Exhibit
10.6


 





SUBSERVICING AGREEMENT


 


Citigroup Commercial
Mortgage Trust 2016-GC36,


Commercial Mortgage Pass-Through
Certificates,


Series 2016-GC36


 


Dated as of February
1, 2016


 


between 


 


KEYBANK NATIONAL ASSOCIATION


Master Servicer


 


and


 


BERKADIA COMMERCIAL
MORTGAGE LLC


Subservicer


 






    	 



    	 



    

 


TABLE OF CONTENTS





	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 
	ARTICLE I. DEFINITIONS	 	 	1
	 	Section 1.01.	Defined Terms	 	1
	ARTICLE II. RETENTION AND AUTHORITY OF SUBSERVICER	 	4
	 	Section 2.01.	Servicing Standard; Commencement
    of Servicing Responsibilities	 	4
	 	Section 2.02.	Subservicing	 	4
	 	Section 2.03.	Authority of Subservicer	 	5
	ARTICLE III. SERVICES TO BE PERFORMED	 	7
	 	Section 3.01.	Services as Subservicer	 	7
	 	Section 3.02.	Portfolio Manager	 	12
	 	Section 3.03.	Maintenance of Errors and Omissions
    and Fidelity Coverage	 	12
	 	Section 3.04.	Delivery and Possession of Servicing
    Files	 	12
	 	Section 3.05.	Financial Statements of the Subervicer	 	13
	 	Section 3.06.	Annual Compliance; Accountants’
    Attestation; Amendments; Expenses; Subservicers	 	13
	ARTICLE IV. SUBSERVICER’S COMPENSATION AND EXPENSES	 	17
	 	Section 4.01.	Subservicing Compensation	 	17
	ARTICLE V. THE MASTER SERVICER AND THE SUBSERVICER	 	19
	 	Section 5.01.	Subservicer Not to Assign; Merger
    or Consolidation of the Subservicer	 	19
	 	Section 5.02.	Liability and Indemnification of
    the Subservicer and the Master Servicer	 	20
	 	Section 5.03.	Representations and Warranties	 	22
	ARTICLE VI. EVENTS OF DEFAULT; TERMINATION	 	24
	 	Section 6.01.	Events of Default	 	24
	 	Section 6.02.	Termination of Agreement	 	27
	ARTICLE VII. MISCELLANEOUS PROVISIONS	 	28
	 	Section 7.01.	Amendment	 	28
	 	Section 7.02.	Governing Law	 	28
	 	Section 7.03.	Notices	 	28
	 	Section 7.04.	Consistency with PSA: Severability
    of Provisions	 	29
	 	Section 7.05.	Inspection and Audit Rights	 	29
	 	Section 7.06.	Binding Effect; No Partnership;
    Counterparts	 	30
	 	Section 7.07.	Protection of Confidential Information	 	30
	 	Section 7.08.	Construction	 	30
	 	Section 7.09.	Sole and Absolute Discretion of
    Master Servicer	 	31
	 	Section 7.10.	Exchange Act Rule 17g-5 Procedures	 	31







 






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LIST OF EXHIBITS


 


	Exhibit A	Mortgage Loan Schedule



 


	Exhibit B	Remittance Report



 


	Exhibit C	Property Inspection Report



 


	Exhibit D	Tax, Insurance, UCC and Letter of Credit Certification



 


	Exhibit E	Account Certification



 


	Exhibit F	Sarbanes-Oxley Certification






 






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THIS SUBSERVICING AGREEMENT
(this “Agreement”) is made effective as of February 1, 2016 by and between KEYBANK NATIONAL ASSOCIATION,
a national banking association (together with its successors and assigns, the “Master Servicer”), and
BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (together with its successors and assigns
permitted under this Agreement, the “Subservicer”).


 


RECITALS


 


The following Recitals
are a material part of this Agreement:


 


A.     Pursuant to the
Pooling and Servicing Agreement (the “PSA”) dated as of February 1, 2016, among Citigroup Commercial
Mortgage Securities, Inc., as Depositor, Master Servicer, as Master Servicer, Wells Fargo Bank, National Association, as Special
Servicer, Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer, Wells Fargo Bank, National Association,
as Certificate Administrator and Wilmington Trust, National Association, as Trustee, with respect to the Citigroup Commercial Mortgage
Trust 2016-GC36, Commercial Mortgage Pass-Through Certificates, Series 2016-GC36 (a copy of which has been delivered to the Subservicer),
the Master Servicer services and administers the Loans (as defined below) on behalf of the Trust (as defined in the PSA).


 


B.     The Master Servicer
and the Subservicer desire to enter into an agreement whereby the Subservicer shall perform certain of the Master Servicer’s
servicing responsibilities under the PSA with respect to the Mortgage Loans as more specifically set forth in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Master Servicer and the Subservicer hereby agree as follows:


 


ARTICLE I.


 


DEFINITIONS


 


Section 1.01.     Defined
Terms.


 


All capitalized terms
not otherwise defined in this Agreement have the meanings set forth in the PSA, and the following capitalized terms have the respective
meanings set forth below:


 


“Accepted
Subservicing Practices”: As defined in Section 2.01.


 


“Accounts”:
The Subservicer Collection Account and Escrow Accounts maintained by the Subservicer under this Agreement, each of which shall
be held in the name of the Subservicer, “in trust for KeyBank National Association, as Master Servicer on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Trust 2016-GC36,
Commercial Mortgage Pass Through Certificates, Series 2016-GC36.”


 






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“Additional
Subservicing Compensation”: As defined in Section 4.01.


 


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


 


“Agreement”:
This Subservicing Agreement, as amended, modified, supplemented or restated by the parties from time to time.


 


“Commission”:
The Securities and Exchange Commission or any successor thereto.


 


“Determination
Date”: The 6th day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day,
commencing in March 2016.


 


“Distribution
Date”: With respect to any Determination Date, the fourth (4th) Business Day after the related
Determination Date, commencing in March 2016.


 


“EDGAR”:
The Electronic Data Gathering, Analysis, and Retrieval System of the Commission, which is the computer system for the receipt,
acceptance, review and dissemination of documents submitted to the Commission in electronic format.


 


“Event of
Default”: As defined in Section 6.01.


 


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


 


“Indemnified
Party”: As defined in Section 7.10(b).


 


“Master
Servicer”: As defined in the first paragraph of this Agreement.


 


“Mortgage
Loan”: Each of the mortgage loans that are the subject of this Agreement and are identified on the Mortgage Loan
Schedule.


 


“Mortgage
Loan Schedule”: The schedule of certain mortgage loans attached hereto as Exhibit A, which schedule
sets forth certain information with respect to such mortgage loans, including the related Subservicing Fee Rate for each such mortgage
loan.


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Subservicer.


 


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


 


“Property
Inspection Report”: A written report of each inspection of a Mortgaged Property performed by the Subservicer, which
shall be delivered electronically pursuant to this Agreement substantially in the form attached hereto as Exhibit C
(or in such other form as may be reasonably acceptable to the Master Servicer and the Subservicer) and, in any event, shall set
forth in detail the condition of the subject Mortgaged Property and specify the occurrence or existence of any sale, transfer or
abandonment of, any change in the condition, occupancy or value of, or any waste committed on, the subject Mortgaged Property of
which the Subservicer is aware.


 


“PSA”:
As defined in the Recitals to this Agreement.


 


“Rating
Agency”: As defined in the PSA.


 






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“Regulation
AB”: Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as
such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case
as effective from time to time as of the compliance dates specified therein.


 


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to the Subservicer, which are the Servicing Criteria applicable
to the Master Servicer as set forth on Exhibit O of the PSA. With respect to any Servicing Function Participant or other subservicer
engaged by the Subservicer, the term “Relevant Servicing Criteria” refers to the items of the Relevant Servicing
Criteria applicable to the Subservicer that engaged such Servicing Function Participant or other subservicer that are applicable
to such Servicing Function Participant or other subservicer based on the functions it has been engaged to perform.


 


“Remittance
Report”: A written report regarding any remittance made pursuant to the terms and provisions of this Agreement, which
report shall be delivered electronically pursuant to this Agreement substantially in the form attached hereto as Exhibit
B (or in such other form as may be reasonably requested by the Master Servicer from time to time).


 


“Responsible
Officer”: Any officer or employee of the Subservicer or the Master Servicer, as the case may be, involved in or responsible
for the administration, supervision or management of this Agreement and whose name and specimen signature appear on a list prepared
by each party and delivered to the other party, as such list may be amended from time to time by either party.


 


“Restricted
Servicing Action”: As defined in Section 2.03(a).


 


“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
Officer”: Any officer and/or employee of the Subservicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans, whose name and specimen signature appear on a list of servicing officers furnished by the Subservicer
to the Master Servicer on the Closing Date, as such list may be amended from time to time thereafter.


 


“Subservicer”:
As defined in the first paragraph of this Agreement.


 


“Subservicer
Collection Account”: As defined in Section 3.01(a)(v).


 


“Subservicer
Remittance Date”: The Business Day immediately following the Determination Date.


 


“Subservicing
Fee”: With respect to each Mortgage Loan, the fee designated as such and payable to the Subservicer pursuant to Section
4.01.


 


“Subservicing
Fee Rate”: A rate per annum with respect to each Mortgage Loan as set forth on the Mortgage Loan Schedule.


 


“Subservicing
File”: With respect to each Mortgage Loan, all documents, information and records relating to such Mortgage Loan
that are necessary or appropriate to enable the Subservicer to perform its obligations under this Agreement and any additional
documents or information related thereto maintained or created in any form by the Subservicer, including all analysis, working
papers, inspections reports, written communications with any Mortgagor or other Person, and all other information collected from
or concerning any Mortgagor or the related Mortgaged Property in the Subservicer’s possession.


 






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“Tax, Insurance,
UCC and Letter of Credit Certification”: A written report certifying for the applicable quarterly period that all
property taxes and hazard insurance premiums that are due have been paid in full, that all UCC liens, assignments or continuations
are current and that all letters of credit are current, which report shall be delivered electronically pursuant to this Agreement
substantially in the form attached hereto as Exhibit D (or in such other form as may be reasonably requested by the
Master Servicer from time to time).


 


ARTICLE II.


 


RETENTION AND AUTHORITY
OF SUBSERVICER


 


Section 2.01.     Servicing
Standard; Commencement of Servicing Responsibilities.


 


The Master Servicer
hereby engages the Subservicer to perform, and the Subservicer hereby agrees to perform, the servicing duties and obligations of
the Master Servicer under the PSA with respect to the Mortgage Loans throughout the term of, and upon and subject to the terms,
covenants and provisions of, this Agreement. The Subservicer shall service and administer the Mortgage Loans pursuant to this Agreement
for the benefit of the Master Servicer and the Certificateholders (as a collective whole) as determined by the Subservicer, in
its reasonable judgment, in accordance with applicable law, the terms of this Agreement, the terms of the respective Mortgage Loans
and any and all applicable intercreditor, participation, co-lender and similar agreements, and, to the extent consistent with the
foregoing, further as follows: (a) in the same manner in which, and with the same care, skill, prudence and diligence with which
the Subservicer services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the
customary and usual standards of practice of prudent institutional commercial and multifamily mortgage loan servicers servicing
mortgage loans for third parties, and (b) with the same care, skill, prudence and diligence with which the Subservicer services
and administers commercial and multifamily mortgage loans owned by it, whichever standard is higher; (c) with a view to the timely
collection of all scheduled payments of principal and interest under the subject Mortgage Loans; and (d) without regard to: (i)
any relationship that the Subservicer or any Affiliate thereof may have with the related Mortgagor, any Mortgage Loan Seller or
any other party to the PSA, (ii) the ownership of any Certificate, interest in a mezzanine loan or other subordinate or pari-passu
interest by the Subservicer or by any Affiliate thereof, (iii) the right of the Subservicer (or any Affiliate thereof) to receive
reimbursement of costs, or the sufficiency of any compensation payable to it, or with respect to any particular transaction, (iv)
the ownership, servicing or management for itself or others of any other mortgage loans or mortgaged properties by the Subservicer
or any Affiliate thereof, or (v) any debt that the Subservicer or any Affiliate thereof has extended to any Mortgagor or any Affiliate
thereof. The above-described servicing standards are referred to in this Agreement as “Accepted Subservicing Practices.”


 


Section 2.02.     Subservicing.


 


To the extent necessary
for the Subservicer to comply with applicable laws, or if otherwise consented to by the Master Servicer, the Subservicer may enter
into any subservicing agreement with another subservicer that would permit such subservicer to perform any or all of the Subservicer’s
servicing responsibilities under this Agreement as long as each such subservicing agreement complies with the requirements for
subservicing agreements in PSA Section 3.01(c). Notwithstanding any subservicing agreement, the Subservicer shall remain directly
obligated and primarily liable to the Master Servicer for the servicing and administration of the Mortgage Loans in accordance
with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreement
to the same extent and under the same terms and conditions as if the Subservicer were servicing the Mortgage Loans alone.


 






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Section 2.03.     Authority
of Subservicer.


 


(a)          Except as otherwise
provided in this Agreement and subject to the terms of this Agreement, the right of the Special Servicer to process Major Decisions
and Special Servicer Decisions, and the Master Servicer’s limitations of authority as Master Servicer under the PSA, in performing
its obligations under this Agreement, the Subservicer shall have full power and authority to take any and all actions in connection
with such obligations that it deems necessary or appropriate; provided, however, that the Subservicer shall not take
any of the following actions (each, a “Restricted Servicing Action”) with respect to any Mortgage Loan
without first notifying the Master Servicer in writing within two (2) Business Days after receiving notice of such action or the
related Mortgagor’s request therefor:


 


(i)           any release or disbursement
of (A) earnout or holdback amounts securing a Mortgage Loan (which means, for the avoidance of doubt, any disbursement or funding
to a Mortgagor of previously funded (but held back), escrowed or otherwise reserved portion of the original loan proceeds of such
Mortgage Loan) or (B) other than in accordance with the specific terms of, or upon satisfaction of, a Mortgage Loan, any other
cash reserves or escrowed funds or other similar collateral (such as escrows for tax and insurance payments) securing a Mortgage
Loan;


 


(ii)          any
draw down of funds under, or any release, modification, amendment, alteration or renewal of, a letter of credit or other additional
collateral related to any Mortgage Loan;


 


(iii)         any
grant or withholding of consent to, or the performance of, any defeasance of a Mortgage Loan in accordance with PSA Section 3.09(d);


 


(iv)         any
modification, waiver, amendment or other action contemplated by PSA Sections 3.09, 3.18 or 3.24, of or with respect to any Mortgage
Loan, whether or not material, including any forgiveness of principal, any change in the amount or timing of any payment of principal
or interest, maturity, extension rights or prepayment provisions or the substitution, full or partial release or addition of any
collateral for any Mortgage Loan (provided further, that consents to leasing activity are subject to Section 2.03(a)(xi)
below);


 


(v)          granting
or withholding consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest in any Mortgagor or
any owner of a Mortgaged Property (including entering into any assumption agreement in connection therewith) or, in connection
with an assumption of any Mortgage Loan or any other transaction contemplated by PSA Section 3.09, waiving any requirement in the
related Loan Documents to pay any fees or expenses (including any Rating Agency fees or general out-of-pocket expenses that include
Rating Agency fees);


 


(vi)         granting
or withholding consent to any request for approval to encumber a Mortgaged Property with subordinate or other financing or to encumber
any interest in any Mortgagor or any owner of a Mortgaged Property with mezzanine financing;


 


(vii)        any
determination of whether or not to release any Insurance Proceeds or Condemnation Proceeds to the Mortgagor under any Mortgage
Loan;


 


(viii)       any
waiver of any Penalty Charges, Default Interest, prepayment premiums, Yield Maintenance Charges, or other prepayment charges under
any Mortgage Loan;


 


(ix)          any
action to initiate, prosecute and manage foreclosure proceedings or other legal proceedings related thereto in connection with
any Mortgage Loan;


 






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(x)           any
termination or replacement, or consent to the termination or replacement, of a property manager with respect to any Mortgaged Property
or any termination or change, or consent to the termination or change, of the franchise affiliation with respect to any hospitality
property that in whole or in part constitutes any Mortgaged Property;


 


(xi)          approving
or granting any consent to leasing activity (including any subordination, standstill and attornment agreement) with respect to
any Mortgaged Property except as provided for in the paragraph below;


 


(xii)         granting
any consent to any request by a Mortgagor for approval to incur additional indebtedness or to amend or modify its organizational
documents;


 


(xiii)        any
determination with respect to a Mortgage Loan as to whether a default has occurred under the related Loan Documents by reason of
any failure on the part of the related Mortgagor to maintain (A) any insurance required under the related Loan Documents, (B) an
all-risk casualty insurance policy or an extended coverage insurance policy (with special form coverage) that does not contain
any exclusion for (or a separate insurance policy that expressly provides coverage for) property damage resulting from a terrorist
or similar act, or (C) insurance coverage for property damage resulting from a terrorist or similar act upon terms no less favorable
than those in place as of the Closing Date; or


 


(xiv)        permitting,
or granting or withholding consent to, or performing a modification to permit, a Principal Prepayment of a Mortgage Loan.


