Exhibit 10.6


 


Execution Copy





WELLS FARGO BANK,

NATIONAL ASSOCIATION,

Master Servicer



and



PRINCIPAL GLOBAL INVESTORS, LLC,

Sub-Servicer



SUB-Servicing AGREEMENT



Dated as of April 1, 2016





Citigroup Commercial Mortgage Trust
2016-P3

Commercial Mortgage Pass-Through Certificates

Series 2016-P3



    	 



    	 



    




TABLE OF CONTENTS


	 	 	Page
	ARTICLE I	DEFINITIONS	1
	Section 1.01	Defined Terms	1
	ARTICLE II	MASTER SERVICER’S ENGAGEMENT OF SUB-SERVICER TO PERFORM SERVICING RESPONSIBILITIES	2
	Section 2.01	Contract for Servicing; Possession of Loan Documents	2
	Section 2.02	Notice of Breach of Representations and Warranties; Repurchase Request	3
	Section 2.03	Notice of Change of the Special Servicer, the Operating Advisor or the Controlling Class Representative	4
	Section 2.04	Power of Attorney	4
	ARTICLE III	SERVICING OF THE MORTGAGE LOANS AND THE SERVICED PARI PASSU COMPANION LOAN	3
	Section 3.01	Sub-Servicer to Service	3
	Section 3.02	Merger or Consolidation of the Sub-Servicer	18
	Section 3.03	Limitation on Liability of the Sub-Servicer and Others	18
	Section 3.04	Sub-Servicer Resignation	19
	Section 3.05	No Transfer or Assignment of Servicing	19
	Section 3.06	Indemnification	20
	ARTICLE IV	SUB-SERVICER TERMINATION EVENTS	20
	Section 4.01	Sub-Servicer Termination Events	20
	Section 4.02	Waiver of Defaults	23
	Section 4.03	Other Remedies of Master Servicer	24
	ARTICLE V	TERMINATION	24
	Section 5.01	Termination	24
	Section 5.02	Termination With Cause	24
	Section 5.03	Reserved	25
	Section 5.04	Termination of Duties with Respect to Specially Serviced Loans	25
	ARTICLE VI	MISCELLANEOUS	25
	Section 6.01	Successor to the Sub-Servicer	25
	Section 6.02	Financial Statements	25
	Section 6.03	Closing	25



 



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TABLE OF CONTENTS


(continued)


 


	 	 	Page
	Section 6.04	Closing Documents	26
	Section 6.05	Notices	26
	Section 6.06	Severability Clause	27
	Section 6.07	Counterparts	27
	Section 6.08	Governing Law	28
	Section 6.09	Protection of Confidential Information	28
	Section 6.10	Intention of the Parties	29
	Section 6.11	Third Party Beneficiary	29
	Section 6.12	Successors and Assigns; Assignment of Agreement	29
	Section 6.13	Waivers	29
	Section 6.14	Exhibits	29
	Section 6.15	General Interpretive Principles	30
	Section 6.16	Complete Agreement	30
	Section 6.17	Further Agreement	30
	Section 6.18	Amendments	30








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	EXHIBIT A	MORTGAGE LOAN SCHEDULE	A-1
	EXHIBIT B	RESERVED	B-1
	EXHIBIT C	POOLING AND SERVICING AGREEMENT	C-1
	EXHIBIT D	RESERVED	D-1
	EXHIBIT E	QUARTERLY SERVICING CERTIFICATION	E-1
	EXHIBIT F	FORM OF ACCOUNT CERTIFICATION	F-1
	EXHIBIT G	FORM OF COLLECTION REPORT	G-1
	EXHIBIT H	FORM OF CERTIFICATE OF INSURANCE	H-1
	EXHIBIT I	NEW LEASE INFORMATION	I-1
	EXHIBIT J	QUARTERLY ACCOUNTS CERTIFICATION	J-1
	EXHIBIT K	TASK LIST	K-1
	EXHIBIT L	FORM OF REMITTANCE REPORT	L-1







 



    	 



    	 



    




 


This is a Sub-Servicing
Agreement (the “Agreement”), dated as of April 1, 2016, by and between PRINCIPAL GLOBAL INVESTORS, LLC, having
an office at 801 Grand Avenue, Des Moines, Iowa 50392-1450, and its successors and assigns (the “Sub-Servicer”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at MAC D1086, 550 South Tryon Street, 14th Floor, Charlotte,
North Carolina 28202, and its successors and assigns (the “Master Servicer”).


