	5.25000%	116	7/6/2026	356	0.00250%	0.00250%
	43	 	43	Fresenius Birmingham	3671 Roosevelt Boulevard	Birmingham	Alabama	35235	2,800,000.00	4.95000%	118	9/6/2026	360	0.00250%	0.00000%
	44	 	44	Overland Corporate B Building	41607 Margarita Road	Temecula	California	92591	1,796,129.58	5.25700%	118	9/6/2026	358	0.00250%	0.00250%


 


     


     


    
 


CGCMT 2016-C3 Mortgage Loan Schedule


 

	 	 	 	 	 	Serviced Companion Loan	 	Serviced Companion Loan	 
	 	 	 	 	 	 	 	Crossed With	 	 	 	 	 	 	Remaining	Serviced Companion Loan	Remaining	Serviced Companion Loan
	Control	 	Loan	 	Subservicing	Outside Servicing	Mortgage 	Other Loans	ARD	ARD Mortgage Loan Final	ARD	Serviced Companion Loan	Serviced Companion Loan	Serviced Companion Loan	Term To	Maturity	Amortization Term	Servicing
	Number	Footnotes	Number	Property Name	Fee Rate (%)	Fee Rate (%)	Loan Seller	(Crossed Group)	(Yes/No)	Maturity Date	Revised Rate	Flag	Cut-off Balance	Interest Rate	Maturity/ARD (Mos.)	Date/ARD	(Mos.)	Fees
	1	(1)	1	Briarwood Mall	0.00000%	0.00250%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	2	 	2	The Townhouse Apartments - Stamford	0.00000%	0.00000%	RMF	NAP	No	 	 	 	 	 	 	 	 	 
	3	(2)	3	101 Hudson Street	0.00000%	0.00250%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	4	(3)	4	80 Park Plaza	0.00000%	0.00000%	CGMRC	NAP	No	 	 	Yes	83,000,000.00	4.45000%	                               119 	10/6/2026	                               360 	0.00250%
	5	 	5	Belvoir Portfolio	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	5.01	 	5.01	225 Chapman Street	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.02	 	5.02	717 Allens Avenue	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.03	 	5.03	245 Chapman Street	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.04	 	5.04	1 Virginia Avenue	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.05	 	5.05	765 Allens Avenue	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.06	 	5.06	17 Virginia Avenue	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.07	 	5.07	117 Ellenfield Street	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.08	 	5.08	240 Chapman Street	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.09	 	5.09	45 Baker Street	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.1	 	5.1	63 Baker Street	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.11	 	5.11	78 Baker Street	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	5.12	 	5.12	75 Baker Street	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	6	(4) (11)	6	Potomac Mills	0.00250%	0.00000%	CCRE	NAP	No	 	 	Yes	256,000,000.00	2.98821%	                               120 	11/1/2026	                               360 	0.00250%
	7	(5) (12)	7	Hill7 Office	0.02250%	0.00000%	CCRE	NAP	Yes	11/6/2028	the greater of (i) 5.3830% and (ii) the then 10-year

swap yield on the ARD plus 2.0000%	Yes	71,000,000.00	3.38300%	                               120 	11/6/2026	                               360 	0.00250%
	8	(6) (13)	8	Quantum Park	0.00250%	0.00000%	Barclays Bank PLC	NAP	Yes	10/6/2026	6.6885%	Yes	102,000,000.00	3.68850%	                                 59 	10/6/2021	                               360 	0.00250%
	9	(7)	9	College Boulevard Portfolio	0.00000%	0.00250%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	9.01	 	9.01	7101 College Boulevard	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	9.02	Commerce Plaza I	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	9.03	Commerce Plaza II	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	9.04	Financial Plaza III	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	9.05	 	9.05	Financial Plaza II	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	10	(8) (14)	10	Marriott Hilton Head Resort & Spa	0.00250%	0.00000%	CGMRC, RMF 	NAP	No	 	 	Yes	68,000,000.00	4.92000%	                               119 	10/6/2026	                               360 	0.00250%
	11	 	11	Lightstone Hotel Portfolio	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	11.01	 	11.01	Home2 Suites Seattle Airport	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	11.02	 	11.02	Home2 Suites Salt Lake City/South Jordan	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	12.00	(9)	12.00	Mills Fleet Farm	0.02000%	0.00000%	CCRE	NAP	No	 	 	Yes	37,000,000.00	4.75000%	116	7/6/2026	360	0.00250%
	12.01	 	12.01	Mills Fleet Farm - Fargo, ND	 	 	CCRE	 	 	 	 	 	 	 	 	 	 	 
	12.02	 	12.02	Mills Fleet Farm - Green Bay (East), WI	 	 	CCRE	 	 	 	 	 	 	 	 	 	 	 
	12.03	 	12.03	Mills Fleet Farm - Mankato, MN	 	 	CCRE	 	 	 	 	 	 	 	 	 	 	 
	12.04	 	12.04	Mills Fleet Farm - Hudson, WI	 	 	CCRE	 	 	 	 	 	 	 	 	 	 	 
	12.05	 	12.05	Mills Fleet Farm - Marshfield, WI	 	 	CCRE	 	 	 	 	 	 	 	 	 	 	 
	13	 	13	Starwood Select Service Hotel Portfolio I	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	13.01	 	13.01	Hyatt House Charlotte	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	13.02	Hampton Inn Muskegon	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	13.03	Fairfield Inn & Suites Norton Shores	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	14	 	14	Starwood Select Service Hotel Portfolio II	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	14.01	 	14.01	Residence Inn Boise	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	14.02	Residence Inn Spokane	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	15	 	15	Las Palmas I, II, III	0.00000%	0.00000%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	16	 	16	Broward County Office Portfolio	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	16.01	 	16.01	Bank of America Center	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	16.02	Park Central Building 1	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	16.03	Regions Bank Building	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	17	 	17	North Pointe - Riverside	0.00000%	0.00000%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	18	 	18	Starwood Select Service Hotel Portfolio III	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	18.01	 	18.01	Fairfield Inn & Suites Lexington	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	18.02	Fairfield Inn & Suites Dayton	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	18.03	Fairfield Inn & Suites Ashland	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	19	 	19	Southland Office Center	0.02000%	0.00000%	CCRE	NAP	No	 	 	 	 	 	 	 	 	 
	20	 	20	The Bristol Hotel	0.00000%	0.00000%	RMF	NAP	No	 	 	 	 	 	 	 	 	 
	21	 	21	444 Connecticut Avenue	0.00000%	0.00000%	RMF	NAP	No	 	 	 	 	 	 	 	 	 
	22	 	22	Mariposa Plaza	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	23	 	23	Hampton Inn & Suites Tempe ASU Area	0.05000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	24	 	24	Staybridge Suites - Merrillville	0.00000%	0.00000%	RMF	NAP	No	 	 	 	 	 	 	 	 	 
	25	 	25	Storage Etc. - Torrance, CA	0.00000%	0.00000%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	26	 	26	Homewood Suites Overland Park	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	27	 	27	Hammer Lane Self Storage	0.00000%	0.00000%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	28	(10)	28	Marriott Saddle Brook	0.00000%	0.02250%	CCRE	NAP	No	 	 	 	 	 	 	 	 	 
	29	 	29	Brookdale Shopping Center	0.05000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	30	 	30	Parkview Apartments	0.00000%	0.00000%	RMF	NAP	No	 	 	 	 	 	 	 	 	 
	31	 	31	NC Self Storage	0.05000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	32	 	32	Town House Apartments - Memphis	0.00000%	0.00000%	RMF	NAP	No	 	 	 	 	 	 	 	 	 
	33	 	33	Preston Racquet Club Condominiums	0.00000%	0.00000%	RMF	NAP	No	 	 	 	 	 	 	 	 	 
	34	 	34	Landerhaven Office Park	0.00000%	0.00000%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	35	 	35	Storage Etc. - Pomona, CA	0.00000%	0.00000%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	36	 	36	Rite Aid - ACV Portfolio #1	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	36.01	 	36.01	7700 Shepherdsville Road - Louisville, KY	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	36.02	7500 Terry Road - Louisville, KY	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 
	37	 	37	Regis Houze Apartments	0.00000%	0.00000%	CGMRC	NAP	No	 	 	 	 	 	 	 	 	 
	38	 	38	Oakdale Shopping Center	0.02000%	0.00000%	CCRE	NAP	No	 	 	 	 	 	 	 	 	 
	39	 	39	Storage Etc. - Rosemead, CA	0.00000%	0.00000%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	40	 	40	Storage Etc. - Diamond Bar, CA	0.00000%	0.00000%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	41	 	41	Congress Pointe Shopping Center	0.00000%	0.00000%	Barclays Bank PLC	NAP	No	 	 	 	 	 	 	 	 	 
	42	 	42	Grand Avenue Business Plaza	0.02000%	0.00000%	CCRE	NAP	No	 	 	 	 	 	 	 	 	 
	43	 	43	Fresenius Birmingham	0.07000%	0.00000%	CCRE	NAP	No	 	 	 	 	 	 	 	 	 
	44	 	44	Overland Corporate B Building	0.02000%	0.00000%	CCRE	NAP	No	 	 	 	 	 	 	 	 	 


 



	(1)	The
    Cut-off Date Balance of $65,000,000 represents note A-2 of a loan combination evidenced by three pari passu notes.
	(2)	The
    Cut-off Date Balance of $56,250,000 represents note A-5 of a loan combination evidenced by six pari passu notes.
	(3)	The
    Cut-off Date Balance of $50,000,000 represents note A-1 and note A-2 of a loan combination evidenced by five pari passu notes.  
	(4)	The
    Cut-off Date Balance of $35,000,000 represents note A-7 a loan combination evidenced by ten senior pari passu notes and ten
    junior notes.
	(5)	The
    Cut-off Date Balance of $30,000,000 represents note A-2 of a loan combination evidenced by three pari passu notes.  
	(6)	The
    Cut-off Date Balance of $30,000,000 represents note A-1 of a loan combination evidenced by three pari passu notes.
	(7)	The
    Cut-off Date Balance of $29,961,377 represents note A-2 of a loan combination evidenced by two pari passu notes.
	(8)	The
    Cut-off Date Balance of $29,953,118 represents notes A-2B and A-4 of a loan combination evidenced by six pari passu notes.
	(9)	The
    Cut-off Date Balance of $27,869,389 represents note A-2 of a loan combination evidenced by three pari passu notes.  
	(10)	The
    Cut-off Date Balance of $6,909,786 represents note A-2-1 of a loan combination evidenced by three pari passu notes.
	(11)	With
    respect to the Potomac Mills Mortgage Loan, from and after the Potomac Mills Controlling Pari Passu Companion Loan Securitization
    Date, the Subservicing Fee Rate (%) shall be 0.00000%, the Outside Servicing Fee Rate (%) shall be 0.00250% and the Serviced
    Companion Loan Servicing Fees shall be 0.00000%.
	(12)	With
    respect to the Hill7 Office Mortgage Loan, from and after the Hill7 Office Controlling Pari Passu Companion Loan Securitization
    Date, the Subservicing Fee Rate (%) shall be 0.00000%, the Outside Servicing Fee Rate (%) shall be 0.02250% and the Serviced
    Companion Loan Servicing Fees shall be 0.00000%.
	(13)	With
    respect to the Quantum Park Mortgage Loan, from and after the Quantum Park Controlling Pari Passu Companion Loan Securitization
    Date, the Subservicing Fee Rate (%) shall be 0.00000%, the Outside Servicing Fee Rate (%) shall be 0.00250% and the Serviced
    Companion Loan Servicing Fees shall be 0.00000%.
	(14)	With
    respect to the Marriott Hilton Head Resort & Spa Mortgage Loan, from and after the Marriott Hilton Head Resort & Spa
    Controlling Pari Passu Companion Loan Securitization Date, the Subservicing Fee Rate (%) shall be 0.00000%, the Outside Servicing
    Fee Rate (%) shall be 0.00250% and the Serviced Companion Loan Servicing Fees shall be 0.00000%.






 






     


     


    

  


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-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, 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-C3, Commercial Mortgage Pass-Through Certificates,
Series 2016-C3, 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 November
1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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-C3

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C3	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Depositor	Citigroup Commercial Mortgage
    Securities Inc.	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	Master Servicer	Midland Loan Services, a Division of PNC Bank, National Association	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 	Operating Advisor / 	Trimont Real Estate Advisors, LLC	 	 	 	 	 
	 	Asset Representations	 	Mortgage
    Loan Detail	11	 	 
	 	Reviewer	 	 	 	 	 	 
	 	 	 	 	NOI
    Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency
    Loan Detail	13	 	 
	 	Trustee	Deutsche
    Bank Trust Company Americas	 	 	 	 	 
	 	 	 	 	Appraisal
    Reduction Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan
    Modification Detail	17	 	 
	 	 	 	 	 	 	 	 
	 	Special Servicer	Rialto Capital Advisors, LLC	 	Specially
    Serviced Loan Detail	19	 	 
	 			 	 	 	 	 
	 	 	 	 	Unscheduled
    Principal Detail	21	 	 
	 	 	 	 	 	 	 	 
	 	Certificate Administrator	Citibank,
    N.A.	 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	Danny Lee	 	Citibank, N.A.
	 	 	danny1.lee@citi.com	 	Agency and Trust
	 	 	Tel: (212) 816-4936	 	388 Greenwich Street,
    14th Floor
	 	 	Fax: (212) 816-5527	 	New York, NY 10013
	 	 	 	 	 




 



    	Reports Available at sf.citidirect.com	 Page 1 of 24	© Copyright 2016 Citigroup



     

    

 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-C3

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C3	


 


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 sf.citidirect.com	 Page 2 of 24	© Copyright 2016 Citigroup



     

    

 



	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-C3

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C3	



	 	 	 	 	 	 	 	 	 	 	 	 
	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 sf.citidirect.com	 Page 3 of 24	© Copyright 2016 Citigroup



     

    


 

	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-C3

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C3	




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 sf.citidirect.com	 Page 4 of 24	© Copyright 2016 Citigroup



     

    


 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2016-C3

    Commercial Mortgage Pass-Through Certificates

    Series 2016-C3	



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 sf.citidirect.com	 Page 5 of 24	© Copyright 2016 Citigroup



     

    


 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup
Commercial Mortgage Trust 2016-C3

Commercial Mortgage Pass-Through Certificates

Series 2016-C3



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:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses, etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Additional Servicing Fee	 	 	 
	 	 Scheduled Principal	 	 	 	 	Special
    Servicing Fee	 	 	 
	 	Curtailments	 	 	 	 	Workout Fee	 	 	 
	 	Principal Prepayments	 	 	 	 	Liquidation Fee	 	 	 
	 	Net Liquidation
    Proceeds	 	 	 	 	Additional Trust
    Fund Expenses	 	 	 
	 	Repurchased Principal	 	 	 	 	Reimbursement
    for Interest on Advances	 	 	 
	 	Substitution Principal	 	 	 	 	Other Expenses	 	 	 
	 	Other Principal	 	 	 	 	Total Additional
    Fees, Expenses, etc.:	 	 	 
	 	Total Principal
    Funds Available:	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Other Funds Available	 	 	 	 	Interest Distribution	 	 	 
	 	Yield Maintenance
    Charges	 	 	 	 	Principal Distribution	 	 	 
	 	Prepayment Premiums	 	 	 	 	Yield Maintenance
    Charges Distribution	 	 	 
	 	Other Charges	 	 	 	 	Prepayment Premiums
    Distribution	 	 	 
	 	Total Other Funds
    Available:	 	 	 	 	Total Distribution
    to Certificateholders:	 	 	 
	 	Total Funds Available	 	 	 	 	Total Funds Allocated	 	 	 
	 		 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 



    	Reports Available at sf.citidirect.com	 Page 6 of 24	© Copyright 2016 Citigroup



     

    


 


	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3
	 	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 sf.citidirect.com	 Page 7 of 24	© Copyright 2016 Citigroup



     

    




	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series
    2016-C3
	 	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 sf.citidirect.com	 Page 8 of 24	© Copyright 2016 Citigroup



     

    



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3
	 	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 sf.citidirect.com	 Page 9 of 24	© Copyright 2016 Citigroup



     

    



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3
	 	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 sf.citidirect.com	 Page 10 of 24	© Copyright 2016 Citigroup



     

    
	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	Appraisal

    Reduction

    Date	Appraisal

    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 sf.citidirect.com	 Page 11 of 24	© Copyright 2016 Citigroup



     

    



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3



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 sf.citidirect.com	 Page 12 of 24	© Copyright 2016 Citigroup



     

    

 



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3
	 	 
	 	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 sf.citidirect.com	 Page 13 of 24	© Copyright 2016 Citigroup



     

    

 






	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3
	 	 
	 	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 sf.citidirect.com	 Page 14 of 24	© Copyright 2016 Citigroup



     

    

   



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3
	 	 
	 	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 sf.citidirect.com	 Page 15 of 24	© Copyright 2016 Citigroup



     

    




  



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3
	 	 
	 	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 sf.citidirect.com	 Page 16 of 24	© Copyright 2016 Citigroup



     

    




 



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3
	 	 
	 	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 sf.citidirect.com	 Page 17 of 24	© Copyright 2016 Citigroup



     

    




  



	 	 	 
	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2016-C3
	 	 
	 	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 sf.citidirect.com	 Page 18 of 24	© Copyright 2016 Citigroup



     

    

 



	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-C3


     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 sf.citidirect.com	 Page 19 of 24	© Copyright 2016 Citigroup



     

    

 


	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-C3


    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 sf.citidirect.com	 Page 20 of 24	© Copyright 2016 Citigroup



     

    

 


	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-C3


    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	 	There
    is no unscheduled principal activity for the current distribution period.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	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 sf.citidirect.com	 Page 21 of 24	© Copyright 2016 Citigroup



     

    

 


	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-C3


    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	 	There
    is no historical unscheduled principal activity.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	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 sf.citidirect.com	 Page 22 of 24	© Copyright 2016 Citigroup



     

    




	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-C3


    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 sf.citidirect.com	 Page 23 of 24	© Copyright 2016 Citigroup



     

    

 


	Distribution Date:	Citigroup Commercial Mortgage Trust 2016-C3	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2016-C3


    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 sf.citidirect.com	 Page 24 of 24	© Copyright 2016 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-C3


 


Re:          Citigroup
Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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-C3


 


Re:          Citigroup
Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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-C3


 


Re:          Citigroup
Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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-C3


 


Re:          Citigroup
Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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-C3


 


Re:          Citigroup
Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, Class [__]


 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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-C3


 


		Re:	Citigroup
    Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, Class
    [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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-C3


 


		Re:	Citigroup
Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, Class [__]	 



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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 Registrar

480 Washington Boulevard, 30th Floor


Jersey City, NJ 07310


Attention: Citibank Agency & Trust, CGCMT 2016-C3


 


		Re:	Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through
Certificates, Series 2016-C3 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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 attorney-in-fact and agent of the tax matters person (or “partnership
representative” within the meaning of Code Section 6223, to the extent such provision is applicable to the Trust REMICs)
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-C3


  


		Re:	Citigroup Commercial Mortgage Trust 2016-C3,
                                         Commercial Mortgage Pass-Through Certificates, Series 2016-C3, 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 November 1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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-C3


 


Citibank, N.A.,


          as Certificate
Administrator          


388 Greenwich Street, 14th Floor


New York, New York 10013


Attention:  Global Transaction Services – CGCMT 2016-C3


 


Deutsche Bank Trust Company Americas, as Trustee

1761 East St. Andrew Place


Santa Ana, California, 92705-4934

Attention: Trust Administration – CI16C3


 


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-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3	 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional amount]] [_____%
Percentage Interest] of Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3,
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 November 1, 2016 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of
PNC 


 






    L-3-1


     


    

 


Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors,
LLC, as Operating Advisor and 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 or Class G 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 within the meaning of U.S. Department of Labor Reg. Section 2510.3-101,
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 or class s 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 within the meaning of U.S. Department of Labor
Reg. Section 2510.3-101 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


     


    

 


[FOR TRANSFERS OF CLASS
S CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified institutional
buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that qualifies as an
“accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended, or an entity in which all of the equity owners qualify as “accredited investors” within the
meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended.]