 


With respect to any
Restricted Servicing Action performed by the Special Servicer under the terms of the PSA, the Subservicer shall deliver to the
Master Servicer the related Mortgagor’s request therefor and any other documents or information related thereto in its possession
or otherwise reasonably requested by the Master Servicer and the Subservicer shall not have any obligation to obtain any consent
or approval from the Special Servicer. With respect to any Restricted Servicing Action performed by the Master Servicer under the
terms of the PSA, the Subservicer shall not perform such action without obtaining the prior written consent of the Master Servicer
(which consent (x) may be in the form of an asset business plan approved in writing by the Master Servicer and (y) shall be subject
to the prior approval of the Special Servicer, the Loan-Specific Directing Holder, if applicable, the Rating Agencies and any other
Person if so required under the PSA, which approvals shall be requested by the Master Servicer), except that the Subservicer may,
without the Master Servicer’s prior written consent, process any routine leasing activity described in Section 2.03(a)(xi)
with respect to a Mortgage Loan approval of routine leasing activities that (1) does not involve a ground lease or lease of an
outparcel, (2) affect an area less than the lesser of (i) 20,000 square feet and (ii) 20% of the net rentable area of the related
Mortgaged Property and (3) is not with respect to a lease that otherwise constitutes a “major lease” or “material
lease,” if applicable, under the related Loan Documents. Without limiting the foregoing, any Restricted Servicing Action
with respect to Principal Prepayments contemplated by Section 2.03(a)(xiv) shall be administered pursuant to Section
3.01(c).


 


(b)          Regardless of
whether the consent or approval of the Master Servicer is required pursuant to this Agreement, the Subservicer shall take or refrain
from taking any action that is directed by the Master Servicer and relates to the Subservicer’s obligations under this Agreement;
provided, however, that the Subservicer shall not be obligated to take or refrain from taking any such action to
the extent that the Subservicer determines in its reasonable discretion that taking or refraining from taking such action may cause
(i) a violation of applicable laws, court orders or restrictive covenants with respect to any Mortgage Loan or Mortgaged Property
or (ii) a violation of any term or provision of a Mortgage Loan.


 


ARTICLE III.


 






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SERVICES TO BE PERFORMED


 


Section 3.01.     Services
as Subservicer.


 


With respect to each
Mortgage Loan, the Subservicer shall, in accordance with Accepted Subservicing Practices and subject to the supervision of the
Subservicer by the Master Servicer as set forth in this Agreement, perform the following servicing activities on behalf of the
Master Servicer:


 


(a)          The Subservicer
shall, subject to the limitations and restrictions on its authority otherwise set forth in this Agreement, perform the duties and
obligations with respect to the Mortgage Loans that the Master Servicer is required to perform under PSA Sections 3.01 (general
servicing), 3.03 (collections), 3.04 (taxes, assessment and similar items; escrow accounts), 3.05(a) (collection account), 3.07
(investment of funds in collection account; other accounts), 3.08 (insurance), 3.09 (enforcement of alienation clauses; defeasance),
3.11 (release of files), 3.13 (compensating interest payments), 3.14 (application of penalty charges, modification fees and assumption
fees), 3.15 (access to certain documentation), 3.18 (inspections; ground leases), 3.19 (lock-box accounts; escrow accounts), 3.22
(notices of default, servicing transfers), 3.24 (modifications, waivers and amendments), 3.25 (replacement of manager), and 4.02(b)
(reports; financial statements); provided, however, that:


 


(i)           the
Subservicer shall file a UCC Financing Statement amendment continuing the effectiveness of each UCC Financing Statement filed with
respect to each Mortgage Loan within six (6) months before (and not later than three (3) months before) the expiration of the five
year period of effectiveness of such UCC Financing Statement, and shall deliver monthly reports of such UCC Financing Statement
amendments to the Master Servicer;


 


(ii)          the
Subservicer shall provide the Master Servicer with notice of any communication by the Mortgagor with respect to any related letter
of credit provided by such Mortgagor;


 


(iii)         the
Subservicer shall have no obligation to make Advances; provided, that the Subservicer shall provide the Master Servicer
not less than five (5) Business Days’ written notice before the date on which the Master Servicer is required to make any
Servicing Advance with respect to any Mortgage Loan (which notice shall include any and all information in the Subservicer’s
possession, and any additional information reasonably requested by the Master Servicer, that will enable the Master Servicer to
determine whether such Servicing Advance would constitute a Nonrecoverable Advance);


 


(iv)         with
respect to each Mortgage Loan, the Subservicer shall, consistent with Accepted Subservicing Practices, monitor the related Mortgagor’s
insurance obligations in accordance with PSA Section 3.08, and in the event a Mortgagor fails to maintain such insurance, the Subservicer
shall promptly (A) notify the Master Servicer in writing of such Mortgagor’s failure to maintain such insurance and whether
or not such insurance is required by the terms of the related Loan Documents, and (B) deliver to the Master Servicer all documents
and other information in Subservicer’s possession, and any additional information reasonably requested by the Master Servicer,
to assist the Master Servicer in determining, among other things, whether or not such insurance is available at commercially reasonable
rates; provided that the Subservicer shall not be required to maintain insurance coverage on any Mortgaged Property;


 


(v)          the
Subservicer shall establish a collection account (the “Subservicer Collection Account”) meeting all of
the requirements of the Collection Account maintained by the Master Servicer under the PSA, and references to the Collection Account
in PSA Section 3.05(a) shall be


 






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references to such Subservicer Collection Account; provided that any withdrawals from the
Subservicer Collection Account shall be made only as specifically authorized under this Agreement;


 


(vi)         the
creation of any Account shall be evidenced by a certification substantially in the form attached hereto as Exhibit E,
and a copy of any such certification shall be delivered to the Master Servicer on or prior to the Closing Date and thereafter upon
any transfer of such Account;


 


(vii)        the
Subservicer may invest the funds in the Accounts in one or more Eligible Investments on the same terms as the Master Servicer may
invest funds in the Collection Account and the Escrow Accounts under PSA Section 3.07, and subject to the same restrictions and
obligations regarding maturity dates, gains, losses, possession of Eligible Investments and Eligible Investments payable on demand;


 


(viii)       Section
3.03 of this Agreement shall control with respect to the Subservicer’s obligation to maintain a fidelity bond and errors
and omissions insurance policy that satisfies the requirements of PSA Section 3.08(c);


 


(ix)          Section
4.01 of this Agreement shall control with respect to which servicing fees and additional servicing compensation the Subservicer
may retain;


 


(x)           the
Subservicer shall, within forty (40) days after the Closing Date, deliver to the Master Servicer written evidence of each notification
to a related ground lessor pursuant to PSA Section 3.18(b);


 


(xi)          all
notices, information, reports, certifications, consents, and other documentation that are required under the PSA to be provided
by the Master Servicer to, or obtained by the Master Servicer from, the Trustee, the Depositor, the Seller, the Rating Agencies,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer, the Controlling
Class Representative or any other Person shall be provided by the Subservicer to the Master Servicer only (or as otherwise directed
by the Master Servicer) within the time set forth in this Agreement (or if no such time is set forth, within one (1) Business Day
prior to the date on which the Master Servicer is required to deliver such item to the applicable Person);


 


(xii)          the
Subservicer shall not be responsible for any mortgage loan pool-wide reporting under the PSA; and


 


(xiii)          subject
to Section 2.03(a)(iv) of this Agreement, the Subservicer shall be responsible for closing and processing all modifications, waivers
and amendments with respect to any performing Mortgage Loan, in accordance with PSA Section 3.24.


 


(b)          The Subservicer
shall promptly notify the Master Servicer in writing of all material collection and customer service issues and furnish the Master
Servicer with copies of all written communications regarding such issues between the Subservicer and any Mortgagor or any third
party in connection with the Subservicer’s obligations under this Agreement, including any assumption, prepayment or payoff
request or notice and any default notice delivered to a Mortgagor. The Subservicer shall send an initial delinquency notice in
connection with any delinquent monthly payment but shall not take any other action in connection with a delinquency or default
under a Mortgage Loan (including any enforcement, foreclosure or other action).


 






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(c)          The Subservicer
shall: (i) promptly forward to the Master Servicer all requests for or notices of Principal Prepayments; (ii) not later than five
(5) Business Days after its receipt of any such request or notice, deliver to the Master Servicer a payoff statement calculated
by the Subservicer with respect to such Principal Prepayment setting forth the amount of the Principal Prepayment, the aggregate
interest accrued thereon, the rates used, the date of such rates, and the other fees or expenses to be paid by the Mortgagor; and
(iii) deliver to the Master Servicer any and all information requested with respect to such Principal Prepayment to verify the
Subservicer’s calculations or otherwise. The Master Servicer shall respond within five (5) Business Days after the Master
Servicer’s receipt of such requests, notices or other requested information or the Master Servicer shall be deemed to have
approved the Subservicer’s calculations. All fees related to any such Principal Prepayment shall be paid to the Master Servicer.
If the Subservicer accepts any Principal Prepayment, then it shall (pursuant to wiring instructions from the Master Servicer) remit
such Principal Prepayment to the Master Servicer within one (1) Business Day after its receipt of available funds with respect
thereto.


 


If the Subservicer breaches
Section 2.03(a)(xiv) or this Section 3.01(c) in connection with any Principal Prepayment resulting in an obligation by the Master
Servicer to make a payment in respect of any Compensating Interest Payment or Prepayment Interest Shortfall under PSA Section 3.13,
then the Subservicer shall, on or before 2:00 p.m. (New York City time) on the Subservicer Remittance Date following such breach,
remit to the Master Servicer (pursuant to wiring instructions from the Master Servicer) the amount of such Compensating Interest
Payment or Prepayment Interest Shortfall; but in no event shall any such Prepayment Interest Shortfall exceed the Subservicing
Fee for the related Distributions Date. If such Prepayment Interest Shortfall is not so remitted to the Master Servicer, then the
Subservicer shall also remit to the Master Servicer interest on such Prepayment Interest Shortfall at the Advance Rate from and
including such Subservicer Remittance Date, but excluding the date the payment is made. Any payment by the Subservicer, or acceptance
by the Master Servicer, of such Compensating Interest Payment or Prepayment Interest Shortfall and any interest thereon shall not
be construed to constitute a waiver of an Event of Default.


 


(d)          The
Subservicer shall promptly notify the Master Servicer in writing upon obtaining actual knowledge or receipt of notice by the Subservicer
of (i) the occurrence of any event that causes, or with notice or the passage of time or both would cause, any Mortgage Loan to
become a Specially Serviced Loan or (ii) a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal,
a Repurchase or a Repurchase Request Rejection and, in each case, shall cooperate with the Master
Servicer in pursuing its obligations under the PSA, including the REMIC provisions of the PSA.


 


(e)          With respect
to all servicing responsibilities of the Master Servicer under the PSA that are not being performed by the Subservicer under this
Agreement, the Subservicer shall promptly notify the Master Servicer in writing of (and in any event, within one (1) Business Day
after) its receipt of notice thereof or a request therefor and shall reasonably cooperate with the Master Servicer to facilitate
the timely performance of such servicing responsibilities, including the REMIC provisions of the PSA.


 


(f)           No later than
the fifteenth (15th) day of each month, the Subservicer shall deliver to the Master Servicer a statement prepared by the Subservicer
setting forth the status of the Subservicer Collection Account as of the close of business on the Determination Date in such month
(together with a copy of the most recent monthly bank reconciliation statement received by the Subservicer with respect to the
Subservicer Collection Account) and showing the aggregate amount of deposits into and withdrawals from the Subservicer Collection
Account since the preceding Determination Date for each category of deposit specified in PSA Section 3.05 and each category of
withdrawal specified in PSA Section 3.06.


 






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(g)          Not later than
2:00 p.m. (New York City time) on the first Business Day following each Determination Date beginning in March 2016, the Subservicer
shall prepare and deliver or cause to be delivered to the Master Servicer, in a computer-readable medium downloadable by the Master
Servicer (or, at the Master Servicer’s written request, in a form reasonably acceptable to the Master Servicer and the Subservicer,
including on a loan-by-loan basis), the CREFC Loan Periodic Update File, the CREFC Property File, the CREFC Financial File, the
CREFC Delinquent Loan Status Report, the CREFC Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC Loan
Level Reserve/LOC Report, the CREFC Comparative Financial Status Report, the CREFC Servicer Watch List and, to the extent required
to be delivered by the Master Servicer under the PSA, any other file or report that may from time to time be recommended by the
CREFC for commercial mortgage-backed securities transactions generally (substantially in the form of, and containing the information
called for in, the downloadable form of such file or report then-available on the CREFC Website) and requested by the Master Servicer,
in each case providing the most recent information with respect to the Mortgage Loans as of the close of business on the related
Determination Date (and which, in each case, if applicable, will identify each Mortgage Loan by loan number and property name).


 


No later than 2:00 p.m.
(New York City time) on the first Business Day following each Determination Date beginning in May 2016, the Subservicer shall prepare
and deliver or cause to be delivered to the Master Servicer, in a computer-readable medium downloadable by the Master Servicer
(or, at the Master Servicer’s written request, in a form reasonably acceptable to the Master Servicer, including on a loan-by-loan
basis), 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 Subservicer’s possession); and (c) the “base year” (representing the original analysis
of information used as of the Cut-Off Date).


 


(h)          The Subservicer
shall use its reasonable efforts to obtain quarterly and annual operating statements, budgets and rent rolls with respect to each
of the Mortgage Loans, and quarterly and annual financial statements of each related Mortgagor required to be delivered pursuant
to the related Loan Documents, which efforts shall include sending a letter to such Mortgagor each quarter (followed up with telephone
calls) requesting such quarterly and annual operating statements, budgets, rent rolls and financial statements by no later than
thirty (30) days after the subject fiscal quarter (commencing with the quarter ending June 30, 2016) or sixty (60) days after the
subject fiscal year (commencing with the year ending December 31, 2016), as applicable. The Subservicer shall deliver electronically
to the Master Servicer copies of all of the foregoing items so collected in an imaged PDF format, Excel format, or such other format
reasonably acceptable to the Master Servicer and the Subservicer (using a naming convention for such PDF files, Excel files or
other format that is reasonably acceptable to the Master Servicer) within twenty (20) days after the Subservicer’s receipt
of such items together with the CREFC Operating Statement Analysis Report and CREFC NOI Adjustment Worksheet required by Section
3.01(i).


 


(i)           The Subservicer
shall maintain a CREFC Operating Statement Analysis Report and CREFC NOI Adjustment Worksheet with respect to each Mortgaged Property.
Commencing with the calendar quarter ending June 2016, within twenty (20) days after receipt by the Subservicer of any annual or
quarterly operating statements (provided that the Subservicer shall not be required to update the CREFC Operating Statement Analysis
Reports or CREFC NOI Adjustment Worksheet more often than quarterly) or rent rolls with respect to any Mortgaged Property the Subservicer
shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the CREFC Operating
Statement Analysis Report and the CREFC NOI Adjustment Worksheet for the subject


 






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Mortgaged Property as of the end of the preceding
fiscal year or fiscal quarter, as the case may be, and shall remit to the Master Servicer electronically PDF copies, Excel files
or other format reasonably acceptable to the Master Servicer and the Subservicer thereof (using a naming convention for such PDF
files, Excel files or other format of files that is reasonably acceptable to the Master Servicer) together with (if not otherwise
delivered pursuant to this Agreement) PDF copies of the underlying operating statements and rent rolls.


 


(j)           The Subservicer
shall determine and analyze financial ratios and perform other financial analysis required under the CREFC reporting guidelines
(including the preparation of related comments under such guidelines) and deliver to the Master Servicer all reports summarizing
such analysis based upon the property operating statements with respect to the related Mortgaged Property and the financial statements
of the related Mortgagor and each related guarantor collected by the Subservicer, which reports shall be in the forms required
under this Agreement.


 


(k)          Each month by
2:00 p.m. (New York City time) on the Subservicer Remittance Date, the Subservicer shall remit to the Master Servicer, pursuant
to wiring instructions from the Master Servicer, all amounts received by the Subservicer with respect to the Mortgage Loans on
or before the close of business on the Business Day immediately preceding such Subservicer Remittance Date. In addition, the Subservicer
shall remit to the Master Servicer within one (1) Business Day after receipt any delinquent payments on the Mortgage Loans received
by the Subservicer and any related Penalty Charges. Each of the foregoing remittances of funds (A) shall be accompanied by a Remittance
Report and (B) may be net of any Subservicing Fees due and payable to the Subservicer and payments in the nature of Additional
Subservicing Compensation.