WITNESSETH:


WHEREAS, Citigroup
Commercial Mortgage Securities Inc., as depositor (the “Depositor”), C-III Asset Management LLC, as special
servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “Operating
Advisor”) and as asset representations reviewer (the “Asset Representations Reviewer”), Citibank,
N.A., as certificate administrator (the “Certificate Administrator”), Wilmington Trust, National Association,
as trustee (the “Trustee”), and the Master Servicer, as master servicer, have entered into that certain Pooling
and Servicing Agreement dated as of April 1, 2016, as amended, modified and restated from time to time (the “Pooling and
Servicing Agreement”), whereby the Master Servicer shall service certain mortgage loans and companion loans on behalf
of the Trustee; and


WHEREAS, Section
3.01(c) of the Pooling and Servicing Agreement authorizes the Master Servicer to enter into this agreement with the Sub-Servicer
whereby the Sub-Servicer shall service certain of such mortgage loans listed on Exhibit A (the “Mortgage
Loan Schedule”) attached hereto (the “Mortgage Loans”) and the Serviced Pari Passu Companion Loan
on behalf of the Master Servicer.


NOW, THEREFORE,
in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Master Servicer and the Sub-Servicer hereby agree as follows:


ARTICLE
I



DEFINITIONS


Section 1.01     Defined Terms.


Unless otherwise
specified in this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling
and Servicing Agreement. As used herein, the following terms have the meanings assigned to them in this Section 1.01:


“Additional
Sub-Servicing Compensation” shall have the meaning set forth in Section 3.01(c)(20) of this Agreement.


“Collection
Report” shall mean the monthly report prepared by the Sub-Servicer setting forth, with respect to each Mortgage Loan
and Serviced Pari Passu Companion Loan and the most recently ended Collection Period prior to the due date of such report, the
information described on Exhibit G attached hereto.



    	 



    	 



    




“Mortgage
Loans” shall have the meaning specified in the recitals hereto.


“Mortgage
Loan Schedule” shall have the meaning specified in the recitals hereto.


“Other
Determination Date Remittance Date” shall mean one (1) Business Day prior to the “determination date” as
such term or similar term is defined in the Other Pooling and Servicing Agreement governing the securitization of the Serviced
Pari Passu Companion Loan.


“Remittance
Report” shall mean the monthly report prepared by the Sub-Servicer setting forth, with respect to each Mortgage Loan
and Serviced Pari Passu Companion Loan and the most recently ended Collection Period prior to the due date of such report, the
information described on Exhibit L attached hereto.


“Serviced
Loan Combination” shall mean the Mortgage Loan identified as Marriott Midwest Portfolio and the Serviced Pari Passu Companion
Loan.


“Serviced
Pari Passu Companion Loan” shall mean the Marriott Midwest Portfolio Pari Passu Companion Loan.


“Sub-Servicer
Collection Account” shall have the meaning set forth in Section 3.01(c)(9) of this Agreement.


“Sub-Servicer
Loan Combination Custodial Account” shall have the meaning specified in Section 3.01(c)(10) of this Agreement.


“Sub-Servicer
Remittance Amount” shall mean, with respect to any date, an amount equal to, without duplication, (a) the sum of (i)
the aggregate of the amounts on deposit in the Sub-Servicer Collection Account as of such date, (ii) the aggregate of the amounts
on deposit in the Sub-Servicer Loan Combination Custodial Account, (iii) the aggregate of all other amounts received with respect
to the Mortgage Loans and the Serviced Pari Passu Companion Loan as of such date to the extent not previously remitted to the Master
Servicer, and (iv) and the aggregate amount of Compensating Interest Payments deposited by the Sub-Servicer in the Sub-Servicer
Collection Account and the Sub-Servicer Loan Combination Custodial Account as required by Section 3.13 of the Pooling and Servicing
Agreement as incorporated herein pursuant to Section 3.01(c)(22) of this Agreement; net of (b) the portion of the amount
described in subclause (a) of this definition that represents one or more of the following: (i) Escrow Payments, or (ii) any amounts
that the Sub-Servicer is entitled to retain as compensation pursuant to Section 3.12 of the Pooling and Servicing Agreement as
incorporated herein pursuant to Section 3.01(c)(20) of this Agreement.


“Sub-Servicer
Remittance Date” shall mean the first Business Day after each Determination Date.