 






    L-3-3


     


    

 


IN WITNESS WHEREOF, the Purchaser
hereby executes this Representation Letter on the ___ day of _____, ____.





	 	 	 
	 	Very
                                         truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 






    L-3-4


     


    

 


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-C3


 


Citibank, N.A., 


          as
Certificate Administrator          


388 Greenwich Street, 14th Floor


New York, New York 10013


Attention: Global Transaction Services – CGCMT 2016-C3


 


Deutsche Bank Trust Company Americas, as Trustee


1761 East St. Andrew Place


Santa Ana, California, 92705-4934


Attention: Trust Administration – CI16C3


 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice 


 


Re:          Citigroup
Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3, 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 November 1, 2016 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate
Advisors, LLC, as Operating Advisor and 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-C3
(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 registered interest, the


 






    L-4-1 


     

    

 


“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 November 3, 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]


 





	
        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 – CI16C3

        

	 	 	 
	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention:  Global Transaction Services – CGCMT 2016-C3	 	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and
Adam Singer



	 	 	 
	
        Trimont Real Estate Advisors, LLC

        

        One Alliance Center

        

        3500 Lenox Road, Suite G1

        

        Atlanta, Georgia 30326

        Attention: Operating Advisor

         
	 	 





			






		Re:	Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage
                                                                Pass-Through Certificates, Series 2016-C3



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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][a] [[investment advisor or manager of 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.






    M-1A-1 


     

    

 


2.          The
undersigned has received a copy of the Prospectus.2


 


3.          The undersigned
is not 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.


 


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.


 





 



2 Only
required for a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or an investment advisor or
manager of the foregoing).






    M-1A-2 


     

    

 


	 	 	 	 	 	 
	 	[[Investment advisor or manager
    of a] [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]


 





	
        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 – CI16C3

        

	 	 	 
	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention:  Global Transaction Services – CGCMT 2016-C3	 	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and
Adam Singer

	 	 	 
	
        Trimont Real Estate Advisors, LLC

        

        One Alliance Center

        

        3500 Lenox Road, Suite G1

        

        Atlanta, Georgia 30326

        

        Attention: Operating Advisor

         
	 	 





			






		Re:	Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage
                                                                Pass-Through Certificates, Series 2016-C3



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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].


 


2.          The undersigned
is not a Borrower Party.






    M-1B-1 


     

    

 


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.


 


4.          The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the 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.


 


5.          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.


 


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) 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.






    M-1B-2 


     

    

 


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-1B-3 


     

    

 


EXHIBIT M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 





	
        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 – CI16C3

         

	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention:  Global Transaction Services – CGCMT 2016-C3	 	
        Rialto Capital Advisors, LLC

        

        790 NW 107th Avenue, 4th Floor

        

        Miami, Florida 33172

        

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and
Adam Singer 

	 	 	 
	
        Trimont Real Estate Advisors, LLC

        

        One Alliance Center

        

        3500 Lenox Road, Suite G1

        

        Atlanta, Georgia 30326

        

        Attention: Operating Advisor

        
	 	 





			





 


		Re:	Citigroup Commercial
Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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].


 


2.          The undersigned
is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage Loans”):


 






    M-1C-1 


     

    

 


	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) 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


 



    M-1C-2 


     

    

 


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]


 


	
        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 – CI16C3


	 	 	 
	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention:  Global Transaction Services – CGCMT 2016-C3	 	
        Rialto Capital Advisors, LLC


        790 NW 107th Avenue, 4th Floor


        Miami, Florida 33172


        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

        

        


	
        Trimont Real Estate Advisors, LLC


        One Alliance Center


        3500 Lenox Road, Suite G1


        Atlanta, Georgia 30326


        Attention: Operating Advisor

	 	 





			



 


		Re:	Citigroup Commercial
Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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][a] [[investment advisor or manager of 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.


 





 



3 Only required
for a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or an investment advisor or manager
of the foregoing).


 






    M-1D-2 


     

    

 


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. 


	 	 	 	 	 	 
	 	[[Investment advisor or manager of a]
    [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]


 


	
        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 – CI16C3         

         

	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention:  Global Transaction Services – CGCMT 2016-C3	
Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

         

	 	 
	
       Trimont Real Estate Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite G1 

        Atlanta, Georgia 30326 

        Attention: Operating Advisor 
	 
	 	 	



 


	Re:	Citigroup Commercial Mortgage Trust 2016-C3, 

Commercial Mortgage
                                                                Pass-Through Certificates, Series 2016-C3



 


THIS NOTICE IDENTIFIES AN “EXCLUDED
CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE CITIGROUP COMMERCIAL MORTGAGE TRUST 2016-C3, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2016-C3, 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 November 1, 2016 (the “Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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 certifies and agrees as follows:


 






    M-1E-1 


     

    

 


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.


 


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)


 






    M-1E-2 


     

    

 


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.


 


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.


 






    M-1E-3 


     

    

 


	 	 	 	 
	 	[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-C3

         
	 


			






		Re:	Citigroup Commercial Mortgage Trust 2016-C3, 

Commercial Mortgage
                                                                Pass-Through Certificates, Series 2016-C3



 


In accordance with Section 4.02(a) of the
Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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-C3 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


 


	
        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 – CI16C3 

	 	 
	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention:  Global Transaction Services – CGCMT 2016-C3	
                Rialto Capital Advisors, LLC 

        790 NW 107th Avenue, 4th Floor 

        Miami, Florida 33172 

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

	 	 
	
        Trimont Real Estate Advisors, LLC 

        One Alliance Center 

        3500 Lenox Road, Suite G1 

        Atlanta, Georgia 30326 

        Attention: Operating Advisor 
	 


 


		Re:	Citigroup Commercial Mortgage Trust 2016-C3, 

Commercial
Mortgage Pass-Through Certificates, Series 2016-C3






 


In accordance with
Section 6.09(d) of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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.


 


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-1G-1 



     

    

 


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-C3


 


		Attention:	Citigroup Commercial Mortgage Trust 2016-C3,

 Commercial
Mortgage Pass-Through Certificates, Series 2016-C3



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2016
(the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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.



 


		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, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or a Mortgage Loan Seller.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an
Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or a Mortgage Loan Seller.



 






    	M-2A-1 



     

    

 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a Mortgage Loan Seller or an Affiliate
of any of the foregoing.



 


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-C3


 


		Attention:	Citigroup Commercial Mortgage Trust 2016-C3, 

Commercial
Mortgage Pass-Through Certificates, Series 2016-C3



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2016
(the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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 is an Excluded Controlling Class Holder. The undersigned is an Excluded Controlling
Class Holder with respect to the following Mortgage Loan(s):



 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 


 






    	M-2B-1 



     

    

 


		5.	The undersigned intends to exercise Voting Rights
under the Agreement and certifies that (please check all that apply):



 


		___	The undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, a Mortgage Loan Seller or an Affiliate
of any of the foregoing.



 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded Mortgage
Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or a Mortgage Loan Seller.



 


		___	The undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer, an
Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or a Mortgage Loan Seller.



 





		___	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
	 	 	 
	 	 	 
	 	 	 


 


		6.	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.



 


7.          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.


 






    	M-2B-2 



     

    







	 	 	 
	 	[Certificateholder] [Certificate Owner]
	 	 	 
	 	By:	 





 





	 	Name:  	 


 





	 	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 1-888-855-9695]


 


In connection with
the Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates Series 2016-C3 (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 November 1, 2016, between Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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


 


[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]


 


[Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer]
 


Deutsche Bank Trust Company Americas, as Trustee


1761 East St. Andrew Place


Santa Ana, California, 92705-4934


Attention: Trust Administration – CI16C3

 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


 


		Re:	Citigroup Commercial Mortgage Trust 2016-C3, 

Commercial
Mortgage Pass-Through Certificates, Series 2016-C3



 


Ladies and Gentlemen:


 


In
connection with the Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates, Series 2016-C3
(the “Certificates”), we acknowledge that we will be furnished by Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, and Rialto Capital Advisors, LLC, 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 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


 






    	M-4-1 



     

    

 


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 November
1, 2016, between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating
Advisor and 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: 	 





  


		cc:	Citigroup Commercial Mortgage Securities Inc.

[Trustee]



 




    	M-4-2 



     

    

 


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-C3


 


		Re:	Citigroup Commercial Mortgage Trust 2016-C3, 

Commercial
Mortgage Pass-Through Certificates, Series 2016-C3



 


Ladies and Gentlemen:


 


In accordance with the requirements for obtaining
certain information pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors,
LLC, as Operating Advisor and 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-C3, Commercial Mortgage Pass-Through
Certificates, Series 2016-C3 (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); and


 


(b)          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 representatives (collectively, the “Representatives”) in any manner
whatsoever, in whole or in part.


 






    	M-5-1 



     

    

 


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-C3, Commercial Mortgage Pass-Through
Certificates, Series 2016-C3



 


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-C3 Supplemental Servicer Schedule	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Original	Remaining	 	 
	Control	 	Loan	Mortgage 	 	 	General	 Original 	Origination	Amortization Term	Amortization Term	 	Letter of 
	Number	Footnotes	Number	Loan Seller	Property Name	Borrower Name	Property Type	 Balance ($) 	Date	(Mos.)	(Mos.)	Carve-out Guarantor	Credit
	1	(1)	1	Barclays Bank PLC	Briarwood Mall	Mall at Briarwood, LLC	Retail	65,000,000.00	8/15/2016	0	0	Simon Property Group, L.P.	No
	2	 	2	RMF	The Townhouse Apartments - Stamford	CSC-65 Prospect, LLC	Multifamily	58,000,000.00	9/30/2016	0	0	Robert Schlesinger	No
	3	(2)	3	Barclays Bank PLC	101 Hudson Street	101 Hudson Realty L.L.C.	Office	56,250,000.00	9/30/2016	0	0	Mack-Cali Realty, L.P.	No
	4	(3)	4	CGMRC	80 Park Plaza	80 Park Plaza SPE LLC, Quentin 80 Park Plaza LLC and Jo-Ash 80 Park Plaza LLC	Office	50,000,000.00	9/30/2016	360	360	Elchonon Schwartz and Simon Glick	No
	5	 	5	CGMRC	Belvoir Portfolio	BRG Providence 1 LLC, BRGQ Providence 1 LLC, KRR Providence 1 LLC, BRG Providence 2 LLC, BRGQ Providence 2 LLC, KRR Providence 2 LLC, BRG Providence 3 LLC, BRGQ Providence 3 LLC and KRR Providence 3 LLC	 	42,000,000.00	9/27/2016	360	360	Daniel Benedict and Richard A. Merhige	No
	5.01	 	5.01	CGMRC	225 Chapman Street	 	Office	 	 	 	 	 	 
	5.02	 	5.02	CGMRC	717 Allens Avenue	 	Office	 	 	 	 	 	 
	5.03	 	5.03	CGMRC	245 Chapman Street	 	Office	 	 	 	 	 	 
	5.04	 	5.04	CGMRC	1 Virginia Avenue	 	Office	 	 	 	 	 	 
	5.05	 	5.05	CGMRC	765 Allens Avenue	 	Office	 	 	 	 	 	 
	5.06	 	5.06	CGMRC	17 Virginia Avenue	 	Office	 	 	 	 	 	 
	5.07	 	5.07	CGMRC	117 Ellenfield Street	 	Office	 	 	 	 	 	 
	5.08	 	5.08	CGMRC	240 Chapman Street	 	Office	 	 	 	 	 	 
	5.09	 	5.09	CGMRC	45 Baker Street	 	Office	 	 	 	 	 	 
	5.1	 	5.1	CGMRC	63 Baker Street	 	Office	 	 	 	 	 	 
	5.11	 	5.11	CGMRC	78 Baker Street	 	Office	 	 	 	 	 	 
	5.12	 	5.12	CGMRC	75 Baker Street	 	Office	 	 	 	 	 	 
	6	(4)	6	CCRE	Potomac Mills	Mall at Potomac Mills, LLC	Retail	35,000,000.00	10/5/2016	0	0	Simon Property Group, L.P.	No
	7	(5)	7	CCRE	Hill7 Office	Hudson 1099 Stewart Street, LLC	Office	30,000,000.00	10/7/2016	0	0	Hudson Pacific Properties, L.P.	Yes
	8	(6)	8	Barclays Bank PLC	Quantum Park	Solace Ashburn DFG LLC	Office	30,000,000.00	9/28/2016	0	0	Solace Ashburn Investments LLC	No
	9	(7)	9	CGMRC	College Boulevard Portfolio	CBPK5 LP	 	30,000,000.00	9/9/2016	360	359	Raymond Massa	No
	9.01	 	9.01	CGMRC	7101 College Boulevard	 	Office	 	 	 	 	 	 
	9.02	 	9.02	CGMRC	Commerce Plaza I	 	Office	 	 	 	 	 	 
	9.03	 	9.03	CGMRC	Commerce Plaza II	 	Office	 	 	 	 	 	 
	9.04	 	9.04	CGMRC	Financial Plaza III	 	Office	 	 	 	 	 	 
	9.05	 	9.05	CGMRC	Financial Plaza II	 	Office	 	 	 	 	 	 
	10	(8)	10	CGMRC, RMF 	Marriott Hilton Head Resort & Spa	Columbia Properties Hilton Head, LLC	Hospitality	30,000,000.00	10/3/2016	300	299	Columbia Sussex Corporation and CSC Holdings, LLC	No
	11	 	11	CGMRC	Lightstone Hotel Portfolio	LVP H2S Seattle LLC, LVP H2S Seattle Holding Corp., LVP H2S Salt Lake City LLC and LVP H2S Salt Lake City Holding Corp.	 	28,400,000.00	10/5/2016	360	359	Lightstone Value Plus REIT III LP	No
	11.01	 	11.01	CGMRC	Home2 Suites Seattle Airport	 	Hospitality	 	 	 	 	 	 
	11.02	 	11.02	CGMRC	Home2 Suites Salt Lake City/South Jordan	 	Hospitality	 	 	 	 	 	 
	12.00	(9)	12.00	CCRE	Mills Fleet Farm	STORE SPE Mills Fleet 2016-1, LLC	 	28,000,000.00	6/16/2016	360	356	STORE Capital Corporation	No
	12.01	 	12.01	CCRE	Mills Fleet Farm - Fargo, ND	 	Retail	 	 	 	 	 	 
	12.02	 	12.02	CCRE	Mills Fleet Farm - Green Bay (East), WI	 	Retail	 	 	 	 	 	 
	12.03	 	12.03	CCRE	Mills Fleet Farm - Mankato, MN	 	Retail	 	 	 	 	 	 
	12.04	 	12.04	CCRE	Mills Fleet Farm - Hudson, WI	 	Retail	 	 	 	 	 	 
	12.05	 	12.05	CCRE	Mills Fleet Farm - Marshfield, WI	 	Retail	 	 	 	 	 	 
	13	 	13	CGMRC	Starwood Select Service Hotel Portfolio I	HSS Norton Shores Hotel, L.L.C., HSS Muskegon Hotel, L.L.C. and VIII-HII-South Tryon Street, L.L.C.	 	22,715,000.00	9/30/2016	360	359	SCG Hotel Investors Holdings, L.P.	No
	13.01	 	13.01	CGMRC	Hyatt House Charlotte	 	Hospitality	 	 	 	 	 	 
	13.02	 	13.02	CGMRC	Hampton Inn Muskegon	 	Hospitality	 	 	 	 	 	 
	13.03	 	13.03	CGMRC	Fairfield Inn & Suites Norton Shores	 	Hospitality	 	 	 	 	 	 
	14	 	14	CGMRC	Starwood Select Service Hotel Portfolio II	IM Spokane, L.P. and IM Boise 2, L.P.	 	18,960,000.00	9/30/2016	360	359	SCG Hotel Investors Holdings, L.P.	No
	14.01	 	14.01	CGMRC	Residence Inn Boise	 	Hospitality	 	 	 	 	 	 
	14.02	 	14.02	CGMRC	Residence Inn Spokane	 	Hospitality	 	 	 	 	 	 
	15	 	15	Barclays Bank PLC	Las Palmas I, II, III	Las Palmas Investments, Inc.	Multifamily	16,750,000.00	10/11/2016	360	360	H.K. Realty, Inc.	No
	16	 	16	CGMRC	Broward County Office Portfolio	Israel Family Park Central One LLC, Israel Family 1401 University LLC and MCCS 450 N. Park, LLC	 	14,500,000.00	9/30/2016	0	0	Kenneth Israel	No
	16.01	 	16.01	CGMRC	Bank of America Center	 	Office	 	 	 	 	 	 
	16.02	 	16.02	CGMRC	Park Central Building 1	 	Office	 	 	 	 	 	 
	16.03	 	16.03	CGMRC	Regions Bank Building	 	Office	 	 	 	 	 	 
	17	 	17	Barclays Bank PLC	North Pointe - Riverside	North Pointe Apts., Inc.	Multifamily	13,500,000.00	10/11/2016	360	360	J.K. Properties, Inc.	No
	18	 	18	CGMRC	Starwood Select Service Hotel Portfolio III	Midwest Heritage Inn of Ashland, L.P., Midwest Heritage Inn of Dayton, L.P. and Westside Midwest Heritage Inn of Lexington, L.P.	 	12,150,000.00	9/30/2016	360	359	SCG Hotel Investors Holdings, L.P.	No
	18.01	 	18.01	CGMRC	Fairfield Inn & Suites Lexington	 	Hospitality	 	 	 	 	 	 
	18.02	 	18.02	CGMRC	Fairfield Inn & Suites Dayton	 	Hospitality	 	 	 	 	 	 
	18.03	 	18.03	CGMRC	Fairfield Inn & Suites Ashland	 	Hospitality	 	 	 	 	 	 
	19	 	19	CCRE	Southland Office Center	Southland Office Investors, LLC	Office	12,100,000.00	8/11/2016	360	358	Kevin P. Kaseff and Derek Graham	No
	20	 	20	RMF	The Bristol Hotel	International Hotel Associates No. 5 LLC	Hospitality	12,000,000.00	9/29/2016	360	359	Eric D. Horodas and Peter G. Trethewey	No
	21	 	21	RMF	444 Connecticut Avenue	444 Connecticut Avenue LLC	Retail	11,400,000.00	10/3/2016	360	360	Stanley M. Seligson, Robert Epstein and the Stanley M. Seligson Trust, as amended and restated September 28, 2015	No
	22	 	22	CGMRC	Mariposa Plaza	Mariposa Plaza, LLC	Retail	10,500,000.00	10/17/2016	360	360	Manuel Torres Soucy and Valor Real Corporation	No
	23	 	23	CGMRC	Hampton Inn & Suites Tempe ASU Area	Tempe Hotel Properties, LLC	Hospitality	9,900,000.00	9/27/2016	360	359	Virtual Realty Enterprises, L.L.C.	No
	24	 	24	RMF	Staybridge Suites - Merrillville	SB Merrillville Hospitality LLC	Hospitality	9,500,000.00	9/2/2016	360	358	Amit Shah, Chinu Shah and Dutt Patel	No
	25	 	25	Barclays Bank PLC	Storage Etc. - Torrance, CA	Ramp Up, LLC	Self Storage	9,112,500.00	10/12/2016	360	360	Gregory S. Houge, Bruce H. Rothman and Laurent A. Opman	No
	26	 	26	CGMRC	Homewood Suites Overland Park	OP Hotel Associates, LLC	Hospitality	7,500,000.00	10/3/2016	300	299	Daniel J. Vosotas	No
	27	 	27	Barclays Bank PLC	Hammer Lane Self Storage	HL Hammer Lane Storage, LLC	Self Storage	7,350,000.00	10/12/2016	0	0	Jeffrey S. Leon as individual and as trustee of The Leon Living Trust, Dated 10/2/13 and R. Michael House as individual and as trustee of The House Living Trust Dated August 30, 2016	No
	28	(10)	28	CCRE	Marriott Saddle Brook	CP Saddle Brook, LLC	Hospitality	7,636,363.00	11/10/2015	360	349	Sussex Holdings, LLC and Columbia Sussex Corporation	No
	29	 	29	CGMRC	Brookdale Shopping Center	Brookdale Shopping Center L.L.C.	Retail	6,900,000.00	9/20/2016	360	359	Norman Beznos and Amended and Restated Revocable Trust of Norman Beznos U/T/A Dated November 28, 2001, As Amended	No
	30	 	30	RMF	Parkview Apartments	F.L. Arrow Wood Apartments, Ltd.	Multifamily	6,650,000.00	9/16/2016	360	359	Bruce P. Woodward, James Alexander McCabe and Steven Dietrich	No
	31	 	31	CGMRC	NC Self Storage	N.C. Self Storage, LLC and JBO Holdings, LLC	Mixed Use	6,500,000.00	9/23/2016	360	359	James B. O’Malley	No
	32	 	32	RMF	Town House Apartments - Memphis	1437 Central Holding, LLC	Multifamily	6,200,000.00	10/7/2016	360	360	Eric Clauson	No
	33	 	33	RMF	Preston Racquet Club Condominiums	FLW Preston, Ltd.	Multifamily	6,000,000.00	9/2/2016	360	360	Bruce P. Woodward, James Alexander McCabe and Steven Dietrich	No
	34	 	34	Barclays Bank PLC	Landerhaven Office Park	Landerhaven Office Plaza, LLC	Office	5,450,000.00	10/14/2016	360	360	Bradley T. Kowit, Gregg Levy and Steve S. Passov	No
	35	 	35	Barclays Bank PLC	Storage Etc. - Pomona, CA	SE Pomona LLC	Self Storage	5,425,000.00	9/16/2016	0	0	Gregory S. Houge, Bruce H. Rothman, Laurent A. Opman and Serge Azria	No
	36	 	36	CGMRC	Rite Aid - ACV Portfolio #1	ACV RAD06 One, LLC	 	5,300,000.00	10/21/2016	360	360	David R. Grieve	No
	36.01	 	36.01	CGMRC	7700 Shepherdsville Road - Louisville, KY	 	Retail	 	 	 	 	 	 
	36.02	 	36.02	CGMRC	7500 Terry Road - Louisville, KY	 	Retail	 	 	 	 	 	 
	37	 	37	CGMRC	Regis Houze Apartments	Live @ St. Regis, LLC	Mixed Use	5,225,000.00	10/19/2016	360	360	Joe Barbat, David D. Ebner and Salman. D Yono	No
	38	 	38	CCRE	Oakdale Shopping Center	Oakdale Shopping Center L.L.C.	Retail	4,900,000.00	8/8/2016	300	298	Peter Dwares	No
	39	 	39	Barclays Bank PLC	Storage Etc. - Rosemead, CA	SE Rosemead LLC	Self Storage	4,755,000.00	9/16/2016	0	0	Gregory S. Houge, Bruce H. Rothman, Laurent A. Opman and Serge Azria	No
	40	 	40	Barclays Bank PLC	Storage Etc. - Diamond Bar, CA	SE Diamond Bar LLC	Self Storage	4,690,000.00	9/16/2016	0	0	Gregory S. Houge, Bruce H. Rothman, Laurent A. Opman and Serge Azria	No
	41	 	41	Barclays Bank PLC	Congress Pointe Shopping Center	Congress Pointe Inc.	Retail	4,000,000.00	10/14/2016	360	360	Nelson Tiburcio and Xenia Noriega	No
	42	 	42	CCRE	Grand Avenue Business Plaza	GAP Retail, LLC	Retail	2,850,000.00	7/5/2016	360	356	Mark P. Esbensen and Philip G. Esbensen	No
	43	 	43	CCRE	Fresenius Birmingham	CS1031 Birmingham MOB, DST	Office	2,800,000.00	8/26/2016	360	360	Louis J. Rogers	No
	44	 	44	CCRE	Overland Corporate B Building	Overland Building B, LLC	Office	1,800,000.00	8/12/2016	360	358	Fred D. Grimes, Mark P. Esbensen and William Wen-Wai Lo	No