 


(l)           The Subservicer
shall, by 12:00 p.m. (New York City time) on the Business Day after its receipt, remit to the Master Servicer (pursuant to wiring
instructions from the Master Servicer) any whole or partial Balloon Payments, Principal Prepayments, prepayment premiums, Yield
Maintenance Charges, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds, and any interest thereon, together with
a Remittance Report.


 


(m)         The Subservicer
shall prepare or have prepared, and deliver to the Master Servicer in PDF format, Excel format or other format as reasonably acceptable
to the Master Servicer and the Subservicer (using a naming convention for such PDF files, Excel files or other format of files
that is reasonably acceptable to the Master Servicer), an inspection report for each inspection performed by it or on its behalf
by a third party, in each case within 25 days following the completion of the related inspection or, if the inspection is performed
by a third party, within 20 days after its receipt of an inspection report from such third party.


 


(n)          The Subservicer
shall provide the Master Servicer with such reports and other information (in the Subservicer’s possession or to the extent
readily obtainable and as reasonably requested by the Master Servicer and in an electronic format reasonably acceptable to the
Master Servicer) with respect to the servicing of the Mortgage Loans by the Subservicer under this Agreement in order for the Master
Servicer to perform its duties under the PSA, including all reports and information required under PSA Sections 3.15, 3.18 and
4.02.


 


(o)          Within fifteen
(15) days following the end of each calendar quarter, the Subservicer shall prepare and deliver to the Master Servicer the Tax,
Insurance, UCC and Letter of Credit Certification in the form attached hereto as Exhibit D.


 






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(p)          The Subservicer
shall notify the Master Servicer within two (2) Business Days after any event or action that triggers or otherwise affects any
cash management provision under any of the Loan Documents.


 


(q)          Following
its receipt from the Depositor, the Master Servicer shall provide a copy of the Mortgage Loan Purchase Agreement to the Subservicer.
The Subservicer shall notify the Master Servicer in writing within five (5) Business Days after the Subservicer 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. The Subservicer shall promptly
provide to the Master Servicer a copy of any such written notice received by the Subservicer and such other information in the
possession of the Subservicer reasonably requested by the Master Servicer to fulfill its obligations under Section 2.03 of the
PSA.


 


(r)          The Subservicer
shall promptly notify the Master Servicer if the Subservicer becomes an Affiliate of the Trustee.


 


Section 3.02.     Portfolio
Manager.


 


(a)          The Subservicer
shall designate a portfolio manager and other appropriate personnel to receive documents and communications from the Master Servicer
and to provide assistance to the Master Servicer consistent with the Master Servicer’s supervisory authority over the Subservicer
under this Agreement.


 


(b)          The Master Servicer
shall designate a portfolio manager and other appropriate personnel to receive documents and communications from the Subservicer
and to provide to the Subservicer information, materials and correspondence relating to the Mortgage Loans and the related Mortgagors
which may be necessary or appropriate to enable the Subservicer to perform its obligations under this Agreement.


 


Section 3.03.     Maintenance
of Errors and Omissions and Fidelity Coverage.


 


The Subservicer shall
obtain and maintain with Qualified Insurers, at its own expense, and keep in full force and effect throughout the term of this
Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering all of the Subservicer’s officers,
employees and agents acting on behalf of the Subservicer in connection with its activities under this Agreement that satisfies
the fidelity bond and errors and omissions insurance policy requirements under PSA Section 3.08(c). The Subservicer shall deliver
or cause to be delivered to the Master Servicer a certificate of insurance or other evidence of such fidelity bond and insurance
within thirty (30) days of the Closing Date and thereafter (i) at least thirty (30) days prior to the scheduled expiration thereof,
(ii) if not delivered in any calendar year pursuant to clause (i), then upon each anniversary of the Closing Date, and (iii)
from time to time upon the Master Servicer’s reasonable request. Such fidelity bond and errors and omissions policy shall
provide that it may not be canceled without twenty (20) days’ prior written notice to the Master Servicer. The Subservicer
shall (i) furnish to the Master Servicer copies of all binders and policies or certificates evidencing that such fidelity bond
and errors and omissions insurance policy are each in full force and effect, and (ii) promptly report or cause its insurer(s) to
report in writing to the Master Servicer any termination of or any material changes to the Subservicer’s fidelity bond or
errors and omissions insurance policy.


 


Section 3.04.     Delivery
and Possession of Servicing Files.


 






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The Subservicer hereby
acknowledges possession of the Subservicing Files and acknowledges and agrees that the Master Servicer has never previously had
possession of or control over, and therefore makes no warranty or representation as to the contents or completeness of, the Subservicing
Files. The contents of each Subservicing File are and shall be held in trust by the Subservicer for the benefit of the Trust as
the owner thereof; the Subservicer’s possession of the contents of each Subservicing File is for the sole purpose of servicing
the related Mortgage Loan; and such possession by the Subservicer shall be in a custodial capacity only. The Subservicer shall
release its custody of the contents of any Subservicing File only in accordance with written instructions from the Master Servicer,
and upon request of the Master Servicer, the Subservicer shall deliver to the Master Servicer the requested Subservicing File or
an electronic copy (in a format reasonably acceptable to the Master Servicer) of any document contained therein.


 


Section 3.05     Financial Statements of
the Subservicer. 


 


Upon the request of
the Master Servicer the Subservicer shall deliver to the Master Servicer financial statements of the Subservicer and its subsidiaries
for its last complete fiscal year. All such financial statements shall be prepared in accordance with GAAP consistently applied,
and shall fairly present the pertinent results of (i) operations for such year, (ii) the financial position at the end of such
year, and (iii) changes in financial position with respect to the Subservicer’s last complete fiscal year.


 


Section 3.06     Exchange Act Reporting and
Regulation AB Compliance.


 


(a)          Intent of
the Parties. The parties hereto acknowledge and agree that the purpose of this Section 3.06 is, among other things,
to facilitate compliance with the provisions of Regulation AB and related rules and regulations of the Commission and the PSA requirements
related thereto. The Subservicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether
due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities
markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Master Servicer for delivery of information
under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Citigroup Commercial Mortgage
Trust 2016-GC36, Commercial Mortgage Pass-Through Certificates, Series 2016-GC36, the Subservicer shall cooperate fully with the
Master Servicer, the Depositor and the Trustee to deliver or make available to them (and any of their respective assignees or designees)
any and all statements, reports, certifications, records and any other information in its possession and (as determined by the
Master Servicer, the Depositor or the Trustee, as applicable) necessary to permit the Master Servicer, the Depositor, and the Trustee
to comply with the provisions of Regulation AB and the PSA, together with such disclosures relating to the Subservicer or the servicing
of the Mortgage Loans reasonably believed by the Master Servicer or the Depositor, as applicable, to be necessary in order to effect
such compliance.


 


		(b)	Information to be Provided by the Subservicer.



 


(i)           The Subservicer
shall, for so long as the Trust is subject to the reporting requirements of the Exchange Act, promptly following written notice
to or discovery by the Subservicer, (A) notify the Master Servicer in writing of (I) any material litigation or governmental proceedings
pending against the Subservicer that, in each such case, would be material to the Certificateholders and (II) any affiliations
or relationships that develop following the Closing Date between the Subservicer and any other Person with respect to the Citigroup
Commercial Mortgage Trust 2016-GC36, Commercial Mortgage Pass-Through Certificates, Series 2016-GC36, and (B) provide to the Master
Servicer or the Depositor a description of such proceedings, affiliations or relationships.


 






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(ii)          For so long as
the Trust is subject to the reporting requirements of the Exchange Act, in connection with the succession to the Subservicer as
subservicer under this Agreement by any Person, the Subservicer shall provide to the Master Servicer and the Depositor, at least
fifteen (15) days prior to the effective date of such succession, (x) written notice to the Master Servicer and the Depositor of
such succession and (y) in writing and in form and substance reasonably satisfactory to the Master Servicer and the Depositor,
all information reasonably requested by the Master Servicer or the Depositor in order to comply with its reporting obligations
under the PSA (including any report under Item 6.02 of Form 8-K).


 


(iii)         If, during any
year the Trust is subject to the reporting requirements of the Exchange Act, the Subservicer appoints a servicer that constitutes
a “servicer” contemplated by Item 1108(a)(2) of Regulation AB, then the Subservicer shall cause such servicer, in connection
with its acceptance of such appointment, to provide the Master Servicer, the Depositor and the Certificate Administrator with such
information regarding itself, its business and operations and its servicing experience and practices, as is required to be reported
by the Certificate Administrator pursuant to Item 6.02 of Form 8-K.


 


(iv)         The Subservicer
acknowledges and agrees that the information to be provided by it (or by any Servicing Function Participant acting on its behalf
hereunder) pursuant to or as contemplated by this Section 3.06 is intended to be used in connection with the preparation
of any reports required by the Exchange Act with respect to the Trust.


 


(v)          The Subservicer
shall promptly provide to the Master Servicer a written description (in form and substance satisfactory to the Master Servicer)
of the role and function of each Subcontractor that is a Servicing Function Participant (pursuant to Item 1108(a)(2) of Regulation
AB) utilized by the Subservicer, specifying (A) the identity of such Subcontractor, and (B) which elements of the Servicing Criteria
will be addressed in assessments of compliance provided by each such Subcontractor. The Subservicer shall cause any Subcontractor
determined to be a Servicing Function Participant to comply with the provisions of this Section 3.06 to the same extent
as if such Subcontractor were the Subservicer. The Subservicer shall obtain from each such Subcontractor and deliver to the Master
Servicer any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under this Section 3.06, in each case, as and when required to be delivered.


 


(c)          Additional
Obligations. Without limiting any other provision of this Section 3.06, the Subservicer shall (i) observe and perform
any obligation applicable to a “Servicing Function Participant” set forth in Article X of the PSA, (ii) reasonably
cooperate with the Master Servicer, the Certificate Administrator and the Depositor in connection with the Trustee’s and
the Depositor’s efforts to satisfy the Trust’s reporting requirements under the Exchange Act, and (iii) if the Subservicer
is terminated or resigns pursuant to the terms of this Agreement, provide the reports (annual or otherwise) and other information
required by this Section 3.06 with respect to the period of time that the Subservicer was subject to this Agreement.


 


(d)          Additional
Filing Disclosures.


 


(i)          Additional Form
10-D Disclosures. For so long as the Trust is subject to the reporting requirements of the Exchange Act, the Subservicer shall,
within one (1) day after the related Distribution Date, provide to the Master Servicer, the Certificate Administrator and the Depositor,
to the extent known by the Subservicer or a Servicing Officer thereof (other than information contemplated by Item 1117 of Regulation
AB, which shall be reported if known by any Servicing Officer, any lawyer in the in-house legal department or any senior manager
of the Subservicer), in EDGAR-compatible form (or


 






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in such other format as otherwise agreed upon by the Subservicer, the Master
Servicer, the Depositor and the Certificate Administrator), any Additional Form 10-D Disclosure described on Exhibit U of the PSA
as applicable to the Master Servicer together with an Additional Disclosure Notification substantially in the form of Exhibit W-1
of the PSA.


 


(ii)          Additional
Form 10-K Disclosures. For so long as the Trust is subject to the reporting requirements of the Exchange Act, the Subservicer
shall, no later than two Business Days prior to March 1 of each year (with no grace period), provide to the Master Servicer, the
Certificate Administrator and the Depositor, to the extent known by the Subservicer or a Servicing Officer thereof (other than
information contemplated by Item 1117 of Regulation AB, which shall be reported if known by any Servicing Officer, any lawyer in
the in-house legal department or any senior manager of the Subservicer), in EDGAR-compatible format (or in such other format as
otherwise agreed upon by the Subservicer, the Master Servicer, the Depositor and the Trustee), any Additional Form 10-K Disclosure
described on Exhibit V of the PSA as applicable to the Master Servicer together with an Additional Disclosure Notification substantially
in the form of Exhibit W-1 of the PSA.


 


(iii)          Form 8-K Disclosure
Information. For so long as the Trust is subject to the reporting requirements of the Exchange Act, the Subservicer shall,
no later than noon (New York City time) on the first Business Day after the occurrence of a Reportable Event requiring disclosure
under Form 8-K, provide to the Master Servicer, the Certificate Administrator and the Depositor, to the extent known by the Subservicer
or a Servicing Officer thereof (other than information contemplated by Item 1117 of Regulation AB, which shall be reported if known
by any officer of the Subservicer), in EDGAR-compatible format (or in such other format as otherwise agreed upon by the Subservicer,
the Master Servicer, the Depositor and the Certificate Administrator), any Form 8-K Disclosure Information described on Exhibit
Z of the PSA as applicable to the Master Servicer together with an Additional Disclosure Notification substantially in the form
of Exhibit W-1 of the PSA. Without limiting the foregoing, the Subservicer shall promptly notify the Master Servicer, but in no
event later than noon on the first Business Day after its occurrence, of any Reportable Event of which it has knowledge.


 


(iv)          Upon the request
of the Master Servicer, the Depositor or the Certificate Administrator, the Subservicer shall promptly provide to the requesting
party any information in its possession as is necessary or appropriate for the Master Servicer, the Depositor or the Certificate
Administrator, as applicable, to prepare fully and properly any report required under the Exchange Act with respect to the Trust
in accordance with the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder.


 


(e)          Sarbanes-Oxley
Certification. The Subservicer shall deliver to the Master Servicer, no later than two Business Days prior to March 1 of each
year, commencing in 2017 (with no cure period) (and otherwise within a reasonable period of time upon request), a certification
in the form attached hereto as Exhibit F (a “Performance Certification”), on which the
Master Servicer and the Master Servicer’s officers, directors, members, managers, employees, agents and Affiliates (collectively,
the “Certification Parties”) can reasonably rely. The Subservicer shall, if it is terminated or resigns
pursuant to the terms of this Agreement, provide a Performance Certification to the Master Servicer with respect to the period
of time it was subject to this Agreement. Each Performance Certification shall include (x) a reasonable reliance statement by the
Subservicer enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section
3.06(f), (ii) annual report on assessment of compliance with the Servicing Criteria provided pursuant to Section 3.06(g)
and (iii) registered public accounting firm attestation report provided pursuant to Section 3.06(h) and (y) a certification
that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the Subservicer’s
registered public accounting firm to enable such accountants to render the attestation provided for in Section 3.06(h).


 






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(f)          Annual Compliance
Statements. The Subservicer shall deliver to the Master Servicer no later than two Business Days prior to March 1, commencing
in 2017 (or if such day is not a Business Day, then the immediately preceding Business Day) of each year (with no cure period)
(and otherwise within a reasonable period of time upon request), an Officer’s Certificate (in Microsoft Word, Microsoft Excel
or in such other reasonably requested format) stating, as to the signer thereof, (i) that a review of the Subservicer’s activities
during the preceding calendar year or portion thereof and of the Subservicer’s performance under this Agreement, has been
made under such officer’s supervision, and (ii) that to the best of such officer’s knowledge, based on such review,
the Subservicer has fulfilled all its obligations under this Agreement, 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 Depositor shall have the right to review the Officer’s
Certificate and consult with the Subservicer as to the nature of any failures by the Subservicer.


 


(g)          Annual Reports
on Assessment of Compliance with Servicing Criteria.


 


(i)           The
Subservicer shall deliver to the Master Servicer, no later than two Business Days prior to March 1 of each year, commencing in
2017 (with no cure period) (and otherwise within a reasonable period of time upon request), a report (in Microsoft Word, Microsoft
Excel or in such other reasonably requested format) on an assessment of compliance with the Relevant Servicing Criteria for the
Trust’s preceding fiscal year that contains (A) a statement by the Subservicer of its responsibility for assessing compliance
with the Relevant Servicing Criteria, (B) a statement that the Subservicer used the Servicing Criteria to assess its compliance
with the Relevant Servicing Criteria, (C) the Subservicer’s assessment of compliance with the Relevant Servicing Criteria
as of and for the period ending the end of the fiscal year of the Trust covered by the Form 10-K required to be filed pursuant
to the PSA (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 the Subservicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such
period. Each assessment of compliance and related attestation contemplated by Section 3.06(h) must be available for general
use and may not contain restricted use language. The Master Servicer and the Depositor shall have the right to review the report
and consult with the Subservicer as to the nature of any material instance of noncompliance by the Subservicer with the Relevant
Servicing Criteria in the fulfillment of any of the Subservicer’s obligations under this Agreement.


 


(ii)          Within
three (3) Business Days prior to the end of each fiscal year for which the Trust is subject to the reporting requirements of the
Exchange Act (and otherwise within a reasonable period of time upon request), the Subservicer shall deliver to the Master Servicer
the name and address of each Servicing Function Participant and subservicer engaged by it and what Relevant Servicing Criteria
will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant or subservicer. The
Subservicer shall, when it delivers its report on assessment under Section 3.06(g)(i), to the extent received, deliver each
report on assessment (and the related accountants’ attestation) of each Servicing Function Participant and subservicer engaged
by it.