“Sub-Servicing
Fee” shall mean, with respect to each Mortgage Loan and Serviced Pari Passu Companion Loan, the fee payable to the Sub-Servicer
pursuant to Section 3.01(c)(20) of this Agreement.



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“Sub-Servicing
Fee Rate” shall mean, with respect to each Mortgage Loan and Serviced Pari Passu Companion Loan, the rate that corresponds
to such Mortgage Loan or Serviced Pari Passu Companion Loan set forth on Exhibit A hereto under the heading “Sub-Servicing
Fee %.”


“Task List”
shall mean the task list attached hereto as Exhibit K.


ARTICLE
II



MASTER SERVICER’S ENGAGEMENT OF SUB-SERVICER

TO PERFORM SERVICING RESPONSIBILITIES


Section 2.01     Contract for Servicing; Possession of Loan Documents.


The Master Servicer,
by execution and delivery of this Agreement, does hereby contract with the Sub-Servicer, subject to the terms of this Agreement,
for the servicing of the Mortgage Loans and the Serviced Pari Passu Companion Loan. On and after the Closing Date, the Sub-Servicer
shall hold any portion of the Servicing File or the Mortgage File (including without limitation, any original letter of credit)
in the possession of the Sub-Servicer in trust by the Sub-Servicer, on behalf of the Master Servicer for the benefit of the Trustee.
The Sub-Servicer’s possession of any portion of the Servicing File or the Mortgage File shall be at the will of the Master
Servicer and the Trustee for the sole purpose of facilitating the servicing or the supervision of servicing of the related Mortgage
Loan and related Serviced Pari Passu Companion Loan pursuant to this Agreement, and such retention and possession by the Sub-Servicer
shall be in a custodial capacity only. Any portion of the Servicing File or the Mortgage File retained by the Sub-Servicer shall
be identified to reflect clearly the ownership of the related Mortgage Loan by the Trustee and ownership of the Serviced Pari Passu
Companion Loan by the Companion Loan Holder. The Sub-Servicer shall release from its custody any Servicing File or any Mortgage
File retained by it only in accordance with this Agreement and the Pooling and Servicing Agreement. Within thirty (30) days following
the Closing Date the Sub-Servicer shall provide to the Master Servicer a certification executed by a duly authorized officer of
the Sub-Servicer, certifying to the Master Servicer as to the original letters of credit held by the Sub-Servicer and identifying
the letters of credit, the amounts of the letters of credit and the Mortgage Loans to which they relate. The Sub-Servicer shall
provide to the Master Servicer as soon as practicable after request therefor by the Master Servicer a copy of any documents held
by it with respect to any Mortgage Loan or the Serviced Pari Passu Companion Loan. During the term of this Agreement, upon the
request of the Master Servicer, without limiting any obligation in any other provision in this Agreement, the Sub-Servicer will
also provide to the Master Servicer a copy of any lease, amendments to Loan Documents and other documents in its possession related
to the Mortgaged Property securing the related Mortgage Loan or related to the Mortgage Loan or the Serviced Pari Passu Companion
Loan.


Section 2.02     Notice of Breach of Representations and Warranties; Repurchase Request.


Following receipt
of the applicable Loan Purchase Agreement, the Master Servicer shall provide a copy of the applicable Loan Purchase Agreement to
the Sub-Servicer. The Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after the Sub-Servicer
(a) discovers or receives notice alleging a Document Defect or a Breach (without



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implying
any duty of the Sub-Servicer to make, or to attempt to make, such a discovery), (b) receives a Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection, or (c) receives a Certificateholder Repurchase Request or a PSA
Party Repurchase Request, in each case with respect to a Mortgage Loan. The Sub-Servicer shall also provide to the Master Servicer
(a) a copy of any such Repurchase Request, Certificateholder Repurchase Request or PSA Party Repurchase Request received by the
Sub-Servicer and (b) such other information in the possession of the Sub-Servicer requested by the Master Servicer as would permit
the Master Servicer to comply with its obligations under Section 2.03 of the Pooling and Servicing Agreement.


 


Section 2.03     Notice of Change of the Special Servicer, the Operating Advisor or the Controlling Class Representative.


The Master Servicer
shall promptly forward to the Sub-Servicer any notice received by it under the Pooling and Servicing Agreement of any resignation,
replacement or other change of the Special Servicer, the Operating Advisor or the Controlling Class Representative.


Section 2.04     Power of Attorney.