 


     


     


    
 

	CGCMT 2016-C3 Supplemental Servicer Schedule	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Control	 	Loan	Mortgage 	 	Upfront RE  	Ongoing RE 	Upfront	Ongoing	Upfront	Ongoing	Replacement 
	Number	Footnotes	Number	Loan Seller	Property Name	Tax Reserve ($)	Tax Reserve ($)	 Insurance Reserve ($)	 Insurance Reserve ($)	Replacement Reserve ($)	Replacement Reserve ($)	Reserve Caps ($)
	1	(1)	1	Barclays Bank PLC	Briarwood Mall	0.00	0.00	0.00	0.00	0.00	0.00	130,205.00
	2	 	2	RMF	The Townhouse Apartments - Stamford	234,934.35	55,936.75	0.00	0.00	0.00	5,625.00	0.00
	3	(2)	3	Barclays Bank PLC	101 Hudson Street	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	4	(3)	4	CGMRC	80 Park Plaza	906,127.57	302,042.52	35,303.91	17,651.96	4,500,000.00	0.00	1,000,000.00
	5	 	5	CGMRC	Belvoir Portfolio	74,409.11	0.00	30,760.26	7,690.07	0.00	7,590.24	0.00
	5.01	 	5.01	CGMRC	225 Chapman Street	 	 	 	 	 	 	 
	5.02	 	5.02	CGMRC	717 Allens Avenue	 	 	 	 	 	 	 
	5.03	 	5.03	CGMRC	245 Chapman Street	 	 	 	 	 	 	 
	5.04	 	5.04	CGMRC	1 Virginia Avenue	 	 	 	 	 	 	 
	5.05	 	5.05	CGMRC	765 Allens Avenue	 	 	 	 	 	 	 
	5.06	 	5.06	CGMRC	17 Virginia Avenue	 	 	 	 	 	 	 
	5.07	 	5.07	CGMRC	117 Ellenfield Street	 	 	 	 	 	 	 
	5.08	 	5.08	CGMRC	240 Chapman Street	 	 	 	 	 	 	 
	5.09	 	5.09	CGMRC	45 Baker Street	 	 	 	 	 	 	 
	5.1	 	5.1	CGMRC	63 Baker Street	 	 	 	 	 	 	 
	5.11	 	5.11	CGMRC	78 Baker Street	 	 	 	 	 	 	 
	5.12	 	5.12	CGMRC	75 Baker Street	 	 	 	 	 	 	 
	6	(4)	6	CCRE	Potomac Mills	0.00	0.00	0.00	0.00	0.00	0.00	645,000.00
	7	(5)	7	CCRE	Hill7 Office	602,000.00	75,250.00	0.00	0.00	0.00	0.00	85,704.00
	8	(6)	8	Barclays Bank PLC	Quantum Park	0.00	191,399.89	25,086.49	0.00	0.00	11,785.54	0.00
	9	(7)	9	CGMRC	College Boulevard Portfolio	1,202,459.51	200,409.92	48,550.25	9,710.05	0.00	15,798.00	0.00
	9.01	 	9.01	CGMRC	7101 College Boulevard	 	 	 	 	 	 	 
	9.02	 	9.02	CGMRC	Commerce Plaza I	 	 	 	 	 	 	 
	9.03	 	9.03	CGMRC	Commerce Plaza II	 	 	 	 	 	 	 
	9.04	 	9.04	CGMRC	Financial Plaza III	 	 	 	 	 	 	 
	9.05	 	9.05	CGMRC	Financial Plaza II	 	 	 	 	 	 	 
	10	(8)	10	CGMRC, RMF 	Marriott Hilton Head Resort & Spa	1,037,749.97	98,833.33	203,169.77	32,249.17	0.00	138,910.31	0.00
	11	 	11	CGMRC	Lightstone Hotel Portfolio	0.00	33,043.72	0.00	0.00	0.00	38,392.42	0.00
	11.01	 	11.01	CGMRC	Home2 Suites Seattle Airport	 	 	 	 	 	 	 
	11.02	 	11.02	CGMRC	Home2 Suites Salt Lake City/South Jordan	 	 	 	 	 	 	 
	12.00	(9)	12.00	CCRE	Mills Fleet Farm	0.00	0.00	0.00	0.00	0.00	0.00	779,526.00
	12.01	 	12.01	CCRE	Mills Fleet Farm - Fargo, ND	 	 	 	 	 	 	 
	12.02	 	12.02	CCRE	Mills Fleet Farm - Green Bay (East), WI	 	 	 	 	 	 	 
	12.03	 	12.03	CCRE	Mills Fleet Farm - Mankato, MN	 	 	 	 	 	 	 
	12.04	 	12.04	CCRE	Mills Fleet Farm - Hudson, WI	 	 	 	 	 	 	 
	12.05	 	12.05	CCRE	Mills Fleet Farm - Marshfield, WI	 	 	 	 	 	 	 
	13	 	13	CGMRC	Starwood Select Service Hotel Portfolio I	76,403.90	25,467.97	0.00	0.00	0.00	33,645.83	0.00
	13.01	 	13.01	CGMRC	Hyatt House Charlotte	 	 	 	 	 	 	 
	13.02	 	13.02	CGMRC	Hampton Inn Muskegon	 	 	 	 	 	 	 
	13.03	 	13.03	CGMRC	Fairfield Inn & Suites Norton Shores	 	 	 	 	 	 	 
	14	 	14	CGMRC	Starwood Select Service Hotel Portfolio II	18,490.82	18,490.82	0.00	0.00	0.00	21,275.00	0.00
	14.01	 	14.01	CGMRC	Residence Inn Boise	 	 	 	 	 	 	 
	14.02	 	14.02	CGMRC	Residence Inn Spokane	 	 	 	 	 	 	 
	15	 	15	Barclays Bank PLC	Las Palmas I, II, III	63,193.70	12,638.74	0.00	0.00	0.00	4,416.67	0.00
	16	 	16	CGMRC	Broward County Office Portfolio	33,890.82	33,890.82	0.00	0.00	0.00	0.00	0.00
	16.01	 	16.01	CGMRC	Bank of America Center	 	 	 	 	 	 	 
	16.02	 	16.02	CGMRC	Park Central Building 1	 	 	 	 	 	 	 
	16.03	 	16.03	CGMRC	Regions Bank Building	 	 	 	 	 	 	 
	17	 	17	Barclays Bank PLC	North Pointe - Riverside	20,025.00	4,005.00	0.00	0.00	0.00	2,916.67	0.00
	18	 	18	CGMRC	Starwood Select Service Hotel Portfolio III	84,542.31	15,983.81	0.00	0.00	0.00	17,593.00	0.00
	18.01	 	18.01	CGMRC	Fairfield Inn & Suites Lexington	 	 	 	 	 	 	 
	18.02	 	18.02	CGMRC	Fairfield Inn & Suites Dayton	 	 	 	 	 	 	 
	18.03	 	18.03	CGMRC	Fairfield Inn & Suites Ashland	 	 	 	 	 	 	 
	19	 	19	CCRE	Southland Office Center	145,333.33	18,166.67	40,050.07	4,450.01	0.00	2,212.90	0.00
	20	 	20	RMF	The Bristol Hotel	64,491.53	12,284.10	0.00	0.00	3,080,000.00	0.00	0.00
	21	 	21	RMF	444 Connecticut Avenue	50,464.89	12,015.45	0.00	0.00	0.00	1,013.70	0.00
	22	 	22	CGMRC	Mariposa Plaza	163,446.10	13,620.51	14,970.55	4,990.18	90,000.00	473.67	0.00
	23	 	23	CGMRC	Hampton Inn & Suites Tempe ASU Area	22,656.06	11,328.03	26,378.28	2,398.03	0.00	12,646.17	0.00
	24	 	24	RMF	Staybridge Suites - Merrillville	0.00	10,994.67	5,140.28	2,447.75	0.00	8,512.73	0.00
	25	 	25	Barclays Bank PLC	Storage Etc. - Torrance, CA	39,611.81	6,601.97	0.00	0.00	0.00	1,587.56	0.00
	26	 	26	CGMRC	Homewood Suites Overland Park	81,128.46	13,521.41	9,212.88	921.29	0.00	11,076.17	0.00
	27	 	27	Barclays Bank PLC	Hammer Lane Self Storage	0.00	7,238.54	0.00	865.50	0.00	1,320.08	0.00
	28	(10)	28	CCRE	Marriott Saddle Brook	122,000.00	61,000.00	34,156.06	7,177.03	0.00	47,779.16	0.00
	29	 	29	CGMRC	Brookdale Shopping Center	51,274.23	10,254.85	5,645.43	705.68	125,000.00	0.00	118,300.20
	30	 	30	RMF	Parkview Apartments	95,280.47	9,074.33	77,848.96	6,740.17	200,000.00	4,166.67	0.00
	31	 	31	CGMRC	NC Self Storage	5,500.38	1,833.46	4,004.66	1,334.89	0.00	1,553.58	74,571.84
	32	 	32	RMF	Town House Apartments - Memphis	51,193.09	12,188.83	48,098.01	4,164.33	461,975.00	10,479.17	0.00
	33	 	33	RMF	Preston Racquet Club Condominiums	149,487.94	15,818.83	51,115.79	4,868.17	250,000.00	2,333.33	0.00
	34	 	34	Barclays Bank PLC	Landerhaven Office Park	44,848.73	8,969.75	0.00	0.00	0.00	1,246.00	0.00
	35	 	35	Barclays Bank PLC	Storage Etc. - Pomona, CA	11,831.10	5,915.55	0.00	0.00	0.00	807.39	0.00
	36	 	36	CGMRC	Rite Aid - ACV Portfolio #1	0.00	0.00	2,129.66	304.24	0.00	279.75	10,071.00
	36.01	 	36.01	CGMRC	7700 Shepherdsville Road - Louisville, KY	 	 	 	 	 	 	 
	36.02	 	36.02	CGMRC	7500 Terry Road - Louisville, KY	 	 	 	 	 	 	 
	37	 	37	CGMRC	Regis Houze Apartments	52,936.58	4,812.42	21,525.00	1,793.75	0.00	1,529.17	91,750.20
	38	 	38	CCRE	Oakdale Shopping Center	25,333.33	3,166.67	20,122.03	1,829.28	118,067.00	2,448.04	0.00
	39	 	39	Barclays Bank PLC	Storage Etc. - Rosemead, CA	33,432.88	5,572.15	0.00	0.00	0.00	421.25	0.00
	40	 	40	Barclays Bank PLC	Storage Etc. - Diamond Bar, CA	27,586.12	5,517.22	0.00	0.00	0.00	546.45	0.00
	41	 	41	Barclays Bank PLC	Congress Pointe Shopping Center	81,814.94	6,817.91	3,602.56	3,602.56	0.00	454.00	0.00
	42	 	42	CCRE	Grand Avenue Business Plaza	11,000.00	1,833.33	3,365.87	1,142.45	0.00	185.65	0.00
	43	 	43	CCRE	Fresenius Birmingham	0.00	0.00	403.67	201.83	8,222.00	0.00	0.00
	44	 	44	CCRE	Overland Corporate B Building	12,000.00	1,500.00	189.00	189.00	0.00	122.01	0.00


 


     


     


    
 