 


(h)          Annual Independent
Public Accountants’ Attestation. The Subservicer shall cause a registered public accounting firm that is a member of
the American Institute of Certified Public Accountant to, no later than two Business Days prior to March 1 of each year, commencing
in 2017 (with no cure period) (and otherwise within a reasonable period of time upon request), furnish a report to the Master Servicer
for the preceding fiscal year to the effect that (i) it has obtained a representation


 






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regarding certain matters from the management
of the Subservicer that includes an assessment from the Subservicer of its compliance 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 the Subservicer’s compliance
with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding
the Subservicer’s assessment of compliance with the Relevant Servicing Criteria. If 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. Such report must
(i) be available for general use and not contain restricted use language and (ii) if required to be filed with the Commission under
applicable law, include the consent and authorization of such accounting firm for the filing of such report with the Commission.
The Master Servicer and the Depositor shall have the right to review the report and consult with the Subservicer as to the nature
of any material instance of noncompliance by the Subservicer with the Relevant Servicing Criteria in the fulfillment of any of
the Subservicer’s obligations under this Agreement.


 


(i)           Exchange Act
Reporting Indemnification.


 


(i)           The Subservicer
shall indemnify and hold harmless each Certification Party and the Master Servicer and their respective directors, officers, members,
managers, employees, agents and affiliates and each other person who controls any such entity within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Parties”)
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 or based upon (i) any breach of the Subservicer’s
obligations under this Section 3.06, (ii) negligence, bad faith or willful misconduct on the part of the Subservicer in
the performance of such obligations or (iii) any Deficient Exchange Act Deliverable.


 


(ii)          If the indemnification
provided for in this Section 3.06(i) is unavailable or insufficient to hold harmless any Indemnified Party, then the Subservicer
shall contribute to the amount paid or payable to such Indemnified Party in such proportion as is appropriate to reflect the relative
fault of the Subservicer on the one hand and the Indemnified Party on the other in connection with a breach of the Subservicer’s
obligations under this Section 3.06 or the Subservicer’s negligence, fraud, bad faith or willful misconduct in connection
therewith.


 


(j)           Amendments;
Expenses; Subservicers. This Section 3.06 may be amended by the parties hereto for purposes of complying with Regulation
AB or to conform to standards developed within the commercial mortgage-backed securities market, notwithstanding anything to the
contrary contained in this Agreement. The Subservicer’s obligations under this Section 3.06 shall be performed by
it in all cases at its own expense. The Subservicer shall cause any subservicing agreement entered into by it pursuant to Section
2.02 to contain provisions requiring the related subservicer to perform the obligations of the Subservicer under this Section
3.06.


 


ARTICLE IV.


 


SUBSERVICER’S COMPENSATION
AND EXPENSES


 


Section 4.01.     Subservicing
Compensation.


 


(a)          As compensation
for its activities under this Agreement, the Subservicer shall be entitled to receive the Subservicing Fee with respect to each
Mortgage Loan (commencing on such Mortgage


 






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Loan’s Due Date in March 2016) unless and until such Mortgage Loan becomes a Specially
Serviced Loan or a serviced REO Loan. As to each Mortgage Loan, the Subservicing Fee shall accrue at the related Subservicing Fee
Rate (in accordance with the same terms of the related promissory note as are applicable to the accrual of interest at the interest
rate) and shall be computed on the basis of the same principal amount as interest accrues from time to time on such Mortgage Loan,
and for the same period respecting which any related interest payment due on such Mortgage Loan is computed. The Subservicing Fee
with respect to any Mortgage Loan shall cease to accrue if such Mortgage Loan becomes a Specially Serviced Loan or an REO Loan
or if a sale or liquidation occurs in respect of such Mortgage Loan; provided, such Subservicing Fee shall begin accruing upon
such Specially Serviced Loan becoming a Corrected Loan. Subservicing Fees earned with respect to any Mortgage Loan shall be payable
monthly from payments of interest on such Mortgage Loan.


 


The Subservicer shall
be entitled to recover unpaid Subservicing Fees in respect of any Mortgage Loan out of the portion of any related Insurance Proceeds
and Condemnation Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan to the extent the Master Servicer
is permitted to recover unpaid Servicing Fees to which it is entitled under PSA Section 3.12(a).


 


The Subservicer’s
right to receive the Subservicing Fees to which it is entitled may not be transferred in whole or in part except in connection
with the transfer of all of the Subservicer’s responsibilities and obligations under and pursuant to this Agreement and except
as otherwise expressly provided in this Agreement.


 


(b)          The Subservicer
shall also be entitled to withdraw from the Subservicer Collection Account and retain, as additional servicing compensation (the
“Additional Subservicing Compensation”), subject to any offset provided in the PSA (including offsets
for interest on Advances, inspection costs and Additional Trust Expenses), the following items:


 


(i)                           40% (or 20% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all
Assumption Fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Loan (but only
to the extent that all amounts then due and payable with respect to such Mortgage Loans have been paid);


 


(ii)                          50% (or 25% if the Special Servicer is required to consent to or review the applicable servicing action) of any and all
Modification Fees and fees in connection with defeasance actually paid by a Mortgagor (and all other commercially reasonable fees
collected on or with respect to other actions for which the Subservicer is responsible) with respect to each Mortgage Loan that
is not a Specially Serviced Loan (but only to the extent that all amounts then due and payable (after giving effect to any modification)
with respect to such Mortgage Loans have been paid);


 


(iii)                         100% of any and all charges for beneficiary statements or demands and amounts collected for checks returned for insufficient
funds and other similar fees actually paid by a Mortgagor with respect to each Mortgage Loan that is not a Specially Serviced Loan;
and


 


(iv)                         100% of any and all interest or other income earned on deposits in the Accounts maintained by the Subservicer (but only
to the extent of the net investment earnings, if any, with respect to any such Account for each Collection Period and, further,
in the case of an Escrow Account, only to the extent that such interest or other income is not required to be paid to any Mortgagor
under applicable law or under the related Mortgage Loan);


 






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in each case, only to
the extent the Master Servicer is entitled to retain such amounts as additional master servicing compensation under the PSA, and
in the case of Sections 4.01(b)(i)-(iii), only to the extent such amounts have actually been paid by the related Mortgagor.
Notwithstanding the foregoing, the Subservicer will not be entitled to any additional servicing compensation in the form of fees
earned with respect to the processing of any Major Decision or Special Servicer Decision performed by the Special Servicer; provided,
however, if the Subservicer processes any Major Decision or Special Servicer Decision following approval of such decision by the
Special Servicer, the Subservicer will be entitled to the applicable fee as described above.


 


(c)          The Subservicer
shall promptly remit to the Master Servicer in accordance with this Agreement, all amounts received with respect to the Mortgage
Loans (including each of those that become a Specially Serviced Loan or an REO Loan) that the Subservicer is not entitled to retain
pursuant to this Agreement.


 


(d)          The Subservicer
shall pay all expenses incurred by it in connection with its servicing activities under this Agreement and shall not be entitled
to reimbursement thereof except as otherwise specifically provided for in this Agreement or in the PSA.


 


ARTICLE V.


 


THE MASTER SERVICER AND
THE SUBSERVICER


 


Section 5.01.     Subservicer
Not to Assign; Merger or Consolidation of the Subservicer.


 


(a)          Except as otherwise
provided in this Section or Section 2.02, the Subservicer shall not assign this Agreement for any reason or the servicing
under this Agreement or delegate its rights or duties under this Agreement or any portion thereof, or be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to any Person, in any case without the prior written
consent of the Master Servicer (which consent, if not forbidden or restricted by the PSA, shall not be unreasonably withheld).
Any such assignee, or any such Person into which the Subservicer may be merged or consolidated, or any entity resulting from any
merger or consolidation to which the Subservicer may be a party, or any Person succeeding to the business of the Subservicer, shall
be the successor of the Subservicer under this Agreement and shall be deemed to have assumed all of the liabilities of the Subservicer
under this Agreement; provided however, that the Master Servicer’s consent to such assignment, merger, consolidation
or other transfer (if granted) may be conditioned on: (i) the Master Servicer’s receipt of written confirmation (A) to the
Trustee by each Rating Agency (at the expense of the Subservicer) that such assignment or succession will not result in ratings
downgrade or withdrawal with respect to any Class of Certificates and (B) that such assignee, successor or surviving Person is
an approved conventional seller/servicer of mortgage loans for FHLMC or FNMA; (ii) the Master Servicer’s receipt of an agreement
executed by such assignee, successor or surviving Person pursuant to which, among other things, it makes the applicable representations
and warranties set forth in Section 5.03 and assumes the due and punctual performance and observance of each covenant and
condition to be performed and observed by the Subservicer under this Agreement from and after the date of such agreement; and (iii)
the Master Servicer’s receipt of all information and reports (in writing and in form and substance reasonably satisfactory
to the Master Servicer, the Trustee and the Depositor) deemed necessary in order to comply with the reporting obligations under
the PSA .


 


(b)          The Subservicer
shall not resign without giving the Master Servicer sixty (60) days prior written notice thereof under this Agreement unless otherwise
agreed in writing.


 






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(c)          The Subservicer
shall: (i) maintain in full effect its existence, rights and good standing under the laws of the State of its incorporation, organization
or formation, as applicable; (ii) maintain its authorization to transact business in the state or states in which the related Mortgaged
Properties are situated if and to the extent required by applicable law to ensure the enforceability of the Mortgage Loans; and
(iii) not jeopardize its ability to (A) do business in each jurisdiction in which one or more of the Mortgaged Properties are located,
(B) protect the validity and enforceability of this Agreement, the PSA, the Certificates or any of the Mortgage Loans, or (C) perform
its respective duties and obligations under this Agreement.


 


Section 5.02.     Liability
and Indemnification of the Subservicer and the Master Servicer.


 


(a)          Neither
the Subservicer nor any of its Affiliate, director, officer, employee, member, manager or agent
shall (subject to Section 6.01(a)) be under liability to the Master Servicer for any action taken, or for refraining from
the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Subservicer or any such Person against (i) liability which would be imposed by reason
of any breach of warranty or representation by such respective party in this Agreement or (ii) any expense or liability specifically
required to be borne thereby without right of reimbursement pursuant to the terms of this Agreement or imposed on the Subservicer
pursuant to Section 2.01 for a breach of the Accepted Subservicing Practices, or against any liability which would otherwise
be imposed by Section 5.02(c), including by reason of willful misfeasance, bad faith or negligence on the part of such respective
party in the performance of its obligations and duties under this Agreement or by reason of the negligent disregard of its obligations
or duties under this Agreement. The Subservicer and any director, officer, member, manager, agent, representative, or employee
of the Subservicer 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 under this Agreement.


 


(b)          The Master Servicer
shall indemnify and hold harmless the Subservicer and any director, officer, member, manager, employee, agent or Affiliate of the
Subservicer from and 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 any such Person may sustain in connection with this
Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by such Person in any action or
proceeding between such Person and the Master Servicer or between such Person and any third party or otherwise) resulting
from (i) the willful misconduct, bad faith, fraud and/or negligence in the performance of any of the Master Servicer’s duties
hereunder or (ii) by reason of negligent disregard of the Master Servicer’s obligations and duties hereunder (including a
breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing
such obligations). The Master Servicer agrees to use reasonable efforts to pursue the Trust for indemnification against any loss,
liability or expense incurred by the Subservicer in connection with the performance of the Subservicer’s duties and obligations
under this Agreement as to which the PSA grants to the Master Servicer’s agents a right to indemnification from the Trust
Fund.


 


(c)          The Subservicer
shall indemnify and hold harmless the Master Servicer and any director, officer, member, manager, employee, agent or Affiliate
of the Master Servicer from and 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 any such Person may sustain in connection
with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by such Person in any
action or proceeding between such Person and the Subservicer or between such Person and any third party or otherwise) resulting
from (i) the willful misconduct, bad faith, fraud and/or negligence in the performance of any of the Subservicer’s duties
hereunder, (ii) by reason of negligent disregard of the Subservicer’s obligations and duties hereunder (including a breach
of such obligations a


 






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substantial motive of which is to obtain an economic advantage from not complying with or not performing
such obligations), (iii) breach of any of its covenants, obligations or duties under this Agreement, or (iv) breach of Accepted
Subservicing Practices.


 


In addition, after receipt
from Master Servicer of notice that Subservicer is a Servicing Function Participant, the Subservicer shall cooperate (and require
each Servicing Function Participant and Additional Servicer retained by it to cooperate under any applicable sub-subservicing agreement)
with the Depositor and the Master Servicer as necessary for the Depositor and the Master Servicer 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. In connection with comments provided to the Depositor from the Commission regarding information
provided by the Subservicer as a Servicing Function Participant, which information is contained in a report filed by the Depositor
under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing of such report, upon receipt
of such comments from the Depositor, the Master Servicer shall promptly provide to the Subservicer any such comments which relate
to the Subservicer. Subservicer shall be responsible for timely preparing a written response to the Commission for inclusion in
the Depositor’s or the Master Servicer’s, as applicable, response to the Commission, unless Subservicer elects, with the
consent of the Master Servicer (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. If such election is made, the Subservicer shall
be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that
(i) Subservicer shall keep the Depositor and the Master Servicer informed of its progress with the Commission and copy the Depositor
and the Master Servicer on all correspondence with the Commission and provide the Depositor and the Master Servicer with the opportunity
to participate (at the Depositor’s or Master Servicer’s, as applicable, expense) in any telephone conferences and meetings with
the Commission and (ii) the Master Servicer shall cooperate with the Subservicer in order to authorize the Subservicer and its
representatives to respond to and negotiate directly with the Commission with respect to any comments received from the Commission
relating to Subservicer and to notify the Commission of such authorization. The Master Servicer and the Subservicer shall cooperate
and coordinate with each other with respect to any requests made to the Commission for any extension of time for submitting a response
or compliance.


 


Except as expressly
provided for in the preceding paragraphs, all reasonable out-of-pocket costs and expenses incurred by the Depositor and the Master
Servicer (including reasonable legal fees and expenses of outside counsel to the Depositor and the Master Servicer) in connection
with the foregoing and any amendments to any reports filed with the Commission therewith shall be promptly paid by the Subservicer
upon receipt of an itemized invoice from the Depositor and/or the Master Servicer, as applicable.


 


If the indemnification
provided for in this Section 5.02 and in Section7.10(b) is unavailable or insufficient to hold harmless the Master
Servicer or any employee, director or officer of the Master Servicer, then the Subservicer shall contribute to the amount paid
or payable to the Master Servicer as a result of the liability, claim, loss, cost (including reasonable attorney’s fees), penalty,
expense, judgment, fee, fine, forfeiture or damage of the Master Servicer in such proportion as is appropriate to reflect the relative
fault of the Master Servicer on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s
obligations pursuant to Article X of the PSA, this Agreement or the Subservicer’s negligence, bad faith or willful misconduct
in connection therewith. The Subservicer shall cause any subservicer with which it enters into a servicing relationship with respect
to the Mortgage Loans to agree to the foregoing indemnification and contribution obligations.


 






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(d)          The indemnification
provisions in this Section 5.02 shall survive the termination of this Agreement.


 


Section 5.03.     Representations
and Warranties.