The Master Servicer shall
(i) within 30 days after the Closing Date, furnish to the Sub-Servicer original powers of attorney in a form mutually agreed to
by the Master Servicer and the Sub-Servicer, and (ii) upon request, furnish, or cause to be furnished, to the Sub-Servicer any
powers of attorney in a form mutually agreed to by the Master Servicer and the Sub-Servicer and other documents necessary or appropriate
to enable the Sub-Servicer to carry out its servicing and administrative duties hereunder; provided that the Master Servicer
shall not be held responsible or liable for any acts of the Sub-Servicer, or for any negligence with respect to, or misuse of,
any such power of attorney by the Sub-Servicer. Notwithstanding anything contained herein to the contrary, the Sub-Servicer shall
not, without the Master Servicer’s written consent: (i) initiate any action, suit or proceeding solely under the Master
Servicer’s name without indicating the Sub-Servicer’s representative capacity, unless prohibited by any requirement
of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required
by such jurisdiction (provided that the Sub-Servicer shall then provide five (5) Business Days’ written notice to the Master
Servicer of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment
of the Sub-Servicer made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall
not be required to obtain the Master Servicer’s consent or indicate the Sub-Servicer’s representative capacity; or
(ii) take any action with the intent to cause, and that actually causes, the Master Servicer to be registered to do business in
any state. In addition, the Sub-Servicer shall not take any action, in the use of any such power of attorney or otherwise, that
would violate the prohibitions applicable to the Master Servicer in Section 3.01(a) of the Pooling and Servicing Agreement. The
Sub-Servicer shall indemnify the Master Servicer for any and all costs, liabilities and expenses incurred by the Master Servicer
in connection with the negligent or willful misuse of such powers of attorney by the Sub-Servicer or its agents or subcontractors,
as applicable.


 



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ARTICLE
III



SERVICING OF THE MORTGAGE LOANS AND THE SERVICED PARI PASSU COMPANION LOAN


Section 3.01     Sub-Servicer to Service.


(a)            The Sub-Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the Serviced Pari Passu
Companion Loan on behalf of the Trust Fund and Trustee (for the benefit of the Certificateholders or in the case of the Serviced
Pari Passu Companion Loan for the benefit of the Certificateholders and the Companion Loan Holder as a collective whole as if
such Certificateholders and Companion Loan Holder constituted a single lender, subject to the terms and conditions of the related
Co-Lender Agreement) as determined in the good faith and reasonable judgment of the Sub-Servicer in accordance with: (i) any and
all applicable laws; (ii) the express terms of this Agreement, the Pooling and Servicing Agreement, the Loan Documents and, in
the case of the Serviced Pari Passu Companion Loan, the related Co-Lender Agreement, and (iii) to the extent consistent with the
foregoing, the Servicing Standard under the Pooling and Servicing Agreement.


 


(b)           The Sub-Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer as set forth
in those sections of the Pooling and Servicing Agreement specifically incorporated herein pursuant to Section 3.01(c) of
this Agreement (the “Incorporated Sections”), as modified by Section 3.01(c) of this Agreement, and the
Master Servicer shall have the same rights with respect to the Sub-Servicer that the Trustee, the Certificate Administrator, the
Custodian, the Depositor, the Rule 17g-5 Information Provider, the Asset Representations Reviewer, the Underwriters, the Controlling
Class Representative, the Operating Advisor, the Rating Agencies, the Certificateholders, the Serviced Companion Loan Holder and
the Special Servicer (including, without limitation, the right of the Special Servicer to direct the Master Servicer during certain
periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Sub-Servicer
is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing,
and subject to Section 3.22 of the Pooling and Servicing Agreement as modified herein, the Sub-Servicer shall service and administer
all of the Mortgage Loans and the Serviced Pari Passu Companion Loan so long as they are not Specially Serviced Loans; provided,
however, that the Sub-Servicer shall continue to receive payments (and provide notice to the Master Servicer of such payments),
collect information and prepare and deliver reports to the Master Servicer required hereunder with respect to any Mortgage Loan
or Serviced Pari Passu Companion Loan that is a Specially Serviced Loans, and render such incidental services with respect to any
Specially Serviced Loans as and to the extent as may be specifically provided for herein with respect to any Specially Serviced
Loans to the extent such provisions of the Pooling and Servicing Agreement are incorporated herein pursuant to Section 3.01(c)
of this Agreement, and further to render such incidental services with respect to any Specially Serviced Loans as are specifically
provided for under Section 3.01(c) of this Agreement. All references herein to the respective duties of the Sub-Servicer
and the Special Servicer, and to the areas in which they may exercise discretion, shall be subject to Section 3.22 of the Pooling
and Servicing Agreement, as modified herein, and to the Special Servicer’s rights to service Specially Serviced Loans. Except
as otherwise set forth below, for purposes of this Agreement, (i) references to the