	CGCMT 2016-C3 Supplemental Servicer Schedule	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Control	 	Loan	Mortgage 	 	Upfront	Ongoing	 	Upfront Debt	Ongoing Debt  	Upfront Deferred	Ongoing Deferred
	Number	Footnotes	Number	Loan Seller	Property Name	TI/LC Reserve ($)	TI/LC Reserve ($)	TI/LC Caps ($)	Service Reserve ($)	Service Reserve ($)	 Maintenance Reserve ($)	 Maintenance Reserve ($)
	1	(1)	1	Barclays Bank PLC	Briarwood Mall	0.00	0.00	2,496,933.00	0.00	0.00	0.00	0.00
	2	 	2	RMF	The Townhouse Apartments - Stamford	0.00	0.00	0.00	0.00	0.00	257,425.30	0.00
	3	(2)	3	Barclays Bank PLC	101 Hudson Street	0.00	0.00	0.00	0.00	0.00	104,000.00	0.00
	4	(3)	4	CGMRC	80 Park Plaza	1,500,000.00	0.00	1,000,000.00	0.00	0.00	0.00	0.00
	5	 	5	CGMRC	Belvoir Portfolio	1,500,000.00	28,934.50	0.00	0.00	0.00	6,900.00	0.00
	5.01	 	5.01	CGMRC	225 Chapman Street	 	 	 	 	 	 	 
	5.02	 	5.02	CGMRC	717 Allens Avenue	 	 	 	 	 	 	 
	5.03	 	5.03	CGMRC	245 Chapman Street	 	 	 	 	 	 	 
	5.04	 	5.04	CGMRC	1 Virginia Avenue	 	 	 	 	 	 	 
	5.05	 	5.05	CGMRC	765 Allens Avenue	 	 	 	 	 	 	 
	5.06	 	5.06	CGMRC	17 Virginia Avenue	 	 	 	 	 	 	 
	5.07	 	5.07	CGMRC	117 Ellenfield Street	 	 	 	 	 	 	 
	5.08	 	5.08	CGMRC	240 Chapman Street	 	 	 	 	 	 	 
	5.09	 	5.09	CGMRC	45 Baker Street	 	 	 	 	 	 	 
	5.1	 	5.1	CGMRC	63 Baker Street	 	 	 	 	 	 	 
	5.11	 	5.11	CGMRC	78 Baker Street	 	 	 	 	 	 	 
	5.12	 	5.12	CGMRC	75 Baker Street	 	 	 	 	 	 	 
	6	(4)	6	CCRE	Potomac Mills	0.00	0.00	2,580,000.00	0.00	0.00	0.00	0.00
	7	(5)	7	CCRE	Hill7 Office	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	8	(6)	8	Barclays Bank PLC	Quantum Park	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	9	(7)	9	CGMRC	College Boulevard Portfolio	1,500,000.00	80,048.00	2,000,000.00	0.00	0.00	214,216.00	0.00
	9.01	 	9.01	CGMRC	7101 College Boulevard	 	 	 	 	 	 	 
	9.02	 	9.02	CGMRC	Commerce Plaza I	 	 	 	 	 	 	 
	9.03	 	9.03	CGMRC	Commerce Plaza II	 	 	 	 	 	 	 
	9.04	 	9.04	CGMRC	Financial Plaza III	 	 	 	 	 	 	 
	9.05	 	9.05	CGMRC	Financial Plaza II	 	 	 	 	 	 	 
	10	(8)	10	CGMRC, RMF 	Marriott Hilton Head Resort & Spa	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	11	 	11	CGMRC	Lightstone Hotel Portfolio	0.00	0.00	0.00	0.00	0.00	194,552.50	0.00
	11.01	 	11.01	CGMRC	Home2 Suites Seattle Airport	 	 	 	 	 	 	 
	11.02	 	11.02	CGMRC	Home2 Suites Salt Lake City/South Jordan	 	 	 	 	 	 	 
	12.00	(9)	12.00	CCRE	Mills Fleet Farm	0.00	0.00	2,598,420.00	0.00	0.00	0.00	0.00
	12.01	 	12.01	CCRE	Mills Fleet Farm - Fargo, ND	 	 	 	 	 	 	 
	12.02	 	12.02	CCRE	Mills Fleet Farm - Green Bay (East), WI	 	 	 	 	 	 	 
	12.03	 	12.03	CCRE	Mills Fleet Farm - Mankato, MN	 	 	 	 	 	 	 
	12.04	 	12.04	CCRE	Mills Fleet Farm - Hudson, WI	 	 	 	 	 	 	 
	12.05	 	12.05	CCRE	Mills Fleet Farm - Marshfield, WI	 	 	 	 	 	 	 
	13	 	13	CGMRC	Starwood Select Service Hotel Portfolio I	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	13.01	 	13.01	CGMRC	Hyatt House Charlotte	 	 	 	 	 	 	 
	13.02	 	13.02	CGMRC	Hampton Inn Muskegon	 	 	 	 	 	 	 
	13.03	 	13.03	CGMRC	Fairfield Inn & Suites Norton Shores	 	 	 	 	 	 	 
	14	 	14	CGMRC	Starwood Select Service Hotel Portfolio II	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	14.01	 	14.01	CGMRC	Residence Inn Boise	 	 	 	 	 	 	 
	14.02	 	14.02	CGMRC	Residence Inn Spokane	 	 	 	 	 	 	 
	15	 	15	Barclays Bank PLC	Las Palmas I, II, III	0.00	0.00	0.00	0.00	0.00	123,887.50	0.00
	16	 	16	CGMRC	Broward County Office Portfolio	25,000.00	0.00	0.00	0.00	0.00	0.00	0.00
	16.01	 	16.01	CGMRC	Bank of America Center	 	 	 	 	 	 	 
	16.02	 	16.02	CGMRC	Park Central Building 1	 	 	 	 	 	 	 
	16.03	 	16.03	CGMRC	Regions Bank Building	 	 	 	 	 	 	 
	17	 	17	Barclays Bank PLC	North Pointe - Riverside	0.00	0.00	0.00	0.00	0.00	150,429.40	0.00
	18	 	18	CGMRC	Starwood Select Service Hotel Portfolio III	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	18.01	 	18.01	CGMRC	Fairfield Inn & Suites Lexington	 	 	 	 	 	 	 
	18.02	 	18.02	CGMRC	Fairfield Inn & Suites Dayton	 	 	 	 	 	 	 
	18.03	 	18.03	CGMRC	Fairfield Inn & Suites Ashland	 	 	 	 	 	 	 
	19	 	19	CCRE	Southland Office Center	100,000.00	8,298.38	0.00	0.00	0.00	112,500.00	0.00
	20	 	20	RMF	The Bristol Hotel	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	21	 	21	RMF	444 Connecticut Avenue	0.00	2,675.04	0.00	0.00	0.00	13,717.50	0.00
	22	 	22	CGMRC	Mariposa Plaza	0.00	1,827.14	0.00	0.00	0.00	0.00	0.00
	23	 	23	CGMRC	Hampton Inn & Suites Tempe ASU Area	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	24	 	24	RMF	Staybridge Suites - Merrillville	0.00	0.00	0.00	0.00	0.00	750.00	0.00
	25	 	25	Barclays Bank PLC	Storage Etc. - Torrance, CA	0.00	0.00	0.00	0.00	0.00	7,718.75	0.00
	26	 	26	CGMRC	Homewood Suites Overland Park	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	27	 	27	Barclays Bank PLC	Hammer Lane Self Storage	0.00	0.00	0.00	0.00	0.00	79,131.25	0.00
	28	(10)	28	CCRE	Marriott Saddle Brook	0.00	0.00	0.00	0.00	0.00	52,095.00	0.00
	29	 	29	CGMRC	Brookdale Shopping Center	50,000.00	7,886.50	473,190.00	0.00	0.00	0.00	0.00
	30	 	30	RMF	Parkview Apartments	0.00	0.00	0.00	0.00	0.00	33,062.50	0.00
	31	 	31	CGMRC	NC Self Storage	0.00	0.00	0.00	0.00	0.00	995,769.50	0.00
	32	 	32	RMF	Town House Apartments - Memphis	0.00	0.00	0.00	0.00	0.00	197,900.00	0.00
	33	 	33	RMF	Preston Racquet Club Condominiums	0.00	0.00	0.00	0.00	0.00	6,762.50	0.00
	34	 	34	Barclays Bank PLC	Landerhaven Office Park	100,000.00	6,230.58	0.00	0.00	0.00	27,862.50	0.00
	35	 	35	Barclays Bank PLC	Storage Etc. - Pomona, CA	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	36	 	36	CGMRC	Rite Aid - ACV Portfolio #1	0.00	932.67	55,960.20	0.00	0.00	0.00	0.00
	36.01	 	36.01	CGMRC	7700 Shepherdsville Road - Louisville, KY	 	 	 	 	 	 	 
	36.02	 	36.02	CGMRC	7500 Terry Road - Louisville, KY	 	 	 	 	 	 	 
	37	 	37	CGMRC	Regis Houze Apartments	0.00	399.58	23,974.80	0.00	0.00	0.00	0.00
	38	 	38	CCRE	Oakdale Shopping Center	0.00	0.00	0.00	0.00	0.00	62,460.00	0.00
	39	 	39	Barclays Bank PLC	Storage Etc. - Rosemead, CA	0.00	0.00	0.00	0.00	0.00	9,875.00	0.00
	40	 	40	Barclays Bank PLC	Storage Etc. - Diamond Bar, CA	0.00	0.00	0.00	0.00	0.00	8,750.00	0.00
	41	 	41	Barclays Bank PLC	Congress Pointe Shopping Center	100,000.00	1,363.00	180,000.00	0.00	0.00	91,000.00	0.00
	42	 	42	CCRE	Grand Avenue Business Plaza	50,000.00	580.17	75,000.00	0.00	0.00	1,250.00	0.00
	43	 	43	CCRE	Fresenius Birmingham	0.00	0.00	0.00	0.00	0.00	0.00	0.00
	44	 	44	CCRE	Overland Corporate B Building	0.00	610.06	0.00	0.00	0.00	0.00	0.00


 


     


     


    
 

	CGCMT 2016-C3 Supplemental Servicer Schedule	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Grace	Grace	 	 	 	 
	Control	 	Loan	Mortgage 	 	Upfront	Ongoing	Upfront	Ongoing	Other Reserve	Period-	Period-	Environmental	Residual Value	Lease Enhancement	O&M
	Number	Footnotes	Number	Loan Seller	Property Name	Environmental Reserve ($)	Environmental Reserve ($)	 Other Reserve ($)	 Other Reserve ($)	Description	Default	Late Fee	Insurance Required	Insurance	Insurance	Required
	1	(1)	1	Barclays Bank PLC	Briarwood Mall	0.00	0.00	0.00	0.00	 	4	0	No	No	No	Yes
	2	 	2	RMF	The Townhouse Apartments - Stamford	95,000.00	0.00	59,934.00	0.00	Environmental Insurance Funds	0	0	No	No	No	Yes
	3	(2)	3	Barclays Bank PLC	101 Hudson Street	0.00	0.00	19,049,837.00	0.00	Existing TI/LC Obligations Reserve ($16,270,684), Rent Concession Reserve ($2,779,153)	0	0	Yes	No	No	No
	4	(3)	4	CGMRC	80 Park Plaza	0.00	0.00	1,422,745.00	0.00	Unfunded Obligations Reserve	0	0	Yes	No	No	Yes
	5	 	5	CGMRC	Belvoir Portfolio	0.00	0.00	0.00	0.00	 	0	0	No	 	 	 
	5.01	 	5.01	CGMRC	225 Chapman Street	 	 	 	 	 	 	 	No	No	No	Yes
	5.02	 	5.02	CGMRC	717 Allens Avenue	 	 	 	 	 	 	 	No	No	No	Yes
	5.03	 	5.03	CGMRC	245 Chapman Street	 	 	 	 	 	 	 	No	No	No	No
	5.04	 	5.04	CGMRC	1 Virginia Avenue	 	 	 	 	 	 	 	No	No	No	No
	5.05	 	5.05	CGMRC	765 Allens Avenue	 	 	 	 	 	 	 	No	No	No	Yes
	5.06	 	5.06	CGMRC	17 Virginia Avenue	 	 	 	 	 	 	 	No	No	No	Yes
	5.07	 	5.07	CGMRC	117 Ellenfield Street	 	 	 	 	 	 	 	No	No	No	Yes
	5.08	 	5.08	CGMRC	240 Chapman Street	 	 	 	 	 	 	 	No	No	No	No
	5.09	 	5.09	CGMRC	45 Baker Street	 	 	 	 	 	 	 	No	No	No	Yes
	5.1	 	5.1	CGMRC	63 Baker Street	 	 	 	 	 	 	 	No	No	No	Yes
	5.11	 	5.11	CGMRC	78 Baker Street	 	 	 	 	 	 	 	No	No	No	Yes
	5.12	 	5.12	CGMRC	75 Baker Street	 	 	 	 	 	 	 	No	No	No	Yes
	6	(4)	6	CCRE	Potomac Mills	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	7	(5)	7	CCRE	Hill7 Office	0.00	0.00	0.00	0.00	 	0	2	No	No	No	No
	8	(6)	8	Barclays Bank PLC	Quantum Park	0.00	0.00	0.00	439,668.47	Condominium Common Charges Reserve	0	0	No	No	No	No
	9	(7)	9	CGMRC	College Boulevard Portfolio	0.00	0.00	1,107,731.16	0.00	Upfront Unfunded Tenant Obligations Reserve ($979,673); Upfront Free Rent Reserve ($128,058.16)	0	0	No	 	 	 
	9.01	 	9.01	CGMRC	7101 College Boulevard	 	 	 	 	 	 	 	No	No	No	Yes
	9.02	 	9.02	CGMRC	Commerce Plaza I	 	 	 	 	 	 	 	No	No	No	Yes
	9.03	 	9.03	CGMRC	Commerce Plaza II	 	 	 	 	 	 	 	No	No	No	Yes
	9.04	 	9.04	CGMRC	Financial Plaza III	 	 	 	 	 	 	 	No	No	No	No
	9.05	 	9.05	CGMRC	Financial Plaza II	 	 	 	 	 	 	 	No	No	No	No
	10	(8)	10	CGMRC, RMF 	Marriott Hilton Head Resort & Spa	0.00	0.00	3,630,000.00	0.00	Seasonality Reserve	0	0	No	No	No	Yes
	11	 	11	CGMRC	Lightstone Hotel Portfolio	0.00	0.00	383,676.00	0.00	PIP Reserve	0	2	No	 	 	 
	11.01	 	11.01	CGMRC	Home2 Suites Seattle Airport	 	 	 	 	 	 	 	No	No	No	No
	11.02	 	11.02	CGMRC	Home2 Suites Salt Lake City/South Jordan	 	 	 	 	 	 	 	No	No	No	No
	12.00	(9)	12.00	CCRE	Mills Fleet Farm	0.00	0.00	0.00	0.00	 	0	0	Yes	 	 	 
	12.01	 	12.01	CCRE	Mills Fleet Farm - Fargo, ND	 	 	 	 	 	 	 	Yes	No	No	No
	12.02	 	12.02	CCRE	Mills Fleet Farm - Green Bay (East), WI	 	 	 	 	 	 	 	Yes	No	No	Yes
	12.03	 	12.03	CCRE	Mills Fleet Farm - Mankato, MN	 	 	 	 	 	 	 	Yes	No	No	No
	12.04	 	12.04	CCRE	Mills Fleet Farm - Hudson, WI	 	 	 	 	 	 	 	Yes	No	No	No
	12.05	 	12.05	CCRE	Mills Fleet Farm - Marshfield, WI	 	 	 	 	 	 	 	Yes	No	No	Yes
	13	 	13	CGMRC	Starwood Select Service Hotel Portfolio I	0.00	0.00	500,000.00	0.00	PIP Reserve (Hyatt House Charlotte)	0	0	No	 	 	 
	13.01	 	13.01	CGMRC	Hyatt House Charlotte	 	 	 	 	 	 	 	No	No	No	No
	13.02	 	13.02	CGMRC	Hampton Inn Muskegon	 	 	 	 	 	 	 	No	No	No	No
	13.03	 	13.03	CGMRC	Fairfield Inn & Suites Norton Shores	 	 	 	 	 	 	 	No	No	No	No
	14	 	14	CGMRC	Starwood Select Service Hotel Portfolio II	0.00	0.00	0.00	0.00	 	0	0	No	 	 	 
	14.01	 	14.01	CGMRC	Residence Inn Boise	 	 	 	 	 	 	 	No	No	No	No
	14.02	 	14.02	CGMRC	Residence Inn Spokane	 	 	 	 	 	 	 	No	No	No	No
	15	 	15	Barclays Bank PLC	Las Palmas I, II, III	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	16	 	16	CGMRC	Broward County Office Portfolio	0.00	0.00	0.00	0.00	 	0	0	No	 	 	 
	16.01	 	16.01	CGMRC	Bank of America Center	 	 	 	 	 	 	 	No	No	No	Yes
	16.02	 	16.02	CGMRC	Park Central Building 1	 	 	 	 	 	 	 	No	No	No	Yes
	16.03	 	16.03	CGMRC	Regions Bank Building	 	 	 	 	 	 	 	No	No	No	Yes
	17	 	17	Barclays Bank PLC	North Pointe - Riverside	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	18	 	18	CGMRC	Starwood Select Service Hotel Portfolio III	0.00	0.00	0.00	0.00	 	0	0	No	 	 	 
	18.01	 	18.01	CGMRC	Fairfield Inn & Suites Lexington	 	 	 	 	 	 	 	No	No	No	No
	18.02	 	18.02	CGMRC	Fairfield Inn & Suites Dayton	 	 	 	 	 	 	 	No	No	No	No
	18.03	 	18.03	CGMRC	Fairfield Inn & Suites Ashland	 	 	 	 	 	 	 	No	No	No	No
	19	 	19	CCRE	Southland Office Center	0.00	0.00	600,000.00	0.00	GSA Rollover Reserve	0	0	No	No	No	Yes
	20	 	20	RMF	The Bristol Hotel	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	21	 	21	RMF	444 Connecticut Avenue	0.00	0.00	0.00	0.00	 	0	0	No	No	No	No
	22	 	22	CGMRC	Mariposa Plaza	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	23	 	23	CGMRC	Hampton Inn & Suites Tempe ASU Area	0.00	0.00	0.00	0.00	 	0	0	No	No	No	No
	24	 	24	RMF	Staybridge Suites - Merrillville	0.00	0.00	0.00	0.00	 	0	0	No	No	No	No
	25	 	25	Barclays Bank PLC	Storage Etc. - Torrance, CA	0.00	0.00	45,000.00	0.00	Space Lease Reserve	0	0	No	No	No	No
	26	 	26	CGMRC	Homewood Suites Overland Park	0.00	0.00	2,493,532.00	0.00	PIP Reserve	0	0	No	No	No	No
	27	 	27	Barclays Bank PLC	Hammer Lane Self Storage	0.00	0.00	0.00	0.00	 	0	0	No	No	No	No
	28	(10)	28	CCRE	Marriott Saddle Brook	0.00	0.00	1,000,000.00	0.00	PIP Reserve	0	0	No	No	No	Yes
	29	 	29	CGMRC	Brookdale Shopping Center	0.00	0.00	3,940.00	0.00	Vapor Testing Reserve	0	0	Yes	No	No	Yes
	30	 	30	RMF	Parkview Apartments	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	31	 	31	CGMRC	NC Self Storage	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	32	 	32	RMF	Town House Apartments - Memphis	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	33	 	33	RMF	Preston Racquet Club Condominiums	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	34	 	34	Barclays Bank PLC	Landerhaven Office Park	0.00	0.00	124,112.50	0.00	Rent Reserve ($116,000); Free Rent Reserve - Lander Workspace ($8,112.50)	0	0	No	No	No	Yes
	35	 	35	Barclays Bank PLC	Storage Etc. - Pomona, CA	0.00	0.00	0.00	0.00	 	0	0	No	No	No	No
	36	 	36	CGMRC	Rite Aid - ACV Portfolio #1	0.00	0.00	0.00	0.00	 	0	0	No	 	 	 
	36.01	 	36.01	CGMRC	7700 Shepherdsville Road - Louisville, KY	 	 	 	 	 	 	 	No	No	No	No
	36.02	 	36.02	CGMRC	7500 Terry Road - Louisville, KY	 	 	 	 	 	 	 	No	No	No	No
	37	 	37	CGMRC	Regis Houze Apartments	0.00	0.00	90,856.00	0.00	Unfunded Obligations Reserve ($50,000); Yono Tax Lien Reserve ($25,669); Gap Rent Reserve ($15,187)	0	0	No	No	No	Yes
	38	 	38	CCRE	Oakdale Shopping Center	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	39	 	39	Barclays Bank PLC	Storage Etc. - Rosemead, CA	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	40	 	40	Barclays Bank PLC	Storage Etc. - Diamond Bar, CA	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	41	 	41	Barclays Bank PLC	Congress Pointe Shopping Center	0.00	0.00	0.00	0.00	 	0	0	No	No	No	Yes
	42	 	42	CCRE	Grand Avenue Business Plaza	0.00	0.00	0.00	0.00	 	0	0	No	No	No	No
	43	 	43	CCRE	Fresenius Birmingham	0.00	0.00	0.00	0.00	 	0	0	No	No	No	No
	44	 	44	CCRE	Overland Corporate B Building	0.00	0.00	0.00	0.00	 	0	0	No	No	No	No


 


     


     


    
 