 


(a)          The Subservicer
hereby represents, warrants and covenants to the Master Servicer that as of the date of this Agreement:


 


(i)           The
Subservicer is duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State
of its incorporation or organization, has all licenses necessary to carry on its business as now being conducted and is authorized
to transact business in the state or states in which any Mortgaged Property securing the Mortgage Loans is situated, to the extent
necessary to comply with applicable law, to ensure the enforceability of each Mortgage Loan, to perform its obligations under this
Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Subservicer and its performance under and compliance with the terms of this Agreement
will not (A) violate the Subservicer’s organizational documents, (B) constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other
instrument to which the Subservicer is a party or by which it is bound or which may be applicable to it or any of its assets, or
(C) result in the violation of any law, rule, regulation, order, judgment or decree binding on the Subservicer, which, in the case
of (B) or (C), would likely affect materially and adversely (x) the financial condition or operation of the Subservicer or its
properties taken as a whole, (y) the ability of the Subservicer to perform its obligations under this Agreement, or (z) the ability
of the Trust to realize on the Mortgage Loans;


 


(iii)         The
Subservicer has the full power, authority and legal right to execute and deliver, and to perform all obligations and consummate
all transactions involving the Subservicer contemplated by, this Agreement, and has duly and validly 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 Master Servicer, constitutes a legal, valid and binding obligation
of the Subservicer, enforceable against it in accordance with its terms, except as such enforcement may be limited by (A) bankruptcy,
insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors’ rights
generally, or (B) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity
or at law;


 


(v)          The
execution and delivery of this Agreement by the Subservicer and its performance and compliance with the terms of this Agreement
will not (A) constitute a violation with respect to (and the Subservicer is not in 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, (B)
result in the creation or imposition of any lien, charge or encumbrance or (C) result in any other event that, in any such case,
is reasonably likely to have consequences that would materially and adversely affect (x) the financial condition or operation of
the Subservicer or its properties taken as a whole, (y) the ability of the Subservicer to perform its obligations under this Agreement,
or (z) the ability of the Trust to realize on the Mortgage Loans;


 


(vi)         No
action, proceeding or litigation is pending or, to the best knowledge of the Subservicer, threatened against the Subservicer, the
outcome of which, either in any one instance or in the aggregate, could (A) prohibit the Subservicer from entering into this Agreement,
(B)


 






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result in any material adverse change in the business, operations, or financial condition of the Subservicer, (C) materially
and adversely affect the ability of the Subservicer to perform its obligations under this Agreement, or (D) draw into question
the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of
the Subservicer contemplated in this Agreement;


 


(vii)        No
consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or
body, is required for the execution, delivery and performance by the Subservicer of or compliance by the Subservicer with this
Agreement, or the consummation of the Subservicer’s transactions contemplated by this Agreement, except for those consents,
approvals, authorizations or orders obtained, or those registrations or filings made or notices given, prior to the date of this
Agreement, and except to the extent that the failure of the Subservicer to be qualified as a foreign entity or licensed in one
or more jurisdictions is not necessary for the enforcement of the Mortgage Loans;


 


(viii)       The Subservicer has examined each subservicing agreement relating to the Mortgage Loans to which it is a party, if any,
and in each such case, the terms of such subservicing agreements are not, or will not be, materially inconsistent with the terms
of this Agreement;


 


(ix)          Each
officer, employee and agent of the Subservicer that has responsibilities concerning the servicing and administration of Mortgage
Loans is covered by errors and omissions insurance and a fidelity bond in the amounts and with the coverage required by PSA Section
3.08(c);


 


(x)           The
Subservicer (A) has not failed to comply with any obligations under Regulation AB with respect to any other securitization and
has not failed to comply with any Regulation AB reporting requirements under any pooling and servicing agreement relating to any
other series of certificates offered by the Depositor and (B) to its knowledge, has not been listed on any ‘do not hire list’
by the Depositor; and


 


(xi)          The
Subservicer is not an Affiliate of the Trustee.


 


(b)          The Master Servicer
hereby represents and warrants to the Subservicer that, as of the date of this Agreement:


 


(i)           The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement, except where the failure to so qualify or comply would
not have a material adverse effect on the ability of the Master Servicer to perform its obligations hereunder;


 


(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, will not (A) violate the Master Servicer’s certificate of incorporation and by laws
or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or by which it is bound, or (C) result in the
violation of any law, rule, regulation, order, judgment or decree binding on the Master Servicer which, in any case, is likely
to materially and adversely affect the Master Servicer’s ability to perform hereunder;


 






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(iii)         This Agreement, assuming due authorization, execution and delivery by the Subservicer, constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, except as such
enforcement may be limited by (A) applicable bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium and
other laws relating to or affecting creditors’ rights generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(iv)         The Master Servicer is not in violation with respect to any law, any order or decree of any court, or any order, regulation
or demand of any federal, state, municipal or governmental agency, which violations are reasonably likely to have consequences
that would materially and adversely affect either the financial condition or operations of the Master Servicer or its properties
taken as a whole or its ability to perform its duties and obligations hereunder;


 


(v)          No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or,
in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of
the Master Servicer to perform its obligations under this Agreement; and


 


(vi)         The Master Servicer has full corporate power and authority to enter into and perform in accordance with this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.


 


(c)          Upon discovery
by either the Master Servicer or the Subservicer of a breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice thereof to the other party.


 


(d)          The representations
and warranties of the Subservicer and the Master Servicer set forth in the provisions in this Section 5.03 shall survive
the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence.


 


ARTICLE VI.


 


EVENTS OF DEFAULT; TERMINATION


 


Section 6.01.     Events
of Default.


 


(a)          “Event
of Default”, wherever used in this Agreement, means any one of the following events:


 


(i)           any
failure by the Subservicer to deposit into the Accounts any amount required to be so deposited under this Agreement, which failure
continues unremedied for one (1) Business Day following the date on which such deposit was first required to be made; or


 


(ii)          any
failure by the Subservicer to remit to the Master Servicer any amount required to be so remitted by the Subservicer pursuant to
and in accordance with this Agreement, which failure continues unremedied until 6:00 p.m. (New York City time) on the date such
remittance is due; provided, that to the extent the Subservicer does not timely make remittances, the Subservicer shall
pay to the Master Servicer interest on any amount not timely remitted at the Prime Rate from and including the applicable required
remittance date to but not including the


 






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date such remittance is actually made; or


 


(iii)         any
failure by the Subservicer to timely deliver to the Master Servicer or any other designated Person any report or information required
to be delivered pursuant to this Agreement, which failure continues unremedied for one (1) Business Day after the Subservicer’s
receipt of notice from the Master Servicer of such failure; or


 


(iv)         any
failure by the Subservicer to (A) comply with any of the requirements under Section 3.06 of this Agreement or under Article X of
the PSA that are applicable to the Subservicer, including the failure to deliver any reports or certificates at the time such report
or certification is required under this Agreement or Article X of the PSA or (B) deliver any performance certification or any items
required by Items 1122 and 1123 of Regulation AB that it is required to deliver under any other pooling and servicing agreement
relating to any other series of certificates offered by the Depositor; or


 


(v)          except
for the events listed in Sections 6.01(a)(iii), (iv) and (x), any failure on the part of the Subservicer to observe or perform
in any material respect any other of the covenants or agreements on the part of the Subservicer contained in this Agreement, which
failure continues unremedied for a period of twenty-five (25) days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Subservicer; provided, however, that, with respect to any such
failure that is not curable within such twenty-five (25) day period, the Subservicer shall have an additional cure period of sixty
(60) days to effect such cure so long as the Subservicer has commenced to cure such failure within the initial twenty-five (25)
day period and has provided the Master Servicer with an Officer’s Certificate certifying that it has diligently pursued,
and is continuing to pursue, a full cure and such delay does not materially or adversely affect the Master Servicer or the Certificateholders;
or


 


(vi)         any
breach on the part of the Subservicer of any representation or warranty contained in this Agreement that materially and adversely
affects the interests of any Class of Certificateholders and which continues unremedied for a period of twenty-five (25) days after
the date on which written notice of such breach, requiring the same to be remedied, shall have been given to the Subservicer; provided,
however, that with respect to any such breach that is not curable within such twenty-five (25) day period, the Subservicer
shall have an additional cure period of sixty (60) days to effect such cure so long as the Subservicer has commenced to cure such
failure within the initial twenty-five (25) day period and has provided the Master Servicer with an Officer’s Certificate
certifying that it has diligently pursued, and is continuing to pursue, a full cure and such delay does not materially or adversely
affect the Master Servicer or the Certificateholders; or


 


(vii)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Subservicer and such decree
or order shall have remained in force undischarged, undismissed or unstayed for a period of fifty (50) days; or


 


(viii)       the
Subservicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating
to all or substantially all of its property; or


 






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(ix)          the
Subservicer 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, take any corporate action in furtherance of the foregoing, or take any other actions indicating
its insolvency or inability to pay its obligations; or


 


(x)           any
failure by the Subservicer to timely perform any of the requirements set forth in Section 2.03(a)(xiv) or Section 3.01(c);
or


 


(xi)          except
as otherwise permitted pursuant to this Agreement, the Subservicer’s (A) assignment of this Agreement, (B) assignment or
delegation of all or any portion of its servicing duties or obligations under this Agreement, or (C) assignment of all or any portion
of its rights to servicing compensation under this Agreement; or


 


(xii)         Reserved.


 


(xiii)        failure
by the Subservicer to have a primary servicer rating of at least “CPS3” by Fitch, which is not reinstated within sixty
(60) days; or


 


(xiv)       either
Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion
Loan Securities, or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities
on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B),
publicly citing servicing concerns with the Subservicer as the sole or material factor in such rating action (and such qualification,
downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency (or, in the case of
Serviced Companion Loan Securities, any Companion Loan Rating Agency), within 60 days of such event); or


 


(xv)        the
Subservicer creates or causes a Servicer Termination Event under the PSA or, without limiting the foregoing, any act or failure
to act by the Subservicer causes the Master Servicer to be in default of its obligations under the PSA.


 


(b)          Upon any Event
of Default, the Master Servicer (or, in the case of an Event of Default under Section 6.01(a)(iv), the Master Servicer or
the Depositor) may, by notice in writing to the Subservicer, in addition to whatever rights the Master Servicer may have at law
or in equity, including injunctive relief and specific performance, immediately terminate all of the rights and obligations of
the Subservicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof, subject to Section 6.02,
without the Master Servicer (or the Depositor, if applicable) incurring any penalty or fee of any kind whatsoever in connection
therewith. 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 Event of Default.
On or after the receipt by the Subservicer of such written notice of termination from the Master Servicer (or the Depositor, if
applicable), all authority and power of the Subservicer in this Agreement, whether with respect to the Mortgage Loans or otherwise,
shall pass to and be vested in the Master Servicer, and the Subservicer agrees to cooperate with the Master Servicer in effecting
the termination of the Subservicer’s responsibilities and rights under this Agreement, including the remittance of funds
and the transfers of the Subservicing Files as set forth in Section 6.02.


 


(c)          Upon discovery
by the Subservicer of any Event of Default (regardless of whether any notice has been given as provided in this Agreement or any
cure period provided in this Agreement has


 






    	26



    	 



    

 


expired), the Subservicer shall give prompt written notice thereof to the Master Servicer.


 


(d)          The Master Servicer
may waive in writing any default by the Subservicer in the performance of its obligations under this Agreement and its consequences.
Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default 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 except to the extent expressly so waived.


 


Section 6.02.     Termination
of Agreement.


 


(a)          This Agreement
shall be terminated:


 


(i)           pursuant
to Section 6.01, if the Master Servicer (or the Depositor, if applicable) elects to terminate the Subservicer following
an Event of Default; or


 


(ii)          upon
resignation by the Subservicer as provided in Section 5.01; or


 


(iii)         with
respect to any Mortgage Loan, upon such Mortgage Loan becoming a Specially Serviced Loan or REO Loan pursuant to the PSA (provided,
however, that the Subservicer’s rights, duties and obligations under this Agreement with respect to such Mortgage Loan shall
be reinstated and resume if, and effective as of the date upon which, such Mortgage Loan becomes a Corrected Loan); or


 


(iv)         with
respect to any Mortgage Loan, upon the purchase, repurchase or replacement of such Mortgage Loan pursuant to the PSA; or


 


(v)          if
the Master Servicer’s responsibilities and duties as Master Servicer under the PSA have been assumed by the Trustee, its
designee or any other successor to the Master Servicer, and the Trustee, its designee or any other successor to the Master Servicer
has elected to terminate and such party has a right to terminate the Subservicer in accordance with PSA Section 3.01.


 


(b)          If the Master Servicer’s responsibilities
and duties as Master Servicer under the PSA have been assumed by the Trustee, and in connection therewith the Trustee has not requested
the termination of the Agreement as provided in PSA Section 3.01, the Trustee may, without act or deed on the part of the Trustee,
succeed to all of the rights and, except to the extent they arose prior to the date of such succession, obligations of the Master
Servicer under this Agreement as provided in PSA Section 3.01, and the Subservicer shall be bound to the Trustee under all of the
terms, covenants and conditions of this Agreement with the same force and effect as if the Trustee was originally the Master Servicer
under this Agreement; and the Subservicer does hereby attorn to the Trustee, as the Master Servicer under this Agreement, said
attornment to be effective and self-operative without the execution of any further instruments on the part of any of the parties
hereto immediately upon the Trustee succeeding to the interest of the Master Servicer under this Agreement. The Subservicer agrees,
however, upon written demand by the Trustee to promptly execute and deliver to the Trustee an instrument in confirmation of the
foregoing provisions, satisfactory to the Trustee, in which the Subservicer shall acknowledge such attornment and shall confirm
to the Trustee its agreement to the terms and conditions of this Agreement. References to the Trustee under this Section 6.02
shall include any designee of the Trustee or any successor Master Servicer under the PSA.


 






    	27



    	 



    

 


(c)          Termination pursuant
to this Section or as otherwise provided in this Agreement shall be without prejudice to any rights of the Master Servicer or the
Subservicer which may have accrued through the date of termination under this Agreement. In connection with any such termination,
the Subservicer shall: (i) within one (1) Business Day after the Subservicer’s receipt of the notice of termination, remit
all funds in the related Accounts to the Master Servicer or such other Person designated by the Master Servicer, net of accrued
Subservicing Fees and Additional Subservicing Compensation through the termination date that are due and payable to the Subservicer;
(ii) promptly (and in no event later than five (5) Business Days after the Subservicer’s receipt of the notice of termination)
deliver all related Subservicing Files to the Master Servicer or its designee; and (iii) fully cooperate with the Master Servicer
to effectuate an orderly transition of the servicing of the related Mortgage Loans. All rights of the Subservicer relating to the
payment of its Subservicing Fees and Additional Subservicing Compensation and all liabilities of the Subservicer, which in any
such case accrued under the terms of this Agreement on or before the date of such termination, shall continue in full force and
effect until payment or other satisfaction in accordance with this Agreement.


 


ARTICLE VII.


 


MISCELLANEOUS PROVISIONS


 


Section 7.01.     Amendment;
Amendment to the PSA.


 


This is the entire agreement
between the parties with respect to the matters set forth in this Agreement, and all prior oral and written agreements with respect
to the matters set forth in this Agreement are superseded by the terms of this Agreement. This Agreement, including the provisions
of this Section 7.01, may not be modified except by written amendment to this Agreement signed by the party or parties affected
by such modification, and the parties hereby: (a) expressly agree that it shall not be reasonable for either of them to rely on
any alleged, non-written amendment to this Agreement; (b) irrevocably waive any and all right to enforce any alleged, non-written
amendment to this Agreement; and (c) expressly agree that it shall be beyond the scope of authority (apparent or otherwise) for
any of their respective agents to agree to any non-written modification of this Agreement.


 


Section 7.02.     Governing
Law.


 


This Agreement shall
be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties under
this Agreement shall be determined in accordance with such laws.


 


Section 7.03.     Notices.


 


(a)          All demands,
notices and communications under this Agreement shall be in writing and addressed in each case as follows:


 


		(ii)	if to the Subservicer, at:



 


Berkadia Commercial Mortgage LLC


323 Norristown Road, Suite 300


Ambler, Pennsylvania 19002


Attn: Executive Vice President
– Global Services


Fax: 215-328-3478


 


With a copy to:


 






    	28



    	 



    

 


Berkadia Commercial Mortgage LLC


323 Norristown Road, Suite 300


Ambler, Pennsylvania 19002


Attn: General Counsel


Fax: 215-682-0766


 


		(iii)	if to the Master Servicer, at:



 


KeyBank National
Association


11501 Outlook
Street, Suite 300


Overland Park,
Kansas 66211


Attn: Diane
Haislip


Fax: 877-379-1625


 


Polsinelli
PC


900 West 48th
Place, Suite 900


Kansas City,
Missouri 64112


Attn: Kraig
Kohring


Fax: 816-753-1536


 


(b)          Any of the above-referenced
Persons may change its address for notices under this Agreement by giving notice of such change to the other Persons. All notices
and demands shall be deemed to have been given at the time of the delivery at the address of such Person for notices under this
Agreement if personally delivered, mailed by certified or registered mail, postage prepaid, return receipt requested, or sent by
overnight courier or telecopy.


 


(c)          To the extent
that any demand, notice or communication under this Agreement is given to the Subservicer by a Responsible Officer of the Master
Servicer, such Responsible Officer shall be deemed to have the requisite power and authority to bind the Master Servicer with respect
to such communication, and the Subservicer may conclusively rely upon and shall be protected in acting or refraining from acting
upon any such communication. To the extent that any demand, notice or communication under this Agreement is given to the Master
Servicer by a Responsible Officer of the Subservicer, such Responsible Officer shall be deemed to have the requisite power and
authority to bind the Subservicer with respect to such communication, and the Master Servicer may conclusively rely upon and shall
be protected in acting or refraining from acting upon any such communication.


 


Section 7.04.     Consistency
with PSA; Severability of Provisions.


 


This Agreement shall
be subject to the provisions of the PSA, which provisions shall be paramount and controlling and shall supersede the provisions
of this Agreement to the extent of any conflicts or inconsistencies. If one or more of the provisions of this Agreement shall be
for any reason whatever held invalid or unenforceable or shall be determined to be inconsistent with the PSA, such provisions shall
be deemed severable from the remaining covenants, agreements and provisions of this Agreement and such invalidity or unenforceability
shall in no way affect the validity or enforceability of such remaining provisions or the rights of any parties hereto. To the
extent permitted by law, the parties hereto hereby waive any provision of law that renders any provision of this Agreement invalid
or unenforceable in any respect.