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Trustee, the Certificate Administrator,
the Custodian, the Depositor, the Rule 17g-5 Information Provider, the Special Servicer, the Underwriters, the Operating Advisor,
the Asset Representations Reviewer, the Controlling Class Representative, the Rating Agencies, the Serviced Companion Loan Holder
and the Certificateholders in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references
to the Master Servicer hereunder, (ii) references to the Master Servicer in the Incorporated Sections (and in the defined terms
used therein) shall be deemed to be references to the Sub-Servicer hereunder, (iii) references to the Mortgage Loans (as defined
in the Pooling and Servicing Agreement), the Serviced Loan Combination (as defined in the Pooling and Servicing Agreement) and
the Serviced Pari Passu Companion Loans or the Serviced Companion Loans (each as defined in the Pooling and Servicing Agreement)
in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans (as
defined in this Agreement), the Serviced Loan Combination (as defined in this Agreement) and the Serviced Pari Passu Companion
Loan (as defined in this Agreement), respectively, and (iv) references to the Pooling and Servicing Agreement in the Incorporated
Sections (and in the defined terms used therein) shall be deemed to be references to this Agreement (such modifications of the
Incorporated Sections (and of the defined terms used therein) pursuant to clauses (i) through (iv) of this sentence shall be referred
to herein as the “References Modification”). In each case where the Master Servicer is given any power to act
under the provisions of the Incorporated Sections, such power is hereby delegated to the Sub-Servicer to the extent necessary
to perform its obligations under this Agreement and subject to any restrictions in this Agreement. The Sub-Servicer shall perform
the duties and obligations allocated to the Sub-Servicer as reflected on the Task List. To the extent of any conflict or inconsistency
between the Task List and this Agreement (other than the Task List), this Agreement shall control.


Without limiting
the generality of the foregoing, with respect to any requirement in an Incorporated Section for the Master Servicer to provide
notices or documents to, or otherwise communicate with, any other party to the Pooling and Servicing Agreement, it is the intent
of the parties hereto that, except as required by Article X of the Pooling and Servicing Agreement as incorporated herein and except
as expressly set forth herein, the Sub-Servicer provide such notices or documents to, or otherwise communicate with, the Master
Servicer, and the Master Servicer provide such notices or documents to, or otherwise communicate with, the other party or parties
to the Pooling and Servicing Agreement.


(c)           The following Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c),
are hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the
References Modification, are hereby further modified as set forth below:


(1)           Section 1.02. The determination as to the application of amounts collected in respect of any Mortgage Loan or the
Serviced Pari Passu Companion Loan, to the extent the application is not governed by the express provisions of the related Mortgage
Note or Mortgage, shall be made by the Master Servicer in accordance with Section 1.02(d) of the Pooling and Servicing Agreement.


(2)           Section 2.05. Section 2.05(a)(i) of the Pooling and Servicing Agreement shall be deemed modified to read “The
Sub-Servicer is a limited liability company duly organized,



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validly existing and in good standing
under the laws of Delaware, and the Sub-Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement.” The Sub-Servicer hereby represents
and warrants to the Master Servicer, as of the date hereof, that (i) each insurance policy and fidelity bond referenced in Section
3.08(c) of the Pooling and Servicing Agreement will name the Master Servicer as an additional insured and loss payee (which insurance
policy and fidelity bond, as applicable, naming the Master Servicer as an additional insured and loss payee will be provided to
the Master Servicer within thirty (30) days after the Closing Date), (ii) the net worth of the Sub-Servicer determined in accordance
with generally accepted accounting principles is not less than $2 million, and (iii) the Sub-Servicer is authorized to transact
business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required
by applicable law to the extent necessary to ensure the enforceability of the related Mortgage Loans or the compliance with its
obligations under this Agreement and the Master Servicer’s obligations under the Pooling and Servicing Agreement.