	CGCMT 2016-C3 Supplemental Servicer Schedule	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Monthly	Interest	 	 	 	 	Serviced Companion Loan	Serviced Companion Loan
	Control	 	Loan	Mortgage 	 	Cash	 	Units, Pads,	Unit	Debt	Accrual	Administrative	Ground	 	Serviced Companion	Monthly Debt	Interest Accrual
	Number	Footnotes	Number	Loan Seller	Property Name	Management	Lockbox	Rooms, Sq Ft	Description	Service ($)	Method	Fee Rate (%)	Lease Y/N	Prepayment Provision	Loan Flag	Service ($)	Method
	1	(1)	1	Barclays Bank PLC	Briarwood Mall	Springing	Hard	369,916	sf	180,793.29	Actual/360	0.01560%	No	Lockout/26_Defeasance/87_0%/7	 	 	 
	2	 	2	RMF	The Townhouse Apartments - Stamford	Springing	Springing	270	Units	211,209.95	Actual/360	0.01560%	No	Lockout/25_Defeasance/90_0%/5	 	 	 
	3	(2)	3	Barclays Bank PLC	101 Hudson Street	Springing	Hard	1,341,649	sf	148,138.67	Actual/360	0.01560%	No	Lockout/25_>YM or 1%/88_0%/7	 	 	 
	4	(3)	4	CGMRC	80 Park Plaza	In Place	Hard	960,689	sf	251,859.38	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	Yes	251,859.38	Actual 360
	5	 	5	CGMRC	Belvoir Portfolio	Springing	Hard	347,214	sf	206,368.95	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	5.01	 	5.01	CGMRC	225 Chapman Street	 	 	56,048	sf	 	 	 	No	 	 	 	 
	5.02	 	5.02	CGMRC	717 Allens Avenue	 	 	44,810	sf	 	 	 	No	 	 	 	 
	5.03	 	5.03	CGMRC	245 Chapman Street	 	 	41,208	sf	 	 	 	No	 	 	 	 
	5.04	 	5.04	CGMRC	1 Virginia Avenue	 	 	37,725	sf	 	 	 	No	 	 	 	 
	5.05	 	5.05	CGMRC	765 Allens Avenue	 	 	36,451	sf	 	 	 	No	 	 	 	 
	5.06	 	5.06	CGMRC	17 Virginia Avenue	 	 	32,568	sf	 	 	 	No	 	 	 	 
	5.07	 	5.07	CGMRC	117 Ellenfield Street	 	 	24,659	sf	 	 	 	No	 	 	 	 
	5.08	 	5.08	CGMRC	240 Chapman Street	 	 	20,000	sf	 	 	 	No	 	 	 	 
	5.09	 	5.09	CGMRC	45 Baker Street	 	 	16,600	sf	 	 	 	No	 	 	 	 
	5.1	 	5.1	CGMRC	63 Baker Street	 	 	12,600	sf	 	 	 	No	 	 	 	 
	5.11	 	5.11	CGMRC	78 Baker Street	 	 	12,625	sf	 	 	 	No	 	 	 	 
	5.12	 	5.12	CGMRC	75 Baker Street	 	 	11,920	sf	 	 	 	No	 	 	 	 
	6	(4)	6	CCRE	Potomac Mills	Springing	Hard	1,459,997	sf	88,366.72	Actual/360	0.01560%	No	Lockout/24_Defeasance/89_0%/7	 	 	 
	7	(5)	7	CCRE	Hill7 Office	Springing	Hard	285,680	sf	85,749.65	Actual/360	0.03560%	No	Lockout/3_>YM or 1%/110_0%/7	 	 	 
	8	(6)	8	Barclays Bank PLC	Quantum Park	In Place	Hard	942,843	sf	93,493.23	Actual/360	0.01560%	No	Lockout/24_>YM or 1%/31_0%/5	 	 	 
	9	(7)	9	CGMRC	College Boulevard Portfolio	Springing	Hard	768,461	sf	145,831.00	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	9.01	 	9.01	CGMRC	7101 College Boulevard	 	 	228,660	sf	 	 	 	No	 	 	 	 
	9.02	 	9.02	CGMRC	Commerce Plaza I	 	 	158,095	sf	 	 	 	No	 	 	 	 
	9.03	 	9.03	CGMRC	Commerce Plaza II	 	 	127,370	sf	 	 	 	No	 	 	 	 
	9.04	 	9.04	CGMRC	Financial Plaza III	 	 	147,952	sf	 	 	 	No	 	 	 	 
	9.05	 	9.05	CGMRC	Financial Plaza II	 	 	106,384	sf	 	 	 	No	 	 	 	 
	10	(8)	10	CGMRC, RMF 	Marriott Hilton Head Resort & Spa	Springing	Hard	513	Rooms	173,981.56	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	11	 	11	CGMRC	Lightstone Hotel Portfolio	Springing	Hard	264	Rooms	147,805.67	Actual/360	0.01560%	No	Lockout/25_Defeasance/32_0%/3	 	 	 
	11.01	 	11.01	CGMRC	Home2 Suites Seattle Airport	 	 	139	Rooms	 	 	 	No	 	 	 	 
	11.02	 	11.02	CGMRC	Home2 Suites Salt Lake City/South Jordan	 	 	125	Rooms	 	 	 	No	 	 	 	 
	12.00	(9)	12.00	CCRE	Mills Fleet Farm	Springing	Springing	1,039,368	sf	146,061.25	Actual/360	0.03560%	No	Lockout/28_Defeasance/88_0%/4	 	 	 
	12.01	 	12.01	CCRE	Mills Fleet Farm - Fargo, ND	 	 	244,268	sf	 	 	 	No	 	 	 	 
	12.02	 	12.02	CCRE	Mills Fleet Farm - Green Bay (East), WI	 	 	228,197	sf	 	 	 	No	 	 	 	 
	12.03	 	12.03	CCRE	Mills Fleet Farm - Mankato, MN	 	 	207,610	sf	 	 	 	No	 	 	 	 
	12.04	 	12.04	CCRE	Mills Fleet Farm - Hudson, WI	 	 	185,630	sf	 	 	 	No	 	 	 	 
	12.05	 	12.05	CCRE	Mills Fleet Farm - Marshfield, WI	 	 	173,663	sf	 	 	 	No	 	 	 	 
	13	 	13	CGMRC	Starwood Select Service Hotel Portfolio I	Springing	Soft Springing	300	Rooms	119,218.93	Actual/360	0.01560%	No	Lockout/25_Defeasance or >YM or 1%/89_0%/6	 	 	 
	13.01	 	13.01	CGMRC	Hyatt House Charlotte	 	 	136	Rooms	 	 	 	No	 	 	 	 
	13.02	 	13.02	CGMRC	Hampton Inn Muskegon	 	 	81	Rooms	 	 	 	No	 	 	 	 
	13.03	 	13.03	CGMRC	Fairfield Inn & Suites Norton Shores	 	 	83	Rooms	 	 	 	No	 	 	 	 
	14	 	14	CGMRC	Starwood Select Service Hotel Portfolio II	Springing	Soft Springing	188	Rooms	99,510.94	Actual/360	0.01560%	No	Lockout/25_Defeasance or >YM or 1%/89_0%/6	 	 	 
	14.01	 	14.01	CGMRC	Residence Inn Boise	 	 	104	Rooms	 	 	 	No	 	 	 	 
	14.02	 	14.02	CGMRC	Residence Inn Spokane	 	 	84	Rooms	 	 	 	No	 	 	 	 
	15	 	15	Barclays Bank PLC	Las Palmas I, II, III	Springing	Springing	212	Units	82,587.33	Actual/360	0.01560%	No	Lockout/24_Defeasance/91_0%/5	 	 	 
	16	 	16	CGMRC	Broward County Office Portfolio	Springing	Springing	161,606	sf	45,329.28	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	16.01	 	16.01	CGMRC	Bank of America Center	 	 	49,029	sf	 	 	 	No	 	 	 	 
	16.02	 	16.02	CGMRC	Park Central Building 1	 	 	75,954	sf	 	 	 	No	 	 	 	 
	16.03	 	16.03	CGMRC	Regions Bank Building	 	 	36,623	sf	 	 	 	No	 	 	 	 
	17	 	17	Barclays Bank PLC	North Pointe - Riverside	Springing	Springing	140	Units	66,562.92	Actual/360	0.01560%	No	Lockout/24_Defeasance/91_0%/5	 	 	 
	18	 	18	CGMRC	Starwood Select Service Hotel Portfolio III	Springing	Soft Springing	200	Rooms	63,768.87	Actual/360	0.01560%	No	Lockout/25_Defeasance or >YM or 1%/89_0%/6	 	 	 
	18.01	 	18.01	CGMRC	Fairfield Inn & Suites Lexington	 	 	60	Rooms	 	 	 	No	 	 	 	 
	18.02	 	18.02	CGMRC	Fairfield Inn & Suites Dayton	 	 	80	Rooms	 	 	 	No	 	 	 	 
	18.03	 	18.03	CGMRC	Fairfield Inn & Suites Ashland	 	 	60	Rooms	 	 	 	No	 	 	 	 
	19	 	19	CCRE	Southland Office Center	Springing	Springing	132,774	sf	67,342.22	Actual/360	0.03560%	No	Lockout/26_Defeasance/28_0%/6	 	 	 
	20	 	20	RMF	The Bristol Hotel	Springing	Springing	102	Rooms	64,052.40	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	21	 	21	RMF	444 Connecticut Avenue	Springing	Hard	33,790	sf	58,373.35	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	22	 	22	CGMRC	Mariposa Plaza	Springing	Hard	28,421	sf	52,952.69	Actual/360	0.01560%	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	23	 	23	CGMRC	Hampton Inn & Suites Tempe ASU Area	Springing	Springing	117	Rooms	47,779.23	Actual/360	0.06310%	No	Lockout/25_Defeasance/89_0%/6	 	 	 
	24	 	24	RMF	Staybridge Suites - Merrillville	Springing	Springing	81	Rooms	47,628.42	Actual/360	0.01560%	No	Lockout/26_Defeasance/89_0%/5	 	 	 
	25	 	25	Barclays Bank PLC	Storage Etc. - Torrance, CA	Springing	Springing	100,268	sf	44,190.18	Actual/360	0.01560%	Yes	Lockout/24_Defeasance/92_0%/4	 	 	 
	26	 	26	CGMRC	Homewood Suites Overland Park	Springing	Soft Springing	92 	Rooms	45,209.46	Actual/360	0.01560%	No	Lockout/25_Defeasance/29_0%/6	 	 	 
	27	 	27	Barclays Bank PLC	Hammer Lane Self Storage	Springing	Springing	158,414	sf	25,337.08	Actual/360	0.01560%	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	28	(10)	28	CCRE	Marriott Saddle Brook	Springing	Hard	241	Rooms	38,197.93	Actual/360	0.03560%	No	Lockout/35_Defeasance/81_0%/4	 	 	 
	29	 	29	CGMRC	Brookdale Shopping Center	Springing	Soft Springing	94,638	sf	36,118.54	Actual/360	0.06310%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	30	 	30	RMF	Parkview Apartments	Springing	Springing	200	Units	35,091.51	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	31	 	31	CGMRC	NC Self Storage	Springing	Springing	186,428	sf	32,166.64	Actual/360	0.06560%	No	Lockout/25_Defeasance/92_0%/3	 	 	 
	32	 	32	RMF	Town House Apartments - Memphis	Springing	Springing	163	Units	31,858.10	Actual/360	0.01560%	Yes	Lockout/25_>YM or 1%/91_0%/4	 	 	 
	33	 	33	RMF	Preston Racquet Club Condominiums	Springing	Springing	112	Units	31,770.71	Actual/360	0.01560%	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	34	 	34	Barclays Bank PLC	Landerhaven Office Park	Springing	Springing	74,767	sf	27,903.30	Actual/360	0.01560%	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	35	 	35	Barclays Bank PLC	Storage Etc. - Pomona, CA	Springing	Springing	69,205	sf	17,637.78	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	36	 	36	CGMRC	Rite Aid - ACV Portfolio #1	Springing	Hard	22,383	sf	27,711.24	Actual/360	0.01560%	Various	Lockout/24_Defeasance/92_0%/4	 	 	 
	36.01	 	36.01	CGMRC	7700 Shepherdsville Road - Louisville, KY	 	 	11,180	sf	 	 	 	Yes	 	 	 	 
	36.02	 	36.02	CGMRC	7500 Terry Road - Louisville, KY	 	 	11,203	sf	 	 	 	No	 	 	 	 
	37	 	37	CGMRC	Regis Houze Apartments	Springing	Springing	58	Units	26,412.25	Actual/360	0.01560%	No	Lockout/24_Defeasance/93_0%/3	 	 	 
	38	 	38	CCRE	Oakdale Shopping Center	Springing	Springing	94,763	sf	28,076.85	Actual/360	0.03560%	No	Lockout/26_Defeasance/90_0%/4	 	 	 
	39	 	39	Barclays Bank PLC	Storage Etc. - Rosemead, CA	Springing	Springing	42,125	sf	15,459.47	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	40	 	40	Barclays Bank PLC	Storage Etc. - Diamond Bar, CA	Springing	Springing	54,645	sf	15,248.15	Actual/360	0.01560%	No	Lockout/25_Defeasance/91_0%/4	 	 	 
	41	 	41	Barclays Bank PLC	Congress Pointe Shopping Center	Springing	Springing	36,356	sf	21,195.04	Actual/360	0.01560%	No	Lockout/24_Defeasance/92_0%/4	 	 	 
	42	 	42	CCRE	Grand Avenue Business Plaza	Springing	Hard	6,962	sf	15,737.81	Actual/360	0.03560%	No	Lockout/28_Defeasance/88_0%/4	 	 	 
	43	 	43	CCRE	Fresenius Birmingham	Springing	Hard	8,222	sf	14,945.56	Actual/360	0.08310%	No	Lockout/26_Defeasance/91_0%/3	 	 	 
	44	 	44	CCRE	Overland Corporate B Building	Springing	Hard	9,761	sf	9,947.47	Actual/360	0.03560%	No	Lockout/26_Defeasance/90_0%/4	 	 	 

 






     


     


    

 

	(1)	The Cut-off Date Principal Balance of $65,000,000 represents the non-controlling
    note A-2 of a $165,000,000 loan combination evidenced by three pari passu notes. The controlling note A-1 has an outstanding
    principal balance as of the Cut-off Date of $70,000,000 and was contributed to the MSBAM 2016-C30 securitization transaction.
    The non-controlling note A-3 has an outstanding principal balance as of the Cut-off Date of $30,000,000 and is expected to
    be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, 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 $165,000,000.
	(2)	The Cut-off Date Principal Balance of $56,250,000 represents the non-controlling note A-5
    of a $250,000,000 loan combination evidenced by six pari passu notes. The controlling note A-1-1 and the non-controlling note
    A-1-2, which have outstanding principal balances as of the Cut-off Date of $53,500,000 and $16,500,000, respectively, are
    currently held by Wells Fargo Bank, National Association, and are expected to be contributed to one or more future securitization
    transactions. The non-controlling note A-2, which has an outstanding principal balance as of the Cut-off Date of $67,500,000,
    is currently held by Wells Fargo Bank, National Association, and is expected to be contributed to the WFCM 2016-C36 securitization
    transaction. The non-controlling notes A-3 and A-4, which have an outstanding principal balance as of the Cut-off Date of
    $37,250,000 and $19,000,000, respectively, are currently held by Bank of America, N.A., and are expected to be contributed
    to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, 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 $250,000,000.
	(3)	The 80 Park Plaza Loan represents the controlling note A-1 ($25,000,000) and controlling
    note A-2 ($25,000,000) of a $133,000,000 whole loan evidenced by five pari passu notes. The non-controlling note A-3, which
    is currently held by Citigroup Global Markets Realty Corp., and the non-controlling notes A-4A and A-4B, which are currently
    held by Ladder Capital Finance VI TRS LLC, have an aggregate principal balance of $83,000,000, and are expected to be contributed
    to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, 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 $133,000,000. The 80 Park Plaza Loan was co-originated by Citigroup Global
    Markets Realty Corp. and Ladder Capital Finance LLC. 
	(4)	The Potomac Mills Loan is evidenced by the non-controlling note A-7, which had an original
    principal balance of $35,000,000 and has an outstanding principal balance as of the Cut-off Date of $35,000,000. The related
    companion loans are evidenced by (i) the controlling note A-1 and non-controlling note A-6, which had an aggregate original
    principal balance of $70,000,000, have an aggregate outstanding principal balance as of the Cut-off Date of $70,000,000, are
    currently held by Société Générale and Cantor Commercial Real Estate Lending L.P. (“CCRE”),
    respectively, and expected to be contributed to the CFCRE 2016-C6 securitization transaction (ii) the non-controlling notes
    A-2 and A-3, which had an aggregate original principal balance of $32,750,000, have an aggregate outstanding principal balance
    as of the Cut-off Date of $32,750,000, and are currently held by Société Générale and expected
    to be contributed to one or more future commercial mortgage securitization transactions, (iii) the non-controlling notes A-4
    and A-5, which had an aggregate original principal balance of $72,750,000, have an aggregate outstanding principal balance
    as of the Cut-off Date of $72,750,000, and are currently held by Bank of America, N.A. and expected to be contributed to one
    or more future commercial mortgage securitization transactions, (iv) the non-controlling note A-8, which had an original principal
    balance of $7,750,000, has an outstanding principal balance as of the Cut-off Date of $7,750,000, and is currently held by
    Cantor Commercial Real Estate Lending L.P. and expected to be contributed to one or more future commercial mortgage securitization
    transactions, and (v) the non-controlling notes A-9 and A-10, which had an aggregate original principal balance of $72,750,000,
    have an aggregate outstanding principal balance as of the Cut-off Date of $72,750,000, and is currently held by Barclays Bank
    PLC and expected to be contributed to one or more future commercial mortgage securitization transactions.
	(5)	The Hill7 Office Loan has an outstanding Cut-off Date Balance of $30,000,000 and represents
    the non-controlling note A-2 of a $101,000,000 loan combination evidenced by three pari passu notes. Both the controlling
    note A-1 and non-controlling note A-3 with outstanding principle balances as of the Cut-off date of $60,000,000 and $11,000,000,
    respectively, are expected to be contributed to CFCRE 2016-C6 securitization transaction. 
	(6)	The Cut-off Date Principal Balance of $30,000,000 represents the non-controlling note A-1
    of a $132,000,000 loan combination evidenced by three pari passu notes. The non-controlling note A-2 and controlling note
    A-3, which have outstanding principal balances as of the Cut-off Date Balance of $50,000,000 and $52,000,000, respectively,
    are currently held by Barclays Bank PLC and are expected to be contributed to one or more future securitization transactions.
    Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, 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
    $132,000,000.
	(7)	The Cut-off Date Balance of approximately $29,961,377 represents the non-controlling note
    A-2 of a $70,500,000 whole loan original balance evidenced by two pari passu notes. The controlling note A-1 which has an
    outstanding principal balance as of the Cut-off Date of approximately $40,447,859 was contributed to the CGCMT 2016-P5 securitization
    transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, 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 approximately $70,409,237. 
	(8)	The Marriott Hilton Head Resort & Spa Loan has an outstanding principal balance as of
    the Cut-off Date of approximately $29,953,118, and is evidenced by the non-controlling notes A-2B and A-4 of the $98,000,000
    Marriott Hilton Head Resort & Spa Loan Combination, which is evidenced by six pari passu notes. The related companion
    loans, which are evidenced by the controlling note A-1 (currently held by Rialto Mortgage Finance, LLC), and the non-controlling
    notes A-2A and A-3 (currently held by Citigroup Global Markets Realty Corp.) have an aggregate outstanding principal balance
    as of the Cut-off Date of approximately $24,960,932, and are expected to be contributed to one or more future commercial mortgage
    securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, 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 approximately $97,846,854.
	(9)	The Mills Fleet Farm Loan represents the controlling note A-2 and has an outstanding Cut-off
    Date Balance of approximately $27,869,389 of a $65,000,000 whole loan evidenced by three pari passu notes. The non-controlling
    note A-1 which has an outstanding Cut-off Date Balance of approximately $16,920,700 is expected to be contributed to the CFCRE
    2016-C6 securitization transaction and the non-controlling note A-3 which has an outstanding Cut-off Date Balance of approximately
    $19,906,706 is currently held by Cantor Commercial Real Estate Lending, L.P. and is expected to be contributed to one or more
    future securitization transactions. 
	(10)	The Original Balance of the Marriott Saddle Brook Loan Combination is $30,000,000. On or
    about June 20, 2016, the loan agreement was amended to permit a prepayment of $2,500,000 principal balance of the Marriott
    Saddle Brook Loan Combination. The Cut-off Date Balance of the Marriott Saddle Brook Loan Combination (which incorporates
    amortization and the principal paydown) is $27,145,590. The mortgage loan is represented by note A-2-1, one of three pari
    passu notes. The note A-2-1 has a monthly debt service of $38,197.93. Note A-1 and Note A-2-2 are not included in the trust.
    All loan-to-value ratios, debt service coverage ratios, debt yields and Loan per Unit calculations are based on Note A-1,
    A-2-1 and A-2-2. At loan origination, the Marriott Saddle Brook Loan Combination had an original term of 120 months and an
    original amortization of 360 months. The remaining amortization is the approximate amortization resulting from a constant
    monthly debt service as calculated on the Cut-off Date Balance following the $2,500,000 principal paydown on the Marriott
    Saddle Brook Loan Combination after the June 2016 debt service payment.