 


Section 7.05.     Inspection
and Audit Rights.


 


The Subservicer agrees
that, on reasonable prior notice, it will permit any representative of the Master Servicer or its designee, during the Subservicer’s
normal business hours, reasonable access to


 






    	29



    	 



    

 


examine all books of account, records, certifications, reports, statements, and other
documents of the Subservicer relating to the Mortgage Loans, to make copies and extracts therefrom, to cause such books to be audited
by accountants selected by the Master Servicer, and to discuss matters relating to the Mortgage Loans with the Subservicer’s
officers and employees. The Subservicer further agrees to complete and deliver to the Master Servicer any written survey or questionnaire
reasonably requested by the Master Servicer in connection with any audit of the Mortgage Loans or the Subservicer’s performance
of its duties and obligations under this Agreement.


 


Section 7.06.     Binding
Effect; No Partnership; Counterparts.


 


Subject to Section
5.01 with respect to the Subservicer, the provisions of this Agreement shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties hereto. The parties hereby acknowledge and agree that the Trustee, for the benefit
of the Certificateholders, shall be a third party beneficiary under this Agreement; but (except to the extent that the Trustee
or its designee or a successor Master Servicer assumes the obligations of the Master Servicer under this Agreement pursuant to
Section 6.02 of this Agreement) none of the Trust Fund, the Trustee, any successor Master Servicer, the Special Servicer
or any Certificateholder shall have any duties under or any liabilities arising from this Agreement. Nothing contained in this
Agreement shall be deemed or construed to create a partnership or joint venture between the parties hereto and the services of
the Subservicer shall be rendered as an independent contractor for the Master Servicer. For the purpose of facilitating the execution
of this Agreement as provided in this Agreement and for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and
the same instrument. A signature of a party by facsimile, e-mail or other electronic transmission shall be deemed to constitute
an original and fully effective signature of such party.


 


Section 7.07.     Protection
of Confidential Information.


 


The Subservicer shall
keep confidential and shall not divulge to any party, without the Master Servicer’s prior written consent (which shall not
be unreasonably withheld or delayed), any information pertaining to the Mortgage Loans, the Mortgaged Properties or the Mortgagors
except to the extent that the Subservicer provides prior written notice to the Master Servicer and (a) it is appropriate for the
Subservicer to do so (i) in working with its legal counsel, auditors, other advisors or taxing authorities or other governmental
agencies, (ii) in accordance with Accepted Subservicing Practices or (iii) when required by any law, regulation, ordinance, court
order or subpoena, or (b) the Subservicer is disseminating general statistical information relating to the mortgage loans being
serviced by the Subservicer (including the Mortgage Loans) so long as the Subservicer does not identify the owner of the Mortgage
Loans or the Mortgagors.


 


Section 7.08.     Construction.


 


The article and section
headings in this Agreement are for convenience of reference only, and shall not limit or otherwise affect the meaning thereof.
This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such
instrument or any portion thereof to be drafted. Any pronoun used in this Agreement shall be deemed to cover all genders. The terms
“include”, “including” and similar terms shall be construed as if followed by the phrase “without
being limited to.” The term “or” has, except where otherwise indicated, the inclusive meaning represented by
the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,”
and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or section of this Agreement.
Words importing the singular number shall mean and include the plural number, and vice versa.


 






    	30



    	 



    

 


Section 7.09.     Sole
and Absolute Discretion of Master Servicer.


 


Whenever pursuant to
this Agreement (a) the Master Servicer exercises any right given to it to approve or disapprove, (b) any arrangement or term is
to be satisfactory to the Master Servicer, or (c) any other decision or determination is to be made by the Master Servicer, the
decision of the Master Servicer to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory
and all other decisions and determinations made by Master Servicer, shall be in the sole and absolute discretion of the Master
Servicer and shall be final and conclusive, except as may be otherwise expressly and specifically provided in this Agreement.


 


Section 7.10     Exchange
Act Rule 17g-5 Procedures.


 


(a)               
Notwithstanding any provision herein to the contrary but subject to Section 7.10(c) of this Agreement and except
as required by law, the Subservicer shall not provide any information directly to, or communicate with, either orally or in writing,
any Rating Agency or any NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or such
NRSRO’s surveillance of the Certificates or Mortgage Loans, including, but not limited to, providing responses to inquiries
from a Rating Agency or a NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or such
NRSRO’s surveillance of the Certificates and requests for a Rating Agency Confirmation. All such information will be provided
by, and all such communications, responses and requests will be made by, the Master Servicer in accordance with the procedures
required by the PSA. To the extent that the Master Servicer is required to provide any information to, or communicate with, a Rating
Agency or a NRSRO in accordance with its obligations under the PSA and such information or communication is regarding the Mortgage
Loans or the subservicing by the Subservicer under this Agreement and is in the possession of (or can be reasonably obtained by)
the Subservicer, the Subservicer shall provide the information to the Master Servicer necessary for the Master Servicer to fulfill
such obligations. The Subservicer shall have no liability with regard to the Master Servicer’s failure to provide to the
Depositor or any other party (including any Rating Agency) any information that the Subservicer timely delivered to the Master
Servicer in accordance with this Agreement.


 


(b)              
The Subservicer hereby expressly agrees to indemnify and hold harmless the Master Servicer and its respective officers,
directors, shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an
“Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs,
fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which
any such Indemnified Party may become subject, under the Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar
as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including
reasonable legal fees and expenses) arise out of or are based upon the Subservicer’s breach of this Section 7.10,
including, without limitation, to the extent caused by any breach referred to in this Section 7.10(b) by the Subservicer,
a determination by a 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), 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.


 


(c)               
None of the foregoing restrictions in this Section 7.10 prohibit or restrict oral or written communications, or providing
information, between the Subservicer and a Rating Agency or NRSRO with regard to (i) such Rating Agency’s or NRSRO’s
review of the ratings it assigns to the Subservicer, (ii) such Rating Agency’s or NRSRO’s approval of the Subservicer
as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of
the Subservicer’s servicing operations in general; provided, however, that the Subservicer shall not provide
any information


 






    	31



    	 



    

 


relating to the Certificates or the Mortgage Loans to a Rating Agency or a NRSRO in connection with such review
and evaluation by such Rating Agency or NRSRO unless (x) borrower, property or deal specific identifiers are redacted; or (y) the
Master Servicer confirms to the Subservicer in writing that such information has already been provided to the Depositor and has
been uploaded on to the Depostiors’ Rule 17g-5 Website.


 


[Remainder of Page
Intentionally Blank; Signature Page Follows]


 






    	32



    	 



    

 


IN WITNESS WHEREOF,
the Master Servicer and the Subservicer have caused this Agreement to be duly executed as of the date first above written.


	 	 	 	 
	 	SUBSERVICER:
	 	 
	 	BERKADIA COMMERCIAL MORTGAGE LLC,
	 	a Delaware limited liability company
	 	 
	 	By:	 	/s/ Mark E. McCool
	 	 	 	Name: Mark E. McCool
	 	 	 	Title: Executive Vice President
	 	 	 	 
	 	MASTER SERVICER:
	 	 
	 	KEYBANK NATIONAL ASSOCIATION,
	 	a national banking association
	 	 	 	 
	 	By:	 	/s/ Diane Haislip
	 	 	 	Name: Diane Haislip
		 	 	Title: Senior Vice President



 



    	 



    	 



    

 


EXHIBIT A


 


(Mortgage Loan Schedule)


 


	Loan No.	Berkadia Loan No.	Property Name	Cut-Off Balance	Subservicing Fee Rate
	23	011174115	Seaford Village	$12,925,000	0.05% (5 bps)
	31	011180699	Golden Mile Marketplace	8,750,000	0.05% (5 bps)
	42	011183716	Flagstone Creek Apartments	$5,728,000	0.07% (7 bps)





 






    	A-1



    	 



    

 


EXHIBIT B


 


(Remittance Report)


 






    	B-1



    	 



    

 


Subservicer Name:

Securitization Name: CGCMT 2016-GC36 

Scheduled
Remittance Report 

Date:


 


	Master

Servicer

Loan #	Subservicer

Loan Number	Beginning

Principal

Balance	P & I Due	Principal

Due	Principal

Received	Interest Due	Interest

Received	Unscheduled

Principal

Collections	Ending Balance	 	Scheduled

P & I	Less:

Delinquent

Amount	Less:

Servicing

Fee	Net Pass

Thru	 	Late

Charges	Default

Interest
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	-	 	 	 	 	-	 	 	 
	 	 	 	 	 	 	 	 	 	-	 	 	 	 	-	 	 	 
	 Total all Loans:	 	-	-	-	-	-	-	-	-	 	-	-	-	-	 	-	-


 


	Scheduled P&I	-  	 
	Service Fee	-  	 
	Net P&I scheduled to Master Servicer	$0.00	 
	 	 	 
	Actual Net P&I sent to Master Servicer	-  	 
	DIFFERENCE	 	 


  






    	 



    	 



    

  


EXHIBIT C


 


(Property Inspection Report)


 






    	C-1



    	 



    




 


I. Physical Inspection of the Property and its Neighborhood


A. PRE-INSPECTION RESPONSIBILITIES


		1	A confidentiality agreement is to be signed and returned to Key.



		2	The inspection is to be performed within 30 days before the inspection due date. If that is
not feasible, please contact Key as soon as possible so that an alternative inspection date may be arranged.



		3	The borrower is to be contacted at least two weeks prior to the inspection



		4	If the borrower is not responsive then notify the property contact.



		5	If the borrower is not cooperative let Key know as soon as possible.



B. DRIVE THE NEIGHBORHOOD (1-MILE RADIUS OF PROPERTY).


		1	Note vacant land, new construction, proximity to major thoroughfares and amenities (grocery/drug,
hard and soft goods), schools & churches, hotels and transportation).



		2	Note environmentally sensitive properties in close proximity to the property.



C. MEET WITH THE PROPERTY MANAGER BEFORE INSPECTING
THE PROPERTY.


		1	Do not inspect the property without a representative of the Mortgagor to escort you.



		2	Provide written correspondence from Key and a representative's business card to the property
contact.



D. PERFORM EXTERIOR PROPERTY INSPECTION.


		1	Walk the entire property line and look for potential easements and encroachments.



		2	Look for staining/spills on grass areas, pavement areas, dumping (garbage, oils, etc.). Environmentally
sensitive tenants include:



		*	Dry Cleaners.



		*	Paint Stores.



		*	Restaurants.



		*	Gas Stations.



		3	Inspect all exterior roof lines - note sagging, swaying, etc. Inspect all roofs (if access
is readily available). Note roof construction type (pitched, flat, hip roof, etc.). Problems to note:



		*	Bubbling or collection of water.



		*	Absence of rock or gravel.



		*	Cracking or splitting of seams.



		*	Flashing around side and check for separation from parapet wall.



		*	Equipment on roof - most common roof leak caused by improper compressor mounting.



		4	Inspect for trees or vines growing over roof and out of gutters, soffits underneath eaves,
window frames, exterior wood trim (buckling, need for paint), brick work and mortar, sidewalks, landscaping and vegetation.



		5	Inspect exterior stairs (concrete treads, hand rails, balconies (susceptible to rot), swimming
pool (check plaster, deck, equipment, jacuzzi), carports, and garages.



		6	Parking lot curbs – general pavement condition (sealed, patched or striped).



E. PERFORM INTERIOR INSPECTION OF PROPERTY.


		1	Multifamily: Inspect 5% of the occupied units (maximum of 7), 20% of vacant units (maximum of
5) and all down units (note unit numbers of down units and reason for being down).



		 	Note general condition of fixtures and appliances
(obsolete, functioning properly, fairly new, etc). Things to look for:



		*	Refrigerators, disposal, gas or electric range, dishwasher, microwave.



		*	Hot water heaters capacity and age, boilers.



		*	Condition of carpet, draperies and window coverings, ceilings, etc.



		 	For any deferred maintenance note exact location
(building number and/or address and unit number and/or location on exterior of building).



		2	Retail: Inspect 20% of the occupied units (maximum of 5), 20% of vacant units (maximuim of 5)
and all down units. Susceptible to environmental problems. Provide comments concerning their observations and reasons for concern.



		 	Interview shop owners. Note deferred maintenance
(i.e., stained ceiling tiles, worn carpet, etc.). Determine who is responsible for tenant improvements.



		3	Industrial: Inspect 20% of the occupied units (maximum of 5), 20% of vacant units (maximuim
of 5) and all down units. Susceptible to environmental problems. Provide comments concerning their observations and reasons for
concern.




		 	Note office/warehouse split (if applicable).
Inspect roofs if access is readily available.



		4	Office: Inspect 20% of the occupied units (maximum of 5), 20% of vacant units (maximuim of 5)
and all down units. Discuss leasing plan (including any tenant build outs) with property manager.



		 	Note condition of mechanical/boiler room and roof
(if access is readily available).



		5	Hotel: Inspect 5% of all units with a minimum of two units and a maximum of ten.



II. The Property Inspection Package


A. COMPLETE THE PROPERTY INSPECTION PACKAGE.


		 	It should consist of the following:



		1	MBA (or other specified) property inspection form.



		2	Rent Roll - Please collect a rent roll and verify that it is accurate. (If the contact is not
willing to provide a rent roll, then make a notation of that on the inspection.)



		 	Note: The rent roll needs to be submitted in an electronic
                                         format, and stored in the Rent Roll worksheet.



		3	Color Photographs (A minimum of 10 photos - no panoramic). 

The following are required
photos:



		*	Exterior.



		*	Roof (if accessible, if not make a comment on the inspection form).



		*	Parking area (covered and open).



		*	Deferred maintenance (interior and exterior).



		*	Points of ingress-egress for the property.



		*	Directional photos of major streets providing access to property.



		*	Vacant units (minimum of two and maximum of five).



		*	Occupied units (minimum of two and maximum of five).



		*	All down units.



		*	Signage (Clearly show current name of
                                         property).



		*	New development in surrounding neighborhood.



		 	Note: Photographs need to be submitted in an electronic
                                         format, and stored in the Photos worksheet.



		4	A copy of the annual franchise report on hotels or a copy of the annual government survey on health care facilities.



		5	Confirm the name of the property is
                                         the same as on the Lender's Request form.



		 	(Note, in bold type, on the
                                         inspection form if the property has changed names. For hotels, note if the franchise
                                         flag has changed. Specify in General Comments box.)



		6	Inspections are to be submitted to Key within 2 weeks of the inspection date.



		7	Inspections are to be submitted on a CD in excel format, with one electronic file per
property to include the MBA inspection form, photos and rent roll.
Image any franchise reports or annual government
surveys into the workbook labeled "Additional Reports".




		8	Inspection files are not to exceed 50 meg in size.



		 	Note: You can minimize the size of the files by reducing
                                         the resolution of the photos, by inserting the photos into the file instead of using
                                         the cut and paste feature and saving as an Excel "workbook".




		9	The CD needs to contain a file reflecting the date of inspection of each property with the
coinciding Key loan number.




	 	Key Loan #	 	Property Name	 	Inspection Date
	 	10001001	 	Royal Orleans	 	093003


		 	Example: 10001001 Royal Orleans 093003.xls without any
                                         (.),(,),(-),(/,\),etc.



  






    	 



    	 



    




 


	 	 	 	 	 
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MBA
INSPECTION FORM KEY 


	 	 
	Mortgage
    Bankers Association
	Standard
    Property Inspection Form Definitions
	For
    additional information, please refer to the MBA Inspections White Paper
	Ratings
    Definitions
	1	New
    or like new condition
All
    major building components are new or like new
All vacant units/space are rent ready
    & reflect the highest current market standards
No deferred maintenance items (only
    routine maintenance)
No life safety or code violations exist
Positive
    impact to marketability
Deferred Maintenance and Life Safety – No actions
    are required
	2	Above
    average condition for the property’s age and market, minimal wear and tear
All
    major building components in functional condition
All vacant units/space are rent
    ready or in the process of being made rent ready
No deferred maintenance items (only
    routine maintenance)
No life safety or code violations exist
No
    impact to marketability
Deferred Maintenance and Life Safety – No actions are
    required
	3	Normal condition
        for the property’s age and market, general wear and tear.