(3)           Sections 3.01(a), (b), (e) and (k). Without limiting the generality of the obligations of the Sub-Servicer hereunder,
the Sub-Servicer shall monitor and certify on a quarterly basis, starting with the quarter ending in June of 2016 (provided that
the first such certification shall cover the period from the Closing Date to the end of such quarter), within thirty (30) days
of the end of such quarter the information on each Mortgage Loan and the Serviced Pari Passu Companion Loan as required by, and
in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(33) of this Agreement. In addition,
without limiting the generality of the foregoing, the Sub-Servicer shall take all necessary action to continue all UCC Financing
Statements in favor of the originator of each Mortgage Loan (or the Serviced Loan Combination) or in favor of any assignee prior
to the expiration of such UCC Financing Statements. The Sub-Servicer shall not modify, amend, waive or otherwise consent to any
change of the terms of any Mortgage Loan or Serviced Pari Passu Companion Loan except as allowed by this Agreement (including Section
3.01(c)(30) of this Agreement).


(4)           Sections 3.01(c) and (d). Clauses (i), (ii) and (iv) of the definition of “References Modification” shall
not apply to this Section 3.01(c)(4). Each provision of Section 3.01(c) of the Pooling and Servicing Agreement shall be
enforceable against the Sub-Servicer in accordance with the terms thereof. The Sub-Servicer may not enter into any new Sub-Servicing
Agreements in connection with the Mortgage Loans. The Sub-Servicer shall not commence any foreclosure or similar proceedings with
respect to any Mortgaged Property without the consent of the Master Servicer, and the Sub-Servicer shall not take any action that
the Master Servicer would be prohibited from taking under the Pooling and Servicing Agreement.


(5)           Section 3.03(a). Without the express written consent of the Master Servicer, the Sub-Servicer shall not waive any
Penalty Charge. The Sub-Servicer shall promptly forward to the Master Servicer all financial statements, budgets, operating statements
and rent rolls collected by the Sub-Servicer within the timeframe set forth in Section 3.01(c)(33) hereof.


(6)           Section 3.04(a). Without limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer
shall monitor and certify to the information on each Mortgage Loan and the Serviced Pari Passu Companion Loan with respect to taxes,
insurance premiums, assessments, ground rents and other similar items on a quarterly basis starting for the



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quarter ending in June of 2016 (provided
that the first such certification shall cover the period from the Closing Date to the end of such quarter), within thirty (30)
days of the end of such quarter as required by, and in the form of, Exhibit E attached hereto, pursuant to Section
3.01(c)(33) of this Agreement. Upon the occurrence of an insured loss at a Mortgaged Property, the Sub-Servicer shall notify
the Master Servicer of the loss and the Sub-Servicer’s receipt of the proceeds paid under such insurance policy. With respect
to non-escrowed payments, when the Sub-Servicer becomes aware in accordance with the Servicing Standard that a Mortgagor has failed
to make any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item
before the applicable penalty or termination date, the Sub-Servicer shall promptly notify the Master Servicer. The Sub-Servicer
shall not be obligated to make any Property Advance, except as provided for in Section 3.01(c)(27) of this Agreement.


(7)           Section 3.04(b) and (d). The creation of any Escrow Account shall be evidenced by a certification in the form of
Exhibit F attached hereto and a copy of such certification shall be furnished to the Master Servicer within three
(3) calendar days after the Closing Date and thereafter to the Master Servicer upon any transfer of any Escrow Account. Without
the express written consent of the Master Servicer, the Sub-Servicer shall not (A) waive or extend the date set forth in any agreement
governing reserve funds by which the required repairs and/or capital improvements at the related Mortgaged Property must be completed
or (B) release any earn-out reserve funds or return any related letters of credit delivered in lieu of earn-out reserve funds;
provided that the Sub-Servicer may grant such a waiver or perform such release or return without the consent of the Master Servicer
if such waiver release or return, as the case may be, is a Master Servicer Decision.


(8)           Section 3.04(e). The Sub-Servicer shall promptly notify the Master Servicer of any failure by a Mortgagor to perform
the obligations described in Section 3.04(e) of the Pooling and Servicing Agreement.