 






     


     


    



 


 


EXHIBIT Q


 


RETAINED DEFEASANCE RIGHTS AND OBLIGATIONS
MORTGAGE LOANS


 





	Loan Number	Mortgage Loan/ Property Name	Mortgage Loan Seller
	6	Potomac Mills	CCRE
	12	Mills Fleet Farm	CCRE
	19	Southland Office Center	CCRE
	28	Marriott Saddle Brook	CCRE
	38	Oakdale Shopping Center	CCRE
	42	Grand Avenue Business Plaza	CCRE
	43	Fresenius Birmingham	CCRE
	44	Overland Corporate B Building	CCRE


 



    	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-C3,
Commercial Mortgage Pass-Through Certificates, Series 2016-C3


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 November 1, 2016 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors,
LLC, as Operating Advisor and 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 obligations under the 


 





 



 





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 



     

    

 


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, Appraisal Reduction Amount calculations
and Collateral Deficiency Amount 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 Amount calculations, Collateral Deficiency Amount 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 Amount, Collateral Deficiency Amount 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
	Hampton Inn & Suites Tempe ASU Area	Berkadia Commercial Mortgage LLC
	Brookdale Shopping Center	Berkadia Commercial Mortgage LLC
	Fresenius Birmingham	Berkeley Point Capital LLC
	Southland Office Center	Berkeley Point Capital LLC
	Oakdale Shopping Center	Berkeley Point Capital LLC
	Grand Avenue Business Plaza	Berkeley Point Capital LLC
	Overland Corporate B Building	Berkeley Point Capital LLC
	Mills Fleet Farm	Berkeley Point Capital LLC
	NC Self Storage	BSC Group
	Potomac Mills	Wells Fargo Bank, National Association
	Hill7 Office	Wells Fargo Bank, National Association
	Marriott Hilton Head Resort & Spa	Wells Fargo Bank, National Association


 


 



    	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 – CI16C3


 


Citibank, N.A.,


          as
Certificate Administrator          


388 Greenwich Street, 14th Floor


New York, New York 10013


Attention: Global Transaction Services – CGCMT 2016-C3


 


Rialto Capital Advisors, LLC


790 NW 107th Avenue, 4th Floor


Miami, Florida 33172


Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer


 


		Re:	Citigroup Commercial Mortgage Trust 2016-C3, 

Commercial
Mortgage Pass-Through Certificates, Series 2016-C3



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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-C3, Commercial
Mortgage Pass-Through Certificates, Series 2016-C3 (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-C3 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 Specially
Serviced Loans and 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

         

        (i) Balances of the Distribution Account, the Interest Reserve
        Account, the Excess Interest Distribution Account, Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account,
        Collection Account, the Loan Combination Custodial Accounts and each REO Account as of the related Distribution Date and the preceding
        Distribution Date; and


	
        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 Account, 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 
	        (ii) information other than those specified in clause
(i) above, but only to the extent of any information that meets all the following conditions: (a) such information constitutes
“Form 8-K Disclosure” pursuant to Exhibit Z, (b) such information is required to be reported as “Form 8-K Disclosure”
during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Form 8-K Disclosure”. 
	        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



 


    	U-3 



     

    

 


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-C3 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-C3
	 	
        Citigroup Commercial Mortgage Securities 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

	 	 	 
	
        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
	 	
        Citigroup Commercial Mortgage Securities 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



 


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 November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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:


 



    W-1-1


     


    

 


Any inquiries related
to this notification should be directed to [                             ], phone number: [           ]; email address: [                          ].


 





		[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-C3


 


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 November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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) :

        80 Park Plaza Loan Combination

        Potomac Mills Loan Combination

        Hill7 Office Loan Combination

        Quantum Park Loan Combination

        Marriott Hilton Head Resort & Spa Loan
Combination

        Mills Fleet Farm Loan Combination
	 	 
	REO Account(s)	 	 


 



    W-2-1


     


    

 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related
to this notification should be directed to [                             ], phone number: [           ]; email address: [                          ].


 





		[NAME OF PARTY],

as [role]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 



    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-C3


 


Ref: CGCMT 2016-C3, Additional Debt Notice for Form 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-C3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	CGCMT 2016-C3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	CGCMT 2016-C3	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	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-C3 (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-C3 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-C3 (the “Certificates”), issued pursuant to the Pooling
and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, Rialto Capital Advisors, LLC, as special servicer, Trimont Real Estate Advisors, LLC, as operating advisor and 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-C3 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-C3 (the “Certificates”), issued pursuant to the Pooling
and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Trimont Real Estate Advisors, LLC, as operating advisor and 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-C3 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-C3 (the “Certificates”), issued pursuant to the Pooling
and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Trimont Real Estate Advisors, LLC, as operating advisor and 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-C3 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-C3 (the “Certificates”), issued pursuant to the Pooling
and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and 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-C3 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-C3 (the “Certificates”), issued pursuant to the Pooling
and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and 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-C3 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-C3 (the “Certificates”), issued pursuant to the Pooling
and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and 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-C3 (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2016-C3
(the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the
“Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer (the “Special Servicer”), Trimont Real Estate Advisors, LLC, as operating
advisor and 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 Agreement and based upon my knowledge the Asset Representations Reviewer has, except as


 



    Y-7-1


     


    

 


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-C3 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2016-C3 (the “Certificates”), issued pursuant to the Pooling
and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and 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 Midland Loan
Services, a Division of PNC 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.



 


	Date:	 	 





 


[                          ]


 


	By:	 	
	[Name]




 



    Y-8-2


     


    

 





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-C3 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-C3 pursuant to that Pooling and Servicing
Agreement, dated as of November 1, 2016 (the “Agreement”) between Citigroup Commercial Mortgage Securities Inc.,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Rialto Capital Advisors,
LLC, as special servicer, Trimont Real Estate Advisors, LLC, as operating advisor and asset representations reviewer, Citibank,
N.A., as certificate administrator, and Deutsche Bank Trust Company Americas, as Trustee, hereby constitutes and appoints Midland
Loan Services, a Division of PNC 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 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-1-1 	 



     


    

 


		4.	The conveyance of the Properties to the mortgage insurer, or the closing of the title to a 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-1-2 	 



     


    

 


		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 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, 



 






    
	 	AA-1-3 	 



     


    

 


	 	 	leasing and marketing of the related Mortgaged Properties
(including agreements and requests by any borrower with respect to modifications of the standards of operation and management of
such Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of
any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of [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-1-4 	 



     


    

 


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-C3 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-C3


	 
	 	 	 	 
	 	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 November 1, 2016 (the
“Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer (the “Servicer”),
Trimont Real Estate Advisors, LLC, as operating advisor and 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-C3, Commercial Mortgage
Pass-Through Certificates, Series 2016-C3, 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 to 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 a 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 the date set forth below.


 


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the 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-C3 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-C3


	 
	 	 	 	 
	 	By:  	 	 
	 	 	            Name:	 
	 	 	            Title:	 





 


Witness:


	 	 





 


Witness:





	 	 





 


Prepared by:





	 	 
	Name:

Title:	 




 


Address:                Deutsche Bank Trust Company Americas


 1761 E. Saint Andrew Place


 Santa Ana, CA 92705


 





	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.


  






    
	 	AA-2-5 	 



     


    

  


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

	12/15/2016	 	33,711,000.00
    	 	7/15/2021	 	33,711,000.00
    
	1/15/2017	 	33,711,000.00
    	 	8/15/2021	 	33,711,000.00
    
	2/15/2017	 	33,711,000.00
    	 	9/15/2021	 	33,711,000.00
    
	3/15/2017	 	33,711,000.00
    	 	10/15/2021	 	33,710,512.40
    
	4/15/2017	 	33,711,000.00
    	 	11/15/2021	 	33,110,042.68
    
	5/15/2017	 	33,711,000.00
    	 	12/15/2021	 	32,460,601.30
    
	6/15/2017	 	33,711,000.00
    	 	1/15/2022	 	31,855,223.26
    
	7/15/2017	 	33,711,000.00
    	 	2/15/2022	 	31,247,468.17
    
	8/15/2017	 	33,711,000.00
    	 	3/15/2022	 	30,498,192.56
    
	9/15/2017	 	33,711,000.00
    	 	4/15/2022	 	29,885,107.11
    
	10/15/2017	 	33,711,000.00
    	 	5/15/2022	 	29,223,408.80
    
	11/15/2017	 	33,711,000.00
    	 	6/15/2022	 	28,605,316.93
    
	12/15/2017	 	33,711,000.00
    	 	7/15/2022	 	27,938,754.59
    
	1/15/2018	 	33,711,000.00
    	 	8/15/2022	 	27,315,617.37
    
	2/15/2018	 	33,711,000.00
    	 	9/15/2022	 	26,690,033.04
    
	3/15/2018	 	33,711,000.00
    	 	10/15/2022	 	26,016,191.33
    
	4/15/2018	 	33,711,000.00
    	 	11/15/2022	 	25,385,503.38
    
	5/15/2018	 	33,711,000.00
    	 	12/15/2022	 	24,706,703.21
    
	6/15/2018	 	33,711,000.00
    	 	1/15/2023	 	24,070,871.95
    
	7/15/2018	 	33,711,000.00
    	 	2/15/2023	 	23,432,543.52
    
	8/15/2018	 	33,711,000.00
    	 	3/15/2023	 	22,655,544.36
    
	9/15/2018	 	33,711,000.00
    	 	4/15/2023	 	22,011,655.63
    
	10/15/2018	 	33,711,000.00
    	 	5/15/2023	 	21,320,030.10
    
	11/15/2018	 	33,711,000.00
    	 	6/15/2023	 	20,670,895.38
    
	12/15/2018	 	33,711,000.00
    	 	7/15/2023	 	19,974,173.07
    
	1/15/2019	 	33,711,000.00
    	 	8/15/2023	 	19,319,751.57
    
	2/15/2019	 	33,711,000.00
    	 	9/15/2023	 	18,662,759.56
    
	3/15/2019	 	33,711,000.00
    	 	10/15/2023	 	17,958,403.41
    
	4/15/2019	 	33,711,000.00
    	 	11/15/2023	 	17,296,063.50
    
	5/15/2019	 	33,711,000.00
    	 	12/15/2023	 	16,586,511.55
    
	6/15/2019	 	33,711,000.00
    	 	1/15/2024	 	15,918,782.14
    
	7/15/2019	 	33,711,000.00
    	 	2/15/2024	 	15,248,429.71
    
	8/15/2019	 	33,711,000.00
    	 	3/15/2024	 	14,486,742.33
    
	9/15/2019	 	33,711,000.00
    	 	4/15/2024	 	13,810,763.39
    
	10/15/2019	 	33,711,000.00
    	 	5/15/2024	 	13,087,960.30
    
	11/15/2019	 	33,711,000.00
    	 	6/15/2024	 	12,406,485.77
    
	12/15/2019	 	33,711,000.00
    	 	7/15/2024	 	11,678,343.38
    
	1/15/2020	 	33,711,000.00
    	 	8/15/2024	 	10,991,330.50
    
	2/15/2020	 	33,711,000.00
    	 	9/15/2024	 	10,301,618.52
    
	3/15/2020	 	33,711,000.00
    	 	10/15/2024	 	9,565,472.95
    
	4/15/2020	 	33,711,000.00
    	 	11/15/2024	 	8,870,158.54
    
	5/15/2020	 	33,711,000.00
    	 	12/15/2024	 	8,128,569.87
    
	6/15/2020	 	33,711,000.00
    	 	1/15/2025	 	7,427,609.44
    
	7/15/2020	 	33,711,000.00
    	 	2/15/2025	 	6,723,894.87
    
	8/15/2020	 	33,711,000.00
    	 	3/15/2025	 	5,887,604.24
    
	9/15/2020	 	33,711,000.00
    	 	4/15/2025	 	5,177,837.44
    
	10/15/2020	 	33,711,000.00
    	 	5/15/2025	 	4,422,207.39
    
	11/15/2020	 	33,711,000.00
    	 	6/15/2025	 	3,706,682.12
    
	12/15/2020	 	33,711,000.00
    	 	7/15/2025	 	2,945,457.37
    
	1/15/2021	 	33,711,000.00
    	 	8/15/2025	 	2,224,128.83
    
	2/15/2021	 	33,711,000.00
    	 	9/15/2025	 	1,499,965.76
    
	3/15/2021	 	33,711,000.00
    	 	10/15/2025	 	730,348.86
    
	4/15/2021	 	33,711,000.00
    	 	11/15/2025	 	315.31
    
	5/15/2021	 	33,711,000.00
    	 	12/15/2025	 	$0.00
    
	6/15/2021	 	33,711,000.00
    	 	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 

        Telecopy number: (212) 723-8599 

        e-mail: paul.t.vanderslice@citi.com

         
	 	
        Citigroup Commercial Mortgage Securities 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

         

	
        Citigroup Commercial Mortgage Securities 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
	 	 
	 	 	 	 



		Re:	Citigroup Commercial Mortgage Trust 2016-C3, 

Commercial Mortgage Pass-Through
                                                               Certificates, Series 2016-C3



 


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 November
1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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


 



    
	 	CC-1-1 	 



     


    

 


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-1-2 	 



     


    







 


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-1-3 	 



     


    

 





EXHIBIT CC-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


	
        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 

        Telecopy number: 1-888-706-3565 

        e-mail: NoticeAdmin@midlandls.com

         
	 	
        Citigroup Commercial Mortgage Securities 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

	
        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
	 	
        Citigroup Commercial Mortgage Securities 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

	 	 	 	 


		Re:	Citigroup Commercial Mortgage Trust 2016-C3, 

Commercial Mortgage
Pass-Through Certificates, Series 2016-C3



 


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 November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real
Estate Advisors, LLC, as Operating Advisor and 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


 



    
	 	CC-2-1 	 



     


    

 


which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state securities laws.


 


2.          The Transferee
understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the
Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right
may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant
to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and
qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit CC-1 to the Pooling and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC 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),


 



    
	 	CC-2-2 	 



     


    

 


(2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which
all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.          The Transferee
agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives (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


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: CMBS Surveillance

Facsimile No: (312) 332-3492


 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
(the “Master Servicer”) under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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-C3, Commercial Mortgage Pass-Through Certificates, Series
2016-C3 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


 


[RESERVED]



 



    
	 	EE-1 	 



     


    

 


EXHIBIT FF-1

 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Briarwood Mall)


 


[Date]


 


	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        CMBS Trustee – MSBAM 2016-C30

         

        With a copy by email to: cmbstrustee@wilmingtontrust.com

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – MSBAM 2016-C30

         

        With a copy by email to: trustadministrationgroup@wellsfargo.com and
        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120, 550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: MSBAM 2016-C30 Asset Manager

        Facsimile: (704) 715-0036

         

        with a copy to:

        

        Wells Fargo Bank, National Association Legal Department

        301 S. College St., TW-30

        Charlotte, North Carolina 28202

        Attention: Commercial Mortgage Servicing Legal Support

        Reference: MSBAM 2016-C30

         

        with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy Ackermann, Esq.
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Thomas F. Nealon, III, Esq., Steven A. Rivers, Esq. and Job Warshaw

        Facsimile number: (305) 695-5601

         

        With a copy by email to: 

        tnealon@lnrproperty.com,

        srivers@lnrproperty.com, 

        jwarshaw@lnrproperty.com 

        and lnr.cmbs.notices@lnrproperty.com

         




 






    FF-1-1


     


    

 


	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSBAM 2016-C30-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	 


 


		Re:	Morgan Stanley
                                         Bank of America Merrill Lynch Trust 2016-C30, Commercial 

Mortgage Pass-Through Certificates,
                                         Series 2016-C30



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of September 1, 2016 (the “MSBAM 2016-C30 PSA”), between
Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as
special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Wells Fargo Bank, National
Association, as certificate administrator, and Wilmington Trust, National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the MSBAM 2016-C30 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “C3 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “C3 Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (the “C3 Master Servicer”), Rialto Capital
Advisors, LLC, as special servicer (the “C3 Special Servicer”), Trimont Real Estate Advisors, LLC, as operating
advisor (in such capacity, the “C3 Operating Advisor”) and asset representations reviewer (in such capacity,
the “C3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (the “C3 Certificate
Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “C3 Trustee”), pursuant
to which the Citigroup Commercial Mortgage Trust 2016-C3 (the “C3 Trust”) was established and the Briarwood
Mall Serviced Pari Passu Companion Loan evidenced by promissory note A-2 was transferred to the C3 Trust as of November 17, 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 C3 PSA, is the holder of the Briarwood Mall Serviced Pari Passu Companion Loan
evidenced by promissory note A-2. You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer under the C3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may
be, to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the Serviced
Companion Noteholder with respect to the Briarwood Mall Serviced Pari Passu Companion Loan evidenced by promissory note A-2 under
the MSBAM 2016-C30 PSA and the Briarwood Mall Intercreditor Agreement. The wire


 






    FF-1-2


     


    

 


instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as C3 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A.


Account Name:         Midland
Loan Services, a Division of PNC 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-C3, Commercial Mortgage Pass
Through Certificates, Series 2016-C3


Account #: 1029154542


 


2.           The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the
C3 Operating Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Briarwood Mall Serviced Pari
Passu Companion Loan evidenced by promissory note A-2 is as follows:


 


	C3 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI16C3

Fax number (714) 247-6022
	C3 Certificate Administrator:	
        Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - CGCMT 2016-C3

Fax number: (212) 816-5527

        Email: ratingagencynotice@citi.com

	C3 Master 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

        Email: NoticeAdmin@midlandls.com

         

        with a copy to

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Attention: Kenda K. Tomes




 






    FF-1-3


     


    

 


	 	Fax number: (816) 412-9338
	C3 Special Servicer:	
        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Liat
Heller

        Facsimile number:
(305) 229-6425

        E-mail: liat.heller@rialtocapital.com

         

        with copies to:

         

        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Jeff
Krasnoff, Niral Shah and Adam Singer

        Facsimile number:
(305) 229-6425

        E-mail: niral.shah@rialtocapital.com,

        adam.singer@rialtocapital.com 

and jeff.krasnoff@rialtocapital.com

	C3 Operating Advisor and C3 Asset Representations Reviewer:	
        Trimont Real Estate Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite G1

        Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com

	C3 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



Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number (646) 328-2943



and



        



 






    FF-1-4


     


    

 


	 	Citigroup
Commercial Mortgage Securities Inc.