        All major building components in functional condition

        Most vacant units or space are rent ready or in the process of being made rent ready

        Minimal deferred maintenance and routine maintenance items with costs that can be funded
        by normal operations

        No/minor life safety or code violations exist

        No impact to marketability

        Deferred Maintenance and Life Safety - Appropriate actions are planned or in progress

	4	Deteriorating condition
        for the property’s age and market

        A building component is not in fully functional condition

        Few rent-ready units or space

        Limited major deferred maintenance &/or numerous minor deferred maintenance items

        Some life safety or code violations exist

        Negative impact to marketability

        Deferred Maintenance and Life Safety - Actions are not addressed as quickly as
        required and/or further action is necessary, additional monitoring may be appropriate 

	5	Inferior
    conditions
Multiple building
    components non-functional
Vacant units or space are in poor to down condition
Severe
    deferred maintenance items
Multiple life safety or code violations exist
Negative
    impact to marketability
Deferred Maintenance and Life Safety – No Action taken
    and/or further action is necessary – additional monitoring is appropriate
	 Not
 Applicable	No
    components exists (therefore, no rating is possible)
	 Not
    
 Accessible	No
    component was visible due to inability to view the condition based on access, life safety, weather conditions or other blockages.
Deferred
    maintenance items can not be determined based on lack of access
Further action or
    review may be required


  


	Copyright 2008 Mortgage Bankers Association,
    Washington, DC	


 



    	 



    	 



    

 


Inspection - General Info





	  	  	  	  	  	  	  	  	  
		  	Standard
    Inspection Form
	  	  	  	  	  	  	  	  	  
	 Inspection Date	 
    	 
    	Time   	 
    	  	Property City	 
    	 
    
	 Loan Number	 
    	  	  	  	  	Property State/Country	 
    	/                    
	 Property Name	 
    	  	  	  	  	Overall Property Rating	 
    	 
    
	  	  	  	  	  	  	  	  	  
	 Servicer,
    Loan and Contact Information
	 Servicer Name	 
    	  	  	  	  	Contact Company	 
    	 
    
	 Owner of Loan	 
    	  	  	  	  	Contact Name	 
    	                /
	 Investor Number	 
    	     	  	  	  	Contact Phone	 
    	 
    
	 Investor Loan #	 
    	  	  	  	  	Contact
    Email	 
    	 
    
	 Property ID	 
    	  	  	  	  	Addt’l
    ID #1 (editable)	 
    	 
    
	 Original Loan Amount	  	 
    	  	  	  	Addt’l
    ID #2 (editable)	 
    	 
    
	 Loan Balance (UPB)	  	 
    	  	  	  	O&M Plan(1)	  	 
    
	 Loan Balance as
    of Date	  	 
    	  	  	  	Report Reviewed By	  	                    /
	 (1)
    Includes ALL Plans (such as, but not limited to, Operations &
    Maintenance, Moisture Management and Environmental Remediation)
	 Property
    and Inspector Information
	 Property Name	 
    	  	  	  	  	Primary Property Type	  	 
    
	 Property Address	 
    	  	  	  	  	Secondary Property Type	  	 
    
	 Property City	 
    	  	  	  	  	Inspection Company	  	 
    
	 Property State	 
    	  	  	  	  	Inspection Co. Phone	  	 
    
	 Property Zip	 
    	  	  	  	  	Inspector’s Name	  	                    /
	  	  	  	  	  	  	Inspector’s ID	  	 
    





 


	 Lender’s
    or Servicer’s General Comments or Instructions to Inspector for Subject Property:
	 
    
	 
    
	 
    
	 
    
	 
	 
    


 





	 Property
    Inspector’s General Comments or Suggestions to Lender or Servicer on the Subject Property:
	 
    
	 
    
	 
    
	 
	 
    
	 
    





	  	  	  	  	  	  	  
	 Overview
    of Property Information
	 Number of Buildings	 
    	  	Year Built	 
    
	 Number of Floors	 
    	  	  	  	Total Square Feet (Gross)	 
    
	 Number of Elevators	 
    	  	  	  	Total Sq. Feet (Net /
    Rentable)	 
    
	 Number of Parking
    Spaces	 
    	  	  	  	Occupied Space	 
    
	 Number of Units
    / Rooms / Beds	 
    	  	  	  	Vacant Space	 
    
	 Rent Roll obtained
    at Inspection	 
    	  	  	  	Total Percent Occupied	 
    
	 Total
    Number of Down Units / Rooms / Beds	  	 
    	  	Annual Occupancy	 
    
	 Unit of Measurement
    Used	  	  	 
    	  	Annual Turn Over	 
    
	  	  	  	  	  	  
	 Property
    Offers Rental Concessions	 
    	 
    	 
    	If
    yes, please describe concessions:
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	 
    
	

Copywrite
    2008 Mortgage Bankers Association, Washington, DC	  	  	


 


 



    	 



    	 



    







 


Inspection - General Info


	  	  	  	  	  	  	  	  	  	  	  	  
	 Inspection Date	 
    	 
    	Time   	 
    	  	Property City	 
    	  	 
    
	 Loan Number	 
    	  	  	  	  	  	  	Property State/Country	 
    	  	/                   
	 Property Name	 
    	  	  	  	  	  	  	Overall Property Rating	 
    	  	 
    
	  	  	  	  	  	  	  	  	  	  	  	  
	 Franchise Name	 
    	  	Franchise
    change since last inspection	 
    
	  	  	  	  	  	  	  	  	  
	 Number
    of Occupied Units Inspected	  	 
    	  	  	Number of
    Vacant Units Inspected	  	 
    
	  	  	  	  	  	  	  	  	  
	 Is there
    any dark space?	 
    	  	  Describe:	 	 
	 Is there
    any down space?	 
    	  	  Describe:	 	 





	  	  	  	  
	 Capital
    Expenditures	  	  	  
	 Describe
    in detail Repairs, Replacements or Capital Improvements	Identified
    Cost	Status
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    
	 
    	 
    	 
    





	  	  	  	  	  	  	  	  
	 Neighborhood
    and Site Comparison Data
	 Is the
    area declining or distressed	  	 
    	  	Percent
    Use - %
	 Is there
    any new construction in the area	  	  	Single Family	 
    
	 Top 2 Major	1.	Name or Type	 
    	 
    	  	Multifamily	 
    
	 Competitors:	  	  Distance	 
    	  	  	Commercial	 
    
	  	2.	Name or Type	 
    	  	  	Industrial	 
    
	  	  	  Distance	 
    	  	  	Undeveloped	





 


	 Describe
    area, surrounding land use & overall trends (include location in relation to subject property - N, S, E, W):
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    
	 
    





	  	  	  	  	  	  	  	  
	 Management
    Company Information	  	  	  
	 Management Company
    Name	 
    	  	Phone Number	 
    
	 On Site Contact	                              /	  	Mgmt Interview	 
    
	 Role or Title of
    Contact	 
    	  	Length of
    time at property	 
    
	 Management Affiliation	 
    	  	Change since
    last inspection	  	 
    
	  	  	  	  	  	  	  
	 Other
    Information
	 Additional
    Collateral Description Information	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	  	  	  	  	  	  	  
	 
    	  	  	  	  	  	 
    
	
Copywrite
    2008 Mortgage Bankers Association, Washington, DC	  	  	


 



    	 



    	 



    




 


	  	 	 	  	  	  	  	  	  	  	  
	  	  	  	Inspection - Physical Condition
	 	 	 	 
	Standard
                                         Inspection Form

         
	  	  
	Inspection Date	 
    	Time    	 
    	  	Property City	 
    
	Loan Number	 
    	  	Property State/Country	 
    	/	 
    
	Property Name	 
    	  	Overall Property
    Rating	 
    


 


	Physical
    Condition Assessment and Deferred Maintenance
	 


 


	Property
    Assessment


 


	Physical

        Condition
	Overall

        Rating
	Trend	Representative
                                         Components

        (Not
        all-inclusive)
	Inspector
    Comments
	 
    	 
    	  	  	  
	Curb
    Appeal	 
    	  	Comparison
                                         to Neighborhood; First Impression / Appearance






	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	  	  	  
	Site	 
    	  	Subject
                                         Property Appearance; Signage; Ingress/Egress; Landscaping; Site Lighting; Parking Lot;
                                         Striping; Garage/Carports; Irrigation System; Drainage; Retaining Walls; Walkways, Fencing;
                                         Refuse Containment & Cleanliness, Hazardous Material Storage 



	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	  	  	  
	Building
                                         /

        Mechanical

        systems
	 
    	  	HVAC;
                                         Electrical; Boilers; Water Heaters; Fire Protection; Sprinklers, Plumbing; Sewer; Solar
                                         Systems; Elevators/ Escalators; Chiller Plant, Cooling Towers; Building Oxygen Systems;
                                         Intercom System; PA System; Security Systems 



	 
    
	 
    	 
    	 
    	 
    	 
    
	Building

        Exteriors
	 
    	 
    	Siding;
                                         Trim; Paint; Windows: Exterior Entry Ways; Stairs; Railings; Balconies; Patios; Gutters;
                                         Downspouts; Foundations; Doors; Façade; Structure (Beam/Joist) 
	 
    
	 
    	 
    	  	  	  
	Building

        Roofs
	 
    	  	Roof
                                         Condition; Roof Access; Top Floor Ceilings; Shingles/ Membrane; Skylights; Flashing;
                                         Parapet walls; Mansard roofs. 



	 
    
	 
    	 
    	 
    	 
    	 
    
	Occupied

        Units
        / Space
	 
    	 
    	HVAC;
                                         Ceiling; Floors; Walls; Painting; Wallcover; Floor Cover; Tiles; Windows; Countertop;
                                         Cabinets; Appliances; Lighting; Electrical; Bathroom accessories; Plumbing Fixtures;
                                         Storage; Basements/Attics 



	 
    
	 

        Vacant
        Units /

        Space
        /

        Hotel
        Rooms

         
	 
    	 
    	HVAC;
                                         Ceiling; Floors; Walls; Painting; Wallcover; Floor Cover; Tiles; Windows; Countertop;
                                         Cabinets; Appliances; Lighting; Electrical; Bathroom accessories; Plumbing Fixtures;
                                         Storage; Basements/Attics 



	 
    



  


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	 


 






    	 



    	 



    

 





 


	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	  	  	 	 	 	Inspection - Physical Condition
	 	 	 	 
	Inspection Date	 
    	Time    	 
    	  	Property City	 
    
	Loan Number	 
    	  	Property State/Country	 
    	/	 
    
	Property Name	 
    	  	Overall Property
    Rating	 
    





 


	 

        Down
        Units /

        Space
        /

        Hotel
        Rooms

         
	 
    	 
    	HVAC;
    Ceiling; Floors; Walls; Painting; Wallcover; Floor Cover; Tiles; Windows; Countertop; Cabinets; Appliances; Lighting; Electrical;
    Bathroom accessories; Plumbing Fixtures; Storage; Basements/Attics	 
    
	 
    	 
    	  	  	  
	Interior

        Common

        Areas
	 
    	  	Mailboxes;
    Reception Area; Lobby; Food Courts; Dinning Areas; Kitchen; Halls; Stairways; Meeting Rooms; Public Restrooms; Storage; Basement;
    Healthcare Assistance Rooms; Pharmacy / Medication Storage; Nurses Station	 
    
	 	 	 	 	 
	 	 	 	 	 
	Amenities
	 
    	 
    	Pool; Clubhouse;
        Gym; Laundry Area / Rooms; Playground; Wireless Access; Restaurant/Bar; Business Center; Sport Courts; Spa; Store; Media
        Center
	 
    
	 	 	 	 	 
	Management

        Competence
	 
    	 
    	Professionalism,
    Ability to respond to questions; knowledge of property; knowledge of neighborhood/ market; preparedness for inspection; had
    all requested paperwork; tenants notified	 
    



 


	Exterior
    - Additional description of the property conditions:
	 

         

         

	  
	Interior
    - Additional description of the property conditions:
	 

         

         






 


	Deferred
    Maintenance Items



 

	Identify
    Item and Describe Condition (including location)	Rating	Photo

        #
	Life

        Safety
	Est.
    Cost
	

         
	 
    	 
    	 
    	 
    
	

         
	 
    	 
    	 
    	 
    
	

         
	 
    	 
    	 
    	 
    
	

         
	 
    	 
    	 
    	 
    
	

         
	 
    	 
    	 
    	 
    
	

         
	 
    	 
    	 
    	 
    
	

         
	 
    	 
    	 
    	 
    
	

         
	 
    	 
    	 
    	 
    
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	


 






    	 



    	 



    




 


	  	  	  	  	  	  	  	  	 	 	  
	Standard Inspection Form	  	  
	  	  	  	  	  	  	  	  	  	  
	Inspection Date	 
    	Time   	 
    	  	Property City	 
    	 
    	 
    
	Loan Number	 
    	 
    	 
    	  	Property State/Country	 
    	 
    	  /	 
    
	Property Name	 
    	 
    	 
    	  	Overall Property
    Rating	  	 
    
	  	  	  	  	  	  	  	  	  
	Photos


 





	Copyright
    2008 Mortgage Bankers Association, Washington, DC	


 






    	 



    	 



    




  


Inspection - Mgmt Interview


	  	  	  	  	  	  	  	  	 	 	  
		  	  	Standard
    Inspection Form
	  	  	  	  	  	  	  	  	  	  
	Inspection Date	 
    	Time   	 
    	  	Property City	 
    	 
    	 
    
	Loan Number	 
    	 
    	 
    	  	Property State/Country	 
    	 
    	  /	 
    
	Property Name	 
    	 
    	 
    	  	Overall Property
    Rating	  	 
    
	  	  	  	  	  	  	  	  	  
	Management
    Information & Interview


 


	  	 
    	  	  	 
    	 
    	 
    
	Management Company Name	 
    	  	Phone Number	 
    	 
    
	Name of Information Source	                       /	  	Email Address	 
    	 
    
	Role or Title of Information
    Source	 
    	  	Length of
    time at property	 
    
	Management Affiliation	 
    	  	Mgmt change
    from last inspection	 
    





	  	  	  
	In your opinion, how does
    the property perform compared to similar properties in the area?	 
    	 
    
	In your opinion, what
    is the average percentage of vacancy in similar properties in the area?	  	 
    
	Based on market survey,
    what is the current average rents paid in the area ($ per square foot/units/beds)?	  	 
    
	In
    your opinion, explain the reason for any variance on vacancy & rents between the market and the subject property:	  	  
	 
    	  	 
    
	  	  	  
	In the past 12 months,
    have there been any fires, significant water intrusions or other property damage?	  	 
    
	If
    yes, explain the location on the property, costs associated, any insurance claims submitted, resolution & leaseability:	  	  
	 
    	  	 
    
	  	  	  
	In the past 12 months,
    to the best of your knowledge, have any code violations been received?	  	 
    
	If
    yes, please describe the violation, the costs associated and any resolution or outstanding issues:	  	  
	 
    	  	 
    
	  	  	  
	Is the property undergoing
    any significant rehab/construction?	  	 
    
	If
    yes, explain the location, size and estimated costs:	  	  
	 
    	  	 
    
	  	  	  
	Is the property in compliance
    with ALL O&M Plan(s)?	 
    	 
    
	(Plans
    such as, but not limited to, Operations and Maintenance, Moisture Management and Environmental Remediation.)	  	  
	If
    no, please explain which plan(s), the requirements, noncompliance items and estimated costs:	  	  
	 
    	  	 
    
	  	  	  
	Any change or violations
    of a Franchise Agreement or License(s) at the property?	 
    	 
    
	If
    yes, please explain any change or violation, costs & any resolution or outstanding issues:	  	  
	 
    	  	 
    
	  	  	  
	To the best of your knowledge,
    are there any lawsuits pending that may negatively impact the property?	  	 
    