        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



 


3.             The
C3 Trust is subject to the reporting requirements of the Exchange Act.


 


4.             Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is Rialto CMBS X, LLC.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    FF-1-5


     


    


 


EXHIBIT FF-2


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(101 Hudson Street)


 


[Date]




 


	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee WFCM 2016-C36

         

        with a copy to:

         

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

         
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: WFCM 2016-C36 Surveillance Manager (with
a copy sent

        contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         

	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120, 550 South Tryon Street, 

14th Floor Charlotte, North Carolina 28202

        Attention: WFCM 2016-C36 Asset Manager

        Email: commercial.servicing@wellsfargo.com

         

        and a copy to:

         

        Mayer Brown LLP

        214 North Tryon Street, Suite 3800

        Charlotte, North Carolina 28202

        Attention: Christopher J. Brady, Esq.

         
	
        C-III Asset Management LLC

        5221 N. O’Connor Blvd., Suite 600

        Irving, Texas 75039

        Attention: Lindsey Wright

        Facsimile No.: (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

        Facsimile No.: (972) 868-5490

        Email: junell@c3cp.com




 






    FF-2-1


     


    

 


	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services—WFCM 2016-C36

         

        with a copy to:

         

        cts.cmbs.bond.admin@wellsfargo.com

        trustadministrationgroup@wellsfargo.com

         



		Re:	Wells Fargo Commercial Mortgage Trust Commercial Mortgage Securities Trust 2016-C36, Commercial
Mortgage Pass-Through Certificates, Series 2016-C36



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “WFCM 2016-C36 PSA”), between
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer,
C-III Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special
servicer, Park Bridge Lender Services LLC, as operating advisor and 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 WFCM 2016-C36 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “C3 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “C3 Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (the “C3 Master Servicer”), Rialto Capital
Advisors, LLC, as special servicer (the “C3 Special Servicer”), Trimont Real Estate Advisors, LLC, as operating
advisor (in such capacity, the “C3 Operating Advisor”) and asset representations reviewer (in such capacity,
the “C3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (the “C3 Certificate
Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “C3 Trustee”), pursuant
to which the Citigroup Commercial Mortgage Trust 2016-C3 (the “C3 Trust”) was established and the 101 Hudson
Street Pari Passu Companion Loan evidenced by promissory note A-5 was transferred to the C3 Trust as of November 17, 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 C3 PSA, is the holder of the 101 Hudson Street Pari Passu Companion Loan evidenced
by promissory note A-5. You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the C3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to
Midland Loan Services, a Division of


 






    FF-2-2


     


    

 


PNC
Bank, National Association, as master servicer under the C3 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Noteholder with respect
to the 101 Hudson Street Pari Passu Companion Loan evidenced by promissory note A-5 under the WFCM 2016-C36 PSA and the 101 Hudson
Street Intercreditor Agreement. The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association,
as C3 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A.





		Account Name:	 Midland Loan Services,
a Division of PNC 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-C3, Commercial Mortgage Pass Through Certificates,
Series 2016-C3





Account #: 1029154542


 


2.           The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the
C3 Operating Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the 101 Hudson Street Pari Passu
Companion Loan evidenced by promissory note A-5 is as follows:


 


	C3 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI16C3

Fax number (714) 247-6022
	C3 Certificate Administrator:	
        Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - CGCMT 2016-C3

Fax number: (212) 816-5527 

        Email: ratingagencynotice@citi.com

	C3 Master 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

        Email: NoticeAdmin@midlandls.com

       



 






    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

	C3 Special Servicer:	
        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Liat
Heller

        Facsimile number:
(305) 229-6425

        E-mail: liat.heller@rialtocapital.com

         

        with copies to:

         

        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Jeff
Krasnoff, Niral Shah and Adam Singer

        Facsimile number: (305)
        229-6425

        

        E-mail: niral.shah@rialtocapital.com,


adam.singer@rialtocapital.com 

and jeff.krasnoff@rialtocapital.com

	C3 Operating Advisor and C3 Asset Representations Reviewer:	
        Trimont Real Estate Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite G1

        Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com

	C3 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

         

        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 7th Floor

        New York, New York 10013


        



 






    FF-2-4


     


    

 


	 	

        Attention: Richard Simpson

        Fax number (646) 328-2943

         

        and

         

        Citigroup Commercial Mortgage Securities Inc.

        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



 


3.             The
C3 Trust is subject to the reporting requirements of the Exchange Act.


 


4.             Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is Rialto CMBS X, LLC.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    FF-2-5


     


    


 


EXHIBIT FF-3


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(101 Hudson Street)


 


[to
be sent upon receipt of notice of the 101 hudson street controlling pari passu companion loan securitization date]


 


[Date]


 


	[Wilmington Trust, National Association]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Wells Fargo Bank, National Association]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	 	 
	[Wells Fargo Bank, National Association]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[C-III Asset Management LLC]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	 	 
	[Park Bridge Lender Services LLC]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	 


 


		Re:	[Morgan Stanley
                                         Capital I Trust 2016-BNK2], Commercial Mortgage Pass-Through Certificates, Series [2016-BNK2]



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [_________] 2016 (the “[MSC 2016-BNK2] PSA”), between
[Morgan Stanley Capital I 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 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 [MSC 2016-BNK2] PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “C3 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “C3 Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (the “C3 Master Servicer”), Rialto Capital
Advisors, LLC, as special servicer (the “C3 Special Servicer”), Trimont Real Estate Advisors, LLC, as operating
advisor (in such capacity, the “C3 Operating Advisor”) and asset representations reviewer (in such capacity,
the “C3 Asset Representations Reviewer”), Citibank,


 






    FF-3-1


     


    

 


N.A.,
as certificate administrator (the “C3 Certificate Administrator”), and Deutsche Bank Trust Company Americas,
as trustee (the “C3 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust 2016-C3 (the “C3
Trust”) was established and the 101 Hudson Street [Serviced Pari Passu Companion Loan] evidenced by promissory note
A-5 was transferred to the C3 Trust as of November 17, 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 C3 PSA, is the holder of the 101 Hudson Street [Serviced Pari Passu Companion
Loan] evidenced by note A-5. You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer under the C3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may
be, to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the [Serviced
Companion Noteholder][Serviced Companion Loan Holder] with respect to the 101 Hudson Street [Serviced Pari Passu Companion Loan]
evidenced by note A-5 under the [MSC 2016-BNK2] PSA and the [Intercreditor Agreement][Co-Lender Agreement] with respect to the
101 Hudson Street [Whole Loan][Loan Combination]. The wire instructions for Midland Loan Services, a Division of PNC Bank, National
Association, as C3 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A.





		Account Name:	 Midland Loan Services,
a Division of PNC 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-C3, Commercial Mortgage Pass Through Certificates,
Series 2016-C3




Account #: 1029154542


 


2.           The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the
C3 Operating Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the 101 Hudson Street [Serviced
Pari Passu Companion Loan] evidenced by promissory note A-5 is as follows:


 


	C3 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI16C3

Fax number (714) 247-6022
	C3 Certificate Administrator:	
        Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - CGCMT


        



 






    FF-3-2


     


    

 


	 	
    2016-C3

Fax number: (212) 816-5527
Email:
                              ratingagencynotice@citi.com

	C3 Master 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

        Email: NoticeAdmin@midlandls.com

         

        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

	C3 Special Servicer:	
        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Liat
Heller

        Facsimile number:
(305) 229-6425

        E-mail: liat.heller@rialtocapital.com

         

        with copies to:

         

        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Jeff
Krasnoff, Niral Shah and Adam Singer

        Facsimile number:
(305) 229-6425

        E-mail: niral.shah@rialtocapital.com,
adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com

	C3 Operating Advisor and C3 Asset Representations Reviewer:	
        Trimont Real Estate Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite G1

        Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        



 






    FF-3-3


     


    

 


	 	Email: operatingadvisor@trimontrea.com

	C3 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

         

        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 7th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Fax number (646) 328-2943

         

        and

         

        Citigroup Commercial Mortgage Securities Inc.

        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

         



 


3.             The
C3 Trust is subject to the reporting requirements of the Exchange Act.


 


4.             Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is Rialto CMBS X, LLC.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    FF-3-4


     


    


 


EXHIBIT FF-4


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Potomac Mills)


 


[Date]


 


	[Wilmington Trust, National Association]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Wells Fargo Bank, National Association]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	 	 
	[Wells Fargo Bank, National Association]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[AEGON USA Realty Advisors, LLC]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	 	 
	[Rialto Capital Advisors, LLC]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Park Bridge Lender Services LLC]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	 	 


		Re:	[CFCRE 2016-C6
                                         Mortgage Trust], Commercial Mortgage Pass-Through Certificates, Series [2016-C6]



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [_________] 2016 (the “[CFCRE 2016-C6] PSA”), between
[CCRE Commercial Mortgage Securities, L.P.], as depositor, [Wells Fargo Bank, National Association], as master servicer, [Rialto
Capital Advisors, LLC], as special servicer, [AEGON USA Realty Advisors, LLC], as special servicer [with respect to Potomac Mills
mortgage loan], [Park Bridge Lender Services LLC], as operating advisor and 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 [CFCRE 2016-C6] PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “C3 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “C3 Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (the “C3 Master Servicer”), Rialto Capital
Advisors, LLC, as special servicer (the “C3 Special Servicer”), Trimont Real Estate Advisors, LLC, as operating
advisor (in such capacity, the “C3 Operating Advisor”) and asset


 






    FF-4-1


     


    


 


representations
reviewer (in such capacity, the “C3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(the “C3 Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “C3
Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust 2016-C3 (the “C3 Trust”) was
established and the Potomac Mills [Serviced Companion Loan] evidenced by promissory note A-7 was transferred to the C3 Trust as
of November 17, 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 C3 PSA, is the holder of the Potomac Mills [Companion Loan] evidenced by note
A-7. You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under
the C3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer under the C3 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][Serviced
Companion Loan Holder] with respect to the Potomac Mills [Serviced Companion Loan] evidenced by note A-7 under the [CFCRE 2016-C6]
PSA and the [Intercreditor Agreement][Co-Lender Agreement] with respect to the Potomac Mills [Whole Loan][Loan Combination]. The
wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as C3 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A. 


		Account Name:	Midland Loan Services, a Division of PNC 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-C3, Commercial Mortgage Pass Through Certificates, Series 2016-C3



Account #: 1029154542


 


2.           The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the
C3 Operating Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Potomac Mills [Companion Loan]
evidenced by promissory note A-7 is as follows:


 


	C3 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI16C3

Fax number (714) 247-6022
	C3 Certificate Administrator:	
        Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

        



 






    FF-4-2


     


    

 


	 	Attention: Citibank Agency & Trust - CGCMT 2016-C3

Fax number: (212) 816-5527

        Email: ratingagencynotice@citi.com

	C3 Master 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

        Email: NoticeAdmin@midlandls.com

         

        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

	C3 Special Servicer:	
        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Liat
Heller

        Facsimile number:
(305) 229-6425

        E-mail: liat.heller@rialtocapital.com

         

        with copies to:

         

        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Jeff
Krasnoff, Niral Shah and Adam Singer

        Facsimile number:
(305) 229-6425

        E-mail: niral.shah@rialtocapital.com,
adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com

	C3 Operating Advisor and C3 Asset Representations Reviewer:	
        Trimont Real Estate Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite G1

        Atlanta, Georgia 30326

        Attention: Operating Advisor

        



 






    FF-4-3


     


    

 


	 	Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com

	C3 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

         

        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 7th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Fax number (646) 328-2943

         

        and

         

        Citigroup Commercial Mortgage Securities Inc.

        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



 


3.             The
C3 Trust is subject to the reporting requirements of the Exchange Act.


 


4.             Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.             As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is Rialto CMBS X, LLC.


 






    FF-4-4


     


    

 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    FF-4-5


     


    

  


EXHIBIT
FF-5


 


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(Hill7
Office)


 


[Date]



 


	[Wilmington Trust, National Association]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Wells Fargo Bank, National Association]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	 	 
	[Wells Fargo Bank, National Association]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Rialto Capital Advisors, LLC]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	 	 
	[Park Bridge Lender Services LLC]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	 


 


		Re:	[CFCRE
                                         2016-C6 Mortgage Trust], Commercial Mortgage Pass-Through Certificates, Series [2016-C6]



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of [_________] 2016 (the “[CFCRE 2016-C6] PSA”),
between [CCRE Commercial Mortgage Securities, L.P.], as depositor, [Wells Fargo Bank, National Association], as master servicer,
[Rialto Capital Advisors, LLC], as special servicer, [AEGON USA Realty Advisors, LLC], as special servicer [with respect to Potomac
Mills mortgage loan], [Park Bridge Lender Services LLC], as operating advisor and 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 [CFCRE 2016-C6] PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “C3
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “C3 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “C3 Master Servicer”),
Rialto Capital Advisors, LLC, as special servicer (the “C3 Special Servicer”), Trimont Real Estate Advisors,
LLC, as operating advisor (in such capacity, the “C3 Operating Advisor”) and asset representations reviewer
(in such capacity, the “C3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (the
“C3 Certificate Administrator”), and Deutsche Bank Trust


 






    FF-5-1


    	 



    

 


Company
Americas, as trustee (the “C3 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust 2016-C3
(the “C3 Trust”) was established and the Hill7 Office [Companion Loan] evidenced by promissory note A-2 was
transferred to the C3 Trust as of November 17, 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 C3 PSA, is the holder of the Hill7 Office [Companion Loan] evidenced by note
A-2. You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under
the C3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer under the C3 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][Serviced
Companion Loan Holder] with respect to the Hill7 Office [Serviced Companion Loan] evidenced by note A-2 under the [______] PSA
and the [Intercreditor Agreement][Co-Lender Agreement] with respect to the Hill7 Office [Whole Loan][Loan Combination]. The wire
instructions for Midland Loan Services, a Division of PNC Bank, National Association, as C3 Master Servicer, are as follows:


 





	Bank:
                    PNC Bank, N.A.






	Account
    Name:	Midland
        Loan Services, a Division of PNC 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-C3, Commercial
        Mortgage Pass Through Certificates, Series 2016-C3 

	Account
                    #: 1029154542













 


2.       The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the
C3 Operating Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Hill7 Office [Companion Loan]
evidenced by promissory note A-2 is as follows:


 


	C3
    Trustee:	Deutsche
    Bank Trust Company Americas

    1761 East St. Andrew Place

    Santa Ana, California, 92705-4934

    Attention: Trust Administration – CI16C3

    Fax number (714) 247-6022
	C3
    Certificate Administrator:	Citibank,
                                         N.A.

                                         388 Greenwich Street, 14th Floor

                                         New York, New York 10013

                                         Attention: Citibank Agency & Trust - CGCMT 2016-C3

                                         Fax number: (212) 816-5527

        

        

        




 






    FF-5-2


    	 



    

 


	 	Email:
    ratingagencynotice@citi.com
	C3
    Master 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

        

        Email:
        NoticeAdmin@midlandls.com

         

        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

        

	C3
    Special Servicer:	Rialto
                                         Capital Advisors, LLC

        

        790
        NW 107th Avenue, 4th Floor

        

        Miami,
        Florida 33172

        

        Attention:
        Liat Heller

        

        Facsimile
        number: (305) 229-6425

        

        E-mail:
        liat.heller@rialtocapital.com

         

        with
        copies to:

         

        Rialto
        Capital Advisors, LLC

        

        790
        NW 107th Avenue, 4th Floor

        

        Miami,
        Florida 33172

        

        Attention:
        Jeff Krasnoff, Niral Shah and Adam Singer

        

        Facsimile
        number: (305) 229-6425

        

        E-mail:
        niral.shah@rialtocapital.com, adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com

        

	C3
    Operating Advisor and C3 Asset Representations Reviewer:	Trimont
                                         Real Estate Advisors, LLC

        

        One
        Alliance Center

        

        3500
        Lenox Road, Suite G1

        

        Atlanta,
        Georgia 30326

        

        Attention:
        Operating Advisor

        

        Facsimile
        No.: (404) 420-5610

        

        Email:
        operatingadvisor@trimontrea.com

        




 






    FF-5-3


    	 



    

 


	C3
    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

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 7th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number (646) 328-2943

         

        and

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        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

        



 


3.       The
C3 Trust is subject to the reporting requirements of the Exchange Act.


 


4.       Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is Rialto CMBS X, LLC.


 











	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    FF-5-4


    	 



    

 


EXHIBIT
FF-6


 


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(Quantum
Park)


 


[Date]



 


	[Outside Trustee]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Outside Certificate Administrator]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	 	 
	[Outside Master Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Outside Special Servicer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]
	 	 
	[Outside Operating Advisor]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]	[Outside Asset Representations Reviewer]

    [Address Line 1]

    [Address Line 2]

    Attn: [Contact Person]


 


		Re:	[Outside
                                         Securitization Trust], Commercial Mortgage Pass-Through Certificates, Series [_________]-[_____]



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of [_________] 2016 (the “[________] PSA”),
between [Outside Depositor], as depositor, [Outside Servicer], as master servicer, [Outside Special Servicer], as special servicer,
[Outside Operating Advisor], as operating advisor and asset representations reviewer, [Outside Certificate Administrator], as
certificate administrator, and [Outside Trustee], as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the [________] PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “C3
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “C3 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “C3 Master Servicer”),
Rialto Capital Advisors, LLC, as special servicer (the “C3 Special Servicer”), Trimont Real Estate Advisors,
LLC, as operating advisor (in such capacity, the “C3 Operating Advisor”) and asset representations reviewer
(in such capacity, the “C3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (the
“C3 Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “C3 Trustee”),
pursuant to which the Citigroup Commercial Mortgage Trust 2016-C3 (the “C3 Trust”) was established and the
Quantum Park [Companion


 






     FF-6-1


     


    

 


Loan][Serviced
Pari Passu Companion Loan] evidenced by promissory note A-1 was transferred to the C3 Trust as of November 17, 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 C3 PSA, is the holder of the Quantum Park [Companion Loan][Serviced Pari Passu
Companion Loan] evidenced by promissory note A-1. You are directed to remit to Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer under the C3 PSA, all amounts payable to, and to forward, deliver or otherwise make available,
as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 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][Serviced Companion Loan Holder][Serviced Companion Noteholder] with respect
to the Quantum Park [Companion Loan][Serviced Pari Passu Companion Loan] evidenced by note A-1 under the [______] PSA and the
[Intercreditor Agreement][Co-Lender Agreement] with respect to the Quantum Park [Whole Loan][Loan Combination]. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as C3 Master Servicer, are as follows:


 





	Bank:
                    PNC Bank, N.A.






	Account
    Name:	Midland
        Loan Services, a Division of PNC 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-C3, Commercial
        Mortgage Pass Through Certificates, Series 2016-C3 

	Account
                    #: 1029154542











 


2.       The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the
C3 Operating Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Quantum Park [Companion Loan][Serviced
Pari Passu Companion Loan] evidenced by promissory note A-1 is as follows:


 


	C3
    Trustee:	Deutsche
    Bank Trust Company Americas

    1761 East St. Andrew Place

    Santa Ana, California, 92705-4934

    Attention: Trust Administration – CI16C3

    Fax number (714) 247-6022
	C3
    Certificate Administrator:	Citibank,
                                         N.A.