	If
    yes, please explain:	  	  
	 
    	  	 
    
	  	  	  
	Other
    Information or Comments:	  	  
	 
    	  	  
	 
    	  	 
    
	  	  	  
	Copyright
    2008 Mortgage Bankers Association, Washington, DC	  	    


 



    	 



    	 



    

 


Inspection - Multifamily


 


Standard
Inspection Form 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property
    State/Country	 
    	 /	 
    
	Property
    Name	 
    	 
    	 
    	Overall
    Property Rating	 
    


 


	Multifamily,
    Mobile Homes, Cooperative Housing, Student Housing


	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Property
    Information
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Heat at the
    Property	 
    	  	  	Gas at the
    Property	 
    
	Water at the
    Property	 
    	  	  	Trash at the
    Property	 
    
	Electric at
    the Property	 
    	  	  	Cable at the
    Property	 
    
	Change to
    Major Employer	 
    	  	  	If yes, describe:	 
    
	Change to
    Commercial/Retail	 
    	  	  	If yes, describe:	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  Unit Breakdown	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	#
    of Bedrms	#
    of Bath	#
    of Units	Avg
    Ft2
    / Unit	Monthly
    Rent	#
    Occupied	#
    Vacant	#
    Down	#
    Inspected
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Totals	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Tenant Profile	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 
    	 
    
	   Corporate	 
    	  	Military	 
    	  	Seasonal	 
    	  	Seniors	 
    	  	Students	 
    	Other	 
	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	Property
    Condition
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Detailed
    Report of Units Inspected	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	Unit
    #	#
    of Bedrms	#
    of Bath	Square
    Feet	Asking
    Rent	Current
    Use	 Overall
    Condition	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    


 


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	    


 


 



    	 



    	 



    




 


Inspection - Healthcare


 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    




 





	Healthcare,
    Nursing Home, Hospitals




	 
	  Property Information




	 	 	 	 	 	 	 	 	 	 
	 	General Information	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Total Number of Beds	 	 	 	Number of Beds Occupied	 
	 	 	 	 	 	% Occupied	 
	 	 	 	 	 	 	 
	 	New Patients Currently being Accepted  	 	 	 	Admission Waiting Period	 
	 	 	 	 	 	Proximity to a Hospital	 












	 	 	 	 	 	 	 	 	 	 
	 	Level of Care Breakdown	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Unit Type	Total #

Beds	Total # Beds Occupied	
        Total # 

        Units
	Total # Units

Occupied	Avg. S.F. / 

Unit	  Monthly   Rent	# Beds

Vacant
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	  Totals	 	 	 	 	 	 	 












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Administrator’s Name	 	/	 	 	Length of Time at Property	 	 
	 	Director of Nursing’s Name	 	/	 	 	Length of Time at Property	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Direct Care Staff Numbers	 	Day	Evening	Night	Comments
	 	 	Nurses -	RNs	 	 	 	 	 
	 	 	Nurses -	LPNs	 	 	 	 	 
	 	 	Other Direct Care	 	 	 	 
	 	Non Direct Care Personnel	 	 	 	 
	 	Total Staff	 	 	 	 	 















	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Regulatory / Licensing Agency Information	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Name of the Agency	 	 	 	Contact Person	                         /	 	 
	 	Expiration Date of Operating License	 	 	All Licenses Current	 	 	 
	 	Date of last Medicare inspection	 	 	Property Medicare Certified	 
	 	Date of last Medicaid inspection	 	 	Property Medicaid Certified	 
	 	Please describe any violations, costs associated, resolution or outstanding issues: 
	 	 


 


	      Copyright 2008 Mortgage Bankers
    Association, Washington, DC	


 






    	 



    	 



    









 


Inspection - Healthcare


 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    










	 	 	 	 	 	 	 	 	 
	Property Condition	 	 	 	 
	Handrails in the halls	 	 	Exits clearly marked	 
	Grab bars present in rest rooms	 	 	Intercom System	 
	Staff interacts well with residents	 	 	Generator Function	 
	Facility looks and smells clean	 	 	 	 
	Additional description of any safety or deficiency issues observed: 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Units or Beds Inspected	 	 	 	 	 
	 	 	 	 	 	 	 
	Down Units (List the unit #)	 	 	 	 
	 	 	 	 	 	 	 
	Detailed Report of Units Inspected	 	 	 	 







 





	Unit #	# of Bedrms	# of Bath	Square Feet	Asking Rent	Current Use	Overall Condition
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 










  


	      Copyright 2008 Mortgage Bankers
    Association, Washington, DC	 


 



    	 



    	 



    

 





 


Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    



	  	 	 	 	 	 	 	 	 	  	 	 	  	 	  
	Rent
    Roll
	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 
	Rent Roll Attached	 
    	  	  	(Select
    One)	  	  
	Rent Roll Summary Attached	 
    	  	  	  	  	  	  
	Single Tenant Property	 
    	  	  	Lease expires:	  	  
	Hospitality Property	 
    	  	  	YTD ADR:	  	  	RevPAR: 	 	  	ADO: 	  
	  	  	  	  	  	  	  	  	  	  	  
	Insert
    Rent Rolls in the space below using Excel commands or via Copy and Paste


  


	Copyright
    2008 Mortgage Bankers Association, Washington, DC	







 


    	 



    	 



    

 



Standard
Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date   	 
    	Time	 
    	 
    	 
Property
    City    		  	 
    
	Loan
    Number   	 
    	 
    	Property State/Country	
	 
    	   	 
    
	Property
    Name   	 
    	 
    	Overall Property
        Rating	
	  	 
    



 


	Maps
	  


 


	  	Regional
    Map
	  	  
	  	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

	  	  
	  	Neighborhood
    Map
	  	  
	  	 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         



  


	Copyright 2008
    Mortgage Bankers Association, Washington, DC	


 


    	 



    	 



    
 


Comprehensive
Assessment Addendum

	  	 	  
		 	Standard
    Inspection Form


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inspection
    Date	 
    	 
    	Time	 
    	 
    	 
    	Property
    City	 
    
	Loan
    Number	 
    	 
    	 
    	Property State/Country
	 
    	   /	 
    
	Property
    Name	 
    	 
    	 
    	Overall Property
        Rating
	 
    


 


	 
    	 
    	 
    	 
    	 
    
	Limitations
    of Field Assessment
	  
	Did
    you experience any of the following limitations to performing this field assessment:  (Choose Yes/No)	  
	  	Management
    unavailable for interview or management experience on the property is less than six months	 
    
	  	Occupied units
    were unavailable for assessment, or the total number of units available (occupied or unoccupied) was insufficient	 
    
	  	Significant
    portions of the common areas, amenities or basements, etc. were unavailable for assessment	 
    
	  	Snow was covering
    most exterior areas (parking lots, roofs, landscape areas)	 
    
	  	Other	  	  	  
	  	None	 
    	  	  
	  	Comment: 	 
    	  	 
    




	  	  	  
	Comprehensive
    Property Assessment Ratings
	  	  	  
	1.  	Life
    Safety (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment: 	 
    
	  	  	  
	2.	Deferred
    Maintenance (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	3.	Routine
    Maintenance (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	4.	Capital
    Needs (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    
	  	  	  
	5.	Level/Volume
    of issues noted and appropriate follow-up recommendations (Choose the one that applies from the drop down menu):
	  	 
    
	  	Comment:	 
    



	  	  	  	  	  	  
	Overall
    Rating and Additional Comments
	  
	Overall
    Rating Scale:	 

         
	  
	  	  	1
    = No substantial concerns observed. No further action required.
	 	 	 
	  	  	2 = Some
    minor issues noted. Limited follow-up required.
	 	 	 
	  	  	3 = Substantial
    and/or critical issues noted. Documented follow-up required.
	 	 	 
	  	  	4 = Overall
    condition showing signs of deterioration. Documented follow-up with possible action plan required.
	 	 	 
	  	  	5 = Severe
    deferred maintenance observed. Follow-up and substantial action plan required.
	  	  	  	  	  
	  	Comment: 	 

         




	  	  	  	  	  
	Inspector
    Information
	  	  	  	  	  
	Seller/Servicer
    Certification	Date:	 
    	  
	  	  	  	  	  
	First
    Name:	 
    	 
    	 
    	  
	Last
    name:	 
    	 
    	 
    	  
	Title:	 
    	 
    	 
    	  
	Phone
    Number:	 
    	 
    	 
    	 
    
	Email
    Address:	 	 	 	 


  


	Copywrite
    2008 Mortgage Bankers Association, Washington, DC	 


 




    	 



    	 



    















 


EXHIBIT D


 


(Tax, Insurance, UCC and
Letter of Credit Certification)


 






    	D-1



    	 



    

 


CGCMT
2016-GC36 

QUARTERLY TAX MONITORING REPORT





	 	 	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	 	 	 	 	 	 	 	 	 
	Quarter
    Ending:	  	 
    	 
    	 
    	  	 


  Due
each January 15, April 15, July 15, October 15 for the preceding quarter end. 


	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subservicer

Loan
#	Prospectus
    

    No.	Property

    Sequence No.	Borrower
    Name	Property
    Name	Property
    Address

    (including State)	Parcel
    #	Tax
    Authority	Most
    recent tax

    amount paid	Due
    date for

    most recent taxes paid	Actual
    date most

    recent taxes paid	Next
    payment

    due date	Any
    outstanding sales certs

    or other tax liens (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 


CERTIFICATE
OF REAL ESTATE TAX PAYMENTS


 


The undersigned hereby certifies that
it has inspected actual tax receipts or has otherwise verified full payment of all real estate taxes for the quarter ending (for
example March 31, 2016) and for all prior periods on properties covered by all mortgage loans sub-serviced by it on behalf
of KeyBank National Association and held by the securitization known as (for example: CGCMT 2016-GC36). The undersigned
further certifies that no unredeemed sales certificates or other tax liens are outstanding against any of the aforesaid properties
other than as indicated above on the matrix.


 


[Subservicer]







 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	 


 


    	 



    	 



    


 





CGCMT
2016-GC36


QUARTERLY INSURANCE MONITORING REPORT













	 	 	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	 	 	 	 	 	 	 	 	 
	Quarter
    Ending:	  	 
    	 
    	 
    	  	 


  Due
each January 15, April 15, July 15, October 15 for the preceding quarter end. 













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subservicer
    

    Loan No.	Prospectus

No.	Property

Sequence
No.	Borrower
    Name	Property
    Name	Property
    Address (including State)	Coverage
    Expiration Date	Carrier
    Name	Carrier
    Rating in Compliance with PSA (Y/N)	Agent
    Name	Policy
    #	Terrorism
                                         Coverage Required

        under
        Loan Documents

Y/N
	

    

    

    Coverage Types (“x” as applicable)	 
	Property	General
    Liability 	Umbrella	Terrorism	Other
    (provide

    description)	Coverage
    Amount	Comments
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 








CERTIFICATE OF INSURANCE


 


The undersigned
hereby certified that it holds in its custody a certificate or other appropriate proof of valid insurance on the individual properties
through the quarter ending (for example March 31, 2016) which are securing mortgage loans held by the securitization known as
(for example: CGCMT 2016-GC36), which are sub-serviced by the undersigned on behalf of KeyBank National Association. The various
types and amounts of insurance coverages provided by such policies comply with the requirements of the individual loan documents.
The properties are correctly identified in the policies, and all improvements thereon to be insured are included and properly
described; that the name or names of the insured exactly conform to the name or names in which title is held; that a standard,
noncontributory mortgagee clause in favor of (for example: [Subservicer Name] as Subservicer for KeyBank National Association, as Master Servicer on behalf of [Trustee
Name] as Trustee, for the Holders of [securitization name, for example Citigroup Commercial Mortgage Trust 2016-GC36, Commercial
Mortgage Pass-Through Certificates, Series 2016-GC36].




 





[Subservicer]







 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	 





 



 



    	 



    	 



    

 


CGCMT
2016-GC36


QUARTERLY UCC TRACKING REPORT


















	 	 	 	 	 	 	 	 	 
	Subservicer:	  	 
    	 
    	 
    	  	  	  	  
	 	 	 	 	 	 	 	 	 
	Quarter
    Ending:	  	 
    	 
    	 
    	  	 


Due each January 15, April 15, July 15, October 15 for the preceding quarter
end. 





	 	 	 	 	 	 	 	 	 	 	 	 
	Subservicer
    

Loan No	Prospectus

 No	Property

 Sequence
    No.	Borrower Name	Property Name	Property Address
    (including State)	Jurisdiction	Secured Party
    Name	Original 

Filing
    Date	Continuation
    

Filing No.	Next 

Filing
    Date	Expired

 Y/N
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 




 



 


CERTIFICATE OF UCC FILINGS


 


The undersigned
hereby certifies that it holds in its custody a certificate or other appropriate proof of valid UCC liens and any assignments,
and/or continuations thereof, as required by individual loan documents in accordance with the PSA, Subservicing Agreement, and
standard servicing practices on the individual properties which are securing mortgage loans held by the securitization known as
(for example: CGCMT 2016-GC36), which are sub serviced by the undersigned on behalf of KeyBank National Association. The
undersigned further certifies that no UCC financing statement has expired without a continuation being filed other than stated
above on the matrix.









 





[Subservicer]







 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	 





 







 






    	 



    	 



    

 





CGCMT 2016-GC36


 


QUARTERLY CERTIFICATION OF LETTER OF CREDIT


 


	Subservicer:	 	 
	 	 	 
	Quarter End	 	 


Due
each January 15, April 15, July 15, October 15 for the preceding quarter end. 


 


	Loan #	
        Sub-

        servicer

        Loan#
	
        Letter of

        Credit #
	Issuing Bank	
        Original

        Amount
	
        Remaining

        Amount

       	Active Y/N	
        Expiration

        Date
	Review Date	
        Presentation

        Date

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


	We
    hold evidence that the above described letters of credit are current, in full force and effect, and comply with the requirements
    as set forth in the various loan documents and in the Subservicing Agreement.
     




 


[Subservicer]


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	 


 






    	 



    	 



    





 


EXHIBIT E


 


(Account Certification)


 


	Securitization: 	  CGCMT 2016-GC36	 
	 	 	 
	Subservicer: 	 	  Berkadia Commercial Mortgage LLC	 
	 	 	 
	 	 	 	  New Account     	 	  Change of Account Information	 
	 	 	 	 





	Indicate purpose of account (check all that apply):	 
	 	 	 
	 	 	 Principal & Interest	 	Deposit Clearing	 
	 	 	 	 
	 	 	 Taxes & Insurance	 	Disbursement Clearing	 
	 	 	 	 
	 	 	 Reserves (non-interest bearing)	 	Suspense	 
	 	 	 	 
	 	 	 Reserves (interest bearing)	 


  


	Account Number: 	 



 





	Account Name:	 


 


Depository
Institution (and Branch):


  


	 	Name:	 


 


	 	Street:	 


 


	 	City, State, Zip: 	 


  


	 	Rating Agency:	 	Rating:	 	 


 


Please note that the
name of the account must follow the guideline specifications detailed in the applicable agreement.


 


	Prepared by:	 


  


	Signature:	 


  


	Title:	 


  


	Date:	 


  


	Telephone: 	 	Fax: 	 


 






    	G-1



    	 



    

 


EXHIBIT F


 


FORM OF SUBSERVICER
PERFORMANCE CERTIFICATION


 


		Re:	Citigroup Commercial Mortgage Trust 2016-GC36, Commercial
Mortgage Pass-Through Certificates, Series 2016-GC36



 


I, [identify the certifying individual],
a [title/officer] of [name of subservicer] a [type of entity] as subservicer (the “Subservicer”) under
that certain subservicing agreement dated as of February 1, 2016 (the “Subservicing Agreement”) between
Subservicer and KeyBank National Association (the “Master Servicer”) whereby the Subservicer agreed
to perform certain of the Master Servicer’s servicing responsibilities under that certain pooling and servicing agreement
dated as of February 1, 2016, among Citigroup Commercial Mortgage Securities, Inc., as Depositor (the “Depositor”),
Master Servicer, as Master Servicer, Wells Fargo Bank, National Association, as Special Servicer, Pentalpha Surveillance LLC,
as Operating Advisor and Asset Representations Reviewer, Wells Fargo Bank, National Association, as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee (in such capacity, the “Trustee”), with respect
to the Citigroup Commercial Mortgage Trust 2016-GC36, Commercial Mortgage Pass-Through Certificates, Series 2016-GC36, on behalf
of Subservicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Master Servicer, the Trustee,
the Depositor, the Certificate Administrator and their respective officers, directors and affiliates, and with the knowledge and
intent that they will rely upon this certification, that:


 


1.          I have reviewed the servicing reports relating to the Mortgage Loans delivered by the Subservicer to the
Master Servicer pursuant to the Subservicing Agreement, including all information, disclosures and reports required under Section
3.06 (collectively, the “Subservicer Reports”), during the fiscal year 20__ (the “Relevant
Period”);


 


2.          Based
on my knowledge, with respect to the Relevant Period, all servicing information, disclosures and reports required to be submitted
by the Subservicer to the Master Servicer pursuant to the Subservicing Agreement, including all information, disclosures and reports
required under Section 3.06 for the Relevant Period, have been submitted by the Subservicer to the Master Servicer; 


 


3.          Based
on my knowledge, the information contained in the Subservicer 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 Relevant Period; 


 


4.          I am responsible for reviewing the activities performed by the Subservicer and, based on my knowledge
and the compliance review conducted in preparing the annual compliance statement required under Section 3.06(f) of the Subservicing
Agreement, during the Relevant Period, and except as disclosed in the annual officer’s certificate required under such Section
3.06(f), the Subservicer has fulfilled its obligations under the Subservicing Agreement; and


 





5.          The Subservicer’s report on assessment of compliance with servicing criteria and the related attestation
report on assessment of compliance with servicing criteria required to be delivered in accordance with the Subservicing Agreement
discloses all material instances of noncompliance by the Subservicer with the Relevant Servicing Criteria.





 


SUBSERVICER:


 


BERKADIA COMMERCIAL MORTGAGE LLC,


a Delaware limited liability company





	 	 	 	 	 	 	 
	By:	 	 	 	 	Date:	 
	Name:	 	 	 	 
	Title:	 	 	 	 	 



 






    	G-2