                                         388 Greenwich Street, 14th Floor

                                         New York, New York 10013

                                         Attention: Citibank Agency & Trust - CGCMT 2016-C3

                                         Fax number: (212) 816-5527

        

        

        




 









     FF-6-2


     


    

 


	 	Email:
    ratingagencynotice@citi.com
	C3
    Master 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

        

        Email:
        NoticeAdmin@midlandls.com

         

        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

        

	C3
    Special Servicer:	Rialto
                                         Capital Advisors, LLC

        

        790
        NW 107th Avenue, 4th Floor

        

        Miami,
        Florida 33172

        

        Attention:
        Liat Heller

        

        Facsimile
        number: (305) 229-6425

        

        E-mail:
        liat.heller@rialtocapital.com

         

        with
        copies to:

         

        

        Rialto
        Capital Advisors, LLC

        

        790
        NW 107th Avenue, 4th Floor

        

        Miami,
        Florida 33172

        

        Attention:
        Jeff Krasnoff, Niral Shah and Adam Singer

        

        Facsimile
        number: (305) 229-6425

        

        E-mail:
        niral.shah@rialtocapital.com, adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com

        

	C3
    Operating Advisor and C3 Asset Representations Reviewer:	Trimont
                                         Real Estate Advisors, LLC

        

        One
        Alliance Center

        

        3500
        Lenox Road, Suite G1

        

        Atlanta,
        Georgia 30326

        

        Attention:
        Operating Advisor

        

        Facsimile
        No.: (404) 420-5610

        

        Email:
        operatingadvisor@trimontrea.com

        




 






     FF-6-3


     


    

 





	C3
    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

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 7th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number (646) 328-2943

         

        and

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        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

        



 


3.       The
C3 Trust is subject to the reporting requirements of the Exchange Act.


 


4.       Enclosed
herewith is a copy of an executed version of the C3 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the C3 PSA) under the C3 PSA is Rialto CMBS X, LLC.


 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



     FF-6-4


     


    





 


EXHIBIT FF-7


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN 


(College Boulevard Portfolio)


 


[Date]




 


	Deutsche Bank Trust Company Americas
 1761 East St. Andrew Place
 Santa Ana, California 92705-4934
 Attention: Trust Administration – CI16P5
 Fax number (714) 247-6022

                                                                                 
	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - CGCMT 2016-P5

Fax number: (212) 816-5527
	
        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

        Email: NoticeAdmin@midlandls.com

         

        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

         
	
        LNR Partners, LLC

        1601 Washington
Avenue, Suite 700

        Miami Beach, Florida
33139

        Attention: Thomas
F. Nealon III, Esq., Steven A. Rivers, Esq. and Job Warshaw

        Fax number: (305)
695-5601

         

        Email: tnealon@lnrproperty.com, srivers@lnrproperty.com, jwarshaw@lnrproperty.com
        and lnr.cmbs.notices@lnrproperty.com

         

	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: CGCMT 2016-P5 – Surveillance 

Manager (with
        copies sent

 contemporaneously via email to

 cmbs.notices@parkbridgefinancial.com)

        
	 


 


		Re:	Citigroup Commercial Mortgage Trust 2016-P5, Commercial
Mortgage Pass-Through Certificates, Series 2016-P5



 


Ladies and Gentlemen:


 



    FF-7-1


     

    

 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of October 1, 2016 (the “CGCMT 2016-P5 PSA”), between
Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and 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 CGCMT 2016-P5 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “C3 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “C3 Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (the “C3 Master Servicer”), Rialto Capital
Advisors, LLC, as special servicer (the “C3 Special Servicer”), Trimont Real Estate Advisors, LLC, as operating
advisor (in such capacity, the “C3 Operating Advisor”) and asset representations reviewer (in such capacity,
the “C3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (the “C3 Certificate
Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “C3 Trustee”), pursuant
to which the Citigroup Commercial Mortgage Trust 2016-C3 (the “C3 Trust”) was established and the College Boulevard
Portfolio Companion Loan evidenced by promissory note A-2 was transferred to the C3 Trust as of November 17, 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 C3 PSA, is the holder of the College Boulevard Portfolio Companion Loan evidenced
by promissory note A-2. You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the C3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 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 College Boulevard Portfolio Companion Loan evidenced by promissory note A-2 under the
CGCMT 2016-P5 PSA and the College Boulevard Portfolio Co-Lender Agreement. The wire instructions for Midland Loan Services, a Division
of PNC Bank, National Association, as C3 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A. 


		Account Name:	 Midland Loan Services, a Division of PNC 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-C3, Commercial Mortgage Pass Through Certificates, Series 2016-C3



Account #: 1029154542


 


2.           The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the
C3 Operating Advisor, the C3 Asset


 



    FF-7-2


     

    

 


Representations Reviewer and the C3 Depositor with respect to the College Boulevard Portfolio
Companion Loan evidenced by promissory note A-2 is as follows:


 


	C3 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI16C3

Fax number (714) 247-6022
	C3 Certificate Administrator:	
        Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - CGCMT 2016-C3

Fax number: (212) 816-5527

        Email: ratingagencynotice@citi.com

	C3 Master 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

        Email: NoticeAdmin@midlandls.com

         

        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

	C3 Special Servicer:	
        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Liat
Heller 

        Facsimile number:
(305) 229-6425

        E-mail: liat.heller@rialtocapital.com

         

        with copies to:

         

        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        

        

        




 



    FF-7-3


     

    

 


	 	Attention: Jeff Krasnoff, Niral Shah and Adam Singer

                                                                                Facsimile number:
(305) 229-6425

                                                                                E-mail:
niral.shah@rialtocapital.com, adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com

	C3 Operating Advisor and C3 Asset Representations Reviewer:	
        Trimont Real Estate Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite G1

        Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com

	C3 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

         

        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 7th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Fax number (646) 328-2943

         

        and

         

        Citigroup Commercial Mortgage Securities Inc.

        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

         



 


		3.	The C3 Trust is subject to the reporting requirements
of the Exchange Act.



 


		4.	Enclosed herewith is a copy of an executed version
of the C3 PSA.



 



    FF-7-4


     

    

 


		5.	As of the date hereof, the Controlling Class Representative
(as defined in the C3 PSA) under the C3 PSA is Rialto CMBS X, LLC.



 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


    FF-7-5


     

    

 


EXHIBIT FF-8


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Marriott Hilton Head Resort & Spa)


 


[Date]


 


	[Outside Trustee]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Outside Certificate Administrator]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	[Outside Master Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Outside Special Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]
	[Outside Operating Advisor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]	[Outside Asset Representations Reviewer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]


 


		Re:	[Outside Securitization Trust], Commercial Mortgage
Pass-Through Certificates, Series [_________]-[_____]



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of [_________] 2016 (the “[________] PSA”), between [Outside
Depositor], as depositor, [Outside Servicer], as master servicer, [Outside Special Servicer], as special servicer, [Outside Operating
Advisor], as operating advisor and asset representations reviewer, [Outside Certificate Administrator], as certificate administrator,
and [Outside Trustee], as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the [________]
PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “C3 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “C3 Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (the “C3 Master Servicer”), Rialto Capital
Advisors, LLC, as special servicer (the “C3 Special Servicer”), Trimont Real Estate Advisors, LLC, as operating
advisor (in such capacity, the “C3 Operating Advisor”) and asset representations reviewer (in such capacity,
the “C3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (the “C3 Certificate
Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “C3 Trustee”), pursuant
to which the Citigroup Commercial Mortgage Trust 2016-C3 (the “C3 Trust”) was established and the Marriott Hilton
Head Resort & Spa [Companion Loan] [Serviced Pari Passu Companion Loan] evidenced by promissory


 



    FF-8-1


     

    

 


notes A-2B and A-4 was transferred
to the C3 Trust as of November 17, 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 C3 PSA, is the holder of the Marriott Hilton Head Resort & Spa [Companion
Loan] evidenced by notes A-2B and A-4. You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer under the C3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may
be, to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 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][Serviced Companion Loan Holder][Serviced Companion Noteholder] with respect to the Marriott Hilton Head
Resort & Spa [Companion Loan][Serviced Pari Passu Companion Loan] evidenced by notes A-2B and A-4 under the [______] PSA and
the [Intercreditor Agreement][Co-Lender Agreement] with respect to the Marriott Hilton Head Resort & Spa [Whole Loan][Loan
Combination]. The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as C3 Master Servicer,
are as follows:


 


Bank: PNC Bank, N.A. 


		Account Name: 	Midland Loan Services, a Division of PNC
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-C3, Commercial Mortgage Pass Through Certificates, Series
2016-C3






Account #: 1029154542


 


2.           The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the
C3 Operating Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Marriott Hilton Head Resort
& Spa [Companion Loan][Serviced Pari Passu Companion Loan] evidenced by promissory notes A-2B and A-4 is as follows:


 


	C3 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI16C3

Fax number (714) 247-6022
	C3 Certificate Administrator:	
        Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - CGCMT 2016-C3





 



    FF-8-2


     

    

 


	 	Fax
    number: (212) 816-5527 Email: ratingagencynotice@citi.com
	C3 Master 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

        Email: NoticeAdmin@midlandls.com

         

        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

	C3 Special Servicer:	
        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Liat
Heller

        Facsimile number:
(305) 229-6425

        E-mail: liat.heller@rialtocapital.com

         

        with copies to:

         

        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida 33172

        Attention: Jeff
Krasnoff, Niral Shah and Adam Singer

        Facsimile number:
(305) 229-6425

        E-mail: niral.shah@rialtocapital.com,
        

adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com

         

	C3 Operating Advisor and C3 Asset Representations Reviewer:	
        Trimont Real Estate Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite G1

        Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com




 



    FF-8-3


     

    

 


	C3 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

         

        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street, 7th Floor 

        New York, New York 10013 

        Attention: Richard Simpson 

        Fax number (646) 328-2943

         

        and

         

        Citigroup Commercial Mortgage Securities Inc. 

        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

         



 


		3.	The C3 Trust is subject to the reporting requirements
of the Exchange Act.



 


		4.	Enclosed herewith is a copy of an executed version
of the C3 PSA.



 


		5.	As of the date hereof, the Controlling Class Representative
(as defined in the C3 PSA) under the C3 PSA is Rialto CMBS X, LLC.



 





	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    FF-8-4


     

    

 


EXHIBIT FF-9


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Marriott Saddle Brook)


 


[Date]




 


	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee SGCMS 2016-C5

         

        

        with a copy to:

         

        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – SGCMS 2016-C5

         

        with a copy to: 

        cts.cmbs.bond.admin@wellsfargo.com

        trustadministrationgroup@wellsfargo.com

         

	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086-120, 550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: SGCMS 2016-C5 Asset Manager

        Telecopy Number: (704) 715-0036

        E-mail: Marcus.Thomas3@wellsfargo.com

         

        and a copy to:

         

        Mayer Brown LLP

        214 North Tryon Street, Suite 3800 

        Charlotte, North Carolina 28202

        Attention: Christopher J. Brady, Esq.

        E-mail: cbrady@mayerbrown.com

         
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com

         

        with copies to:

         

        Jeff Krasnoff

        Facsimile number: (305) 229-6425

        E-mail: jeff.krasnoff@rialtocapital.com;

         

        Niral Shah

        Facsimile number: (305) 229-6425

        Email: niral.shah@rialtocapital.com;

         

        Adam Singer

        facsimile number (305) 229-6425

        Email: adam.singer@rialtocapital.com 




 



    FF-9-1


     

    

 


	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: SGCMS 2016-C5-Surveillance

 Manager (with a copy sent


        contemporaneously via email to

 cmbs.notices@parkbridgefinancial.com)

         

        
	 


		Re:	SG Commercial Mortgage Securities Trust 2016-C5,

Commercial
Mortgage Pass-Through Certificates, Series 2016-C5



  


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of July 1, 2016 (the “SGCMS 2016-C5 PSA”), between SG
Commercial Mortgage Securities, LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors,
LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, Wells Fargo
Bank, National Association, as certificate administrator, and Wilmington Trust, National Association, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the SGCMS 2016-C5 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “C3 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “C3 Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (the “C3 Master Servicer”), Rialto Capital
Advisors, LLC, as special servicer (the “C3 Special Servicer”), Trimont Real Estate Advisors, LLC, as operating
advisor (in such capacity, the “C3 Operating Advisor”) and asset representations reviewer (in such capacity,
the “C3 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (the “C3 Certificate
Administrator”), and Deutsche Bank Trust Company Americas, as trustee (the “C3 Trustee”), pursuant
to which the Citigroup Commercial Mortgage Trust 2016-C3 (the “C3 Trust”) was established and the Marriott Saddle
Brook Pari Passu Companion Loan evidenced by promissory note A-2-1 was transferred to the C3 Trust as of November 17, 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 C3 PSA, is the holder of the Marriott Saddle Brook Pari Passu Companion Loan
evidenced by promissory note A-2-1. You are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer under the C3 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may
be, to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the C3 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the Serviced
Companion Noteholder with respect to the Marriott Saddle Brook Pari Passu Companion Loan evidenced by promissory note A-2-1 under
the SGCMS 2016-C5 PSA and the Marriott Saddle Brook Intercreditor Agreement. The wire


 



    FF-9-2


     

    

 


instructions for Midland Loan Services, a
Division of PNC Bank, National Association, as C3 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A.


		Account Name:	 Midland Loan Services, a Division of PNC
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-C3, Commercial Mortgage Pass Through Certificates, Series
2016-C3



Account #: 1029154542


 


2.           The
contact information for the C3 Trustee, the C3 Certificate Administrator, the C3 Master Servicer, the C3 Special Servicer, the
C3 Operating Advisor, the C3 Asset Representations Reviewer and the C3 Depositor with respect to the Marriott Saddle Brook Pari
Passu Companion Loan evidenced by promissory note A-2-1 is as follows:


 


	C3 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI16C3

Fax number (714) 247-6022
	C3 Certificate Administrator:	
        Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - CGCMT 2016-C3

Fax number: (212) 816-5527

        Email: ratingagencynotice@citi.com

         

	C3 Master 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

        Email: NoticeAdmin@midlandls.com

         

        with a copy to

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Attention: Kenda K. Tomes

        




 



    FF-9-3


     

    

 


	 	Fax number: (816) 412-9338
	C3 Special Servicer:	
        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Liat
Heller

        Facsimile number:
(305) 229-6425

        E-mail: liat.heller@rialtocapital.com

         

        with copies to:

         

        Rialto Capital
Advisors, LLC

        790 NW 107th Avenue,
4th Floor

        Miami, Florida
33172

        Attention: Jeff
Krasnoff, Niral Shah and Adam Singer

        Facsimile number:
(305) 229-6425

        E-mail: niral.shah@rialtocapital.com,
adam.singer@rialtocapital.com and jeff.krasnoff@rialtocapital.com

	C3 Operating Advisor and C3 Asset Representations Reviewer:	
        Trimont Real Estate Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite G1

        Atlanta, Georgia 30326

        Attention: Operating Advisor

        Facsimile No.: (404) 420-5610

        Email: operatingadvisor@trimontrea.com

	C3 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

         

        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 7th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Fax number (646) 328-2943

         

        and 




  



    FF-9-4


     

    

 





		
        

        Citigroup Commercial Mortgage Securities Inc.

        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

         



 


 

		3.	The C3 Trust is subject to the reporting requirements
of the Exchange Act.



 


		4.	Enclosed herewith is a copy of an executed version
of the C3 PSA.



 


		5.	As of the date hereof, the Controlling Class Representative
(as defined in the C3 PSA) under the C3 PSA is Rialto CMBS X, LLC.



 


	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    FF-9-5


     

    
 

EXHIBIT GG


 


SPECIFIED mortgage
LOANS


 


None


 




    GG-1


     

    
 

EXHIBIT HH


 


FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER6


 


To: [Addresses of Recipients]


 


		Re:	Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-

Through Certificates, Series 2016-C3



 


Ladies and Gentlemen:


 


In accordance with
Section 11.01 of the Pooling and Servicing Agreement, dated as of November 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.	As described in the detailed scorecard attached hereto as Exhibit A, 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 Test failure/evidence of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be
sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above,
will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the Pooling and Servicing Agreement.



 


 


	 	TRIMONT REAL ESTATE ADVISORS, LLC,

as Asset Representations Reviewer
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:






 


 






6
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 




    Exhibit HH-2


     

    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]

 


	
        Test failures

         

	Loan #	Loan Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	30	Due on Sale or Encumbrance	30b	[Insert Test Description]	[Insert Test findings]
	 	 	 	 	 


 


     HH-1


     

    
 

EXHIBIT II


 


FORM OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER7


 


To: [Addresses of Recipients]


 


		Re:	Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-

Through Certificates, Series 2016-C3



 


Ladies and Gentlemen:


 


In accordance with
Section 11.01 of the Pooling and Servicing Agreement, dated as of November 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.	As described in the summary scorecard attached
hereto as Exhibit A, 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 Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the Asset Representations
Reviewer of a Test pass or a Test failure shall not constitute a determination by the Asset Representations Reviewer of (i) the
existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable
Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other
than forwarding this Asset Review Report Summary to the parties listed above, will not be required to take or participate in any
other or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein
shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.



 


 






7
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


 


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 Representations Reviewer’s responsibilities and duties with respect to the 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:



 


		●	CREFC® Delinquent Loan Status Report



 


		●	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 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 provided 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.


 





	Step 3	If
ARR determines that the information made available to it in the Secure Data Room with respect to any Delinquent Loan is missing
any documents required to complete an Asset Review of such Delinquent Loan, ARR prepares list of such missing documents and (i)
notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially
Serviced Loans) of such missing documents, and requests that the Master Servicer or the Special Servicer, as the case may be, deliver
to the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing documents are not provided
by the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents from the related Mortgage
Loan Seller.


 



    JJ-1


     

    

 


Analysis
and Testing of Representations and Warranties


 





	Step 4	For
each Delinquent Loan for which ARR has received all Review Materials required to complete an Asset Review of such Delinquent Loan,
ARR tests such Delinquent Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with
respect to such Delinquent Loan as follows:


 


		●	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller.



 


		●	For each representation and warranty, ARR lists



 


		o	all items from the Review Materials reviewed or used in its testing of such representation and
warranty;



 


		o	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-C3


 


		Attention:	Citigroup Commercial Mortgage Trust 2016-C3,

Commercial Mortgage Pass-Through Certificates, Series 2016-C3



  


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of November
1, 2016 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor and 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.]1



 


 






1
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]1	 
	 	 	 
	 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]


 


	
        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

         
	
        Rialto Capital Advisors, LLC

        790 NW 107th Avenue, 4th Floor

        Miami, Florida 33172

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer

        

        

         

	
        Trimont Real Estate Advisors, LLC

        One Alliance Center

        3500 Lenox Road, Suite G1

        

        Atlanta, Georgia 30326 

        Attention: Operating Advisor

         
	 


		Attention:	Citigroup
Commercial Mortgage Trust 2016-C3,

Commercial Mortgage Pass-Through Certificates, Series 2016-C3



  


In accordance with
Section 11.01(a) of the Pooling and Servicing Agreement, dated as of November 1, 2016 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Trimont Real Estate Advisors, LLC, as Operating Advisor
and 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]:


 


		1.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____An Asset Review Trigger has ceased to exist.






(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 



    LL-1


     

    

  





	 	Citibank, N.A., as Certificate
Administrator for the Holders of the Citigroup Commercial Mortgage Trust 2016-C3, Commercial Mortgage Pass-Through Certificates,
Series 2016-C3
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 



    LL-2