(9)           Section 3.05(a). The Sub-Servicer shall establish a custodial account (hereinafter the “Sub-Servicer Collection
Account”), meeting all of the requirements of the Collection Account, and references to the Collection Account shall
be references to such Sub-Servicer Collection Account. The creation of any Sub-Servicer Collection Account shall be evidenced by
a certification in the form of Exhibit F attached hereto and a copy of such certification shall be furnished to the
Master Servicer on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Sub-Servicer Collection
Account. Notwithstanding the third paragraph of Section 3.05(a) of the Pooling and Servicing Agreement, the Sub-Servicer shall
deposit into the Sub-Servicer Collection Account and include in its Sub-Servicer Remittance Amount all Prepayment Interest Excess
and all charges for beneficiary statements or demands, Assumption Fees, Modification Fees, extension fees or amounts collected
for Mortgagor checks returned for insufficient funds collected by the Sub-Servicer to the extent not constituting Additional Sub-Servicing
Compensation, including, without limitation, all Penalty Charges. Any amounts of additional servicing compensation payable to the
Special Servicer pursuant to Section 3.12(c) of the Pooling and Servicing Agreement shall be remitted to the Special Servicer by
the Sub-Servicer. For purposes of the last paragraph of Section 3.05(a) of the Pooling and Servicing Agreement, the Master Servicer
shall direct the Special Servicer to make payment of amounts referenced therein with respect to any Specially



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Serviced Loans (including, but not
limited to, principal payments and Principal Prepayments, interest payments, late payment charges and other Penalty Charges, and
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, as more fully described in the Pooling and Servicing Agreement)
directly to the Sub-Servicer for deposit in the Sub-Servicer Collection Account.


(10)         Section 3.05A. The Sub-Servicer shall establish a collection account (hereinafter the “Sub-Servicer Loan
Combination Custodial Account”), meeting all of the requirements of the Loan Combination Custodial Account, and references
to the Loan Combination Custodial Account shall be references to such Sub-Servicer Loan Combination Custodial Account. The creation
of any Sub-Servicer Loan Combination Custodial Account shall be evidenced by a certification in the form of Exhibit F
attached hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and
thereafter to the Master Servicer upon any transfer of the Sub-Servicer Loan Combination Custodial Account. Notwithstanding Section
3.05A(b) of the Pooling and Servicing Agreement, the Sub-Servicer shall deposit into the Sub-Servicer Loan Combination Custodial
Account and include in its Sub-Servicer Remittance Amount all Prepayment Interest Excess and all charges for beneficiary statements
or demands, Assumption Fees, Modification Fees, extension fees or amounts collected for Mortgagor checks returned for insufficient
funds collected by the Sub-Servicer to the extent not constituting Additional Sub-Servicing Compensation, including, without limitation,
all Penalty Charges. Any amounts of additional servicing compensation payable to the Special Servicer pursuant to Section 3.12(c)
of the Pooling and Servicing Agreement shall be remitted to the Special Servicer by the Sub-Servicer. For purposes of Section 3.05A(c)
of the Pooling and Servicing Agreement, the Master Servicer shall direct the Special Servicer to make payment of amounts referenced
therein with respect to any Specially Serviced Loans (including, but not limited to, principal payments and Principal Prepayments,
interest payments, late payment charges and other Penalty Charges, and Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds, as more fully described in the Pooling and Servicing Agreement) directly to the Sub-Servicer for deposit in the Sub-Servicer
Loan Combination Custodial Account.


(11)         Section 3.06 is not incorporated herein. The Sub-Servicer may, from time to time, make withdrawals from the Sub-Servicer
Collection Account (or the applicable subaccount of the Sub-Servicer Collection Account exclusive of the Sub-Servicer Loan Combination
Custodial Account) for any of the following purposes (the order set forth below not constituting an order of priority for such
withdrawals):


(i)            to remit to the Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to
Section 3.01(c)(34) of this Agreement;


(ii)           to pay itself earned and unpaid Sub-Servicing Fees in respect of each Mortgage Loan and Specially Serviced Loan, the Sub-Servicer’s
right to payment of its Sub-Servicing Fee pursuant to this clause (ii) with respect to any Mortgage Loan or Specially Serviced
Loan being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments,



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Liquidation Proceeds, Insurance
Proceeds or Condemnation Proceeds) that are allocable as a recovery of interest thereon;


(iii)          to pay itself, with respect to any Mortgage Loan any related earned Sub-Servicing Fee that remained unpaid in accordance
with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan and the deposit into the
Sub-Servicer Collection Account of all amounts received in connection therewith;


(iv)          to pay itself, as additional servicing compensation in accordance with Section 3.12(a) of the Pooling and Servicing Agreement,
interest and investment income earned in respect of amounts held in the Sub-Servicer Collection Account as provided in Section
3.01(c)(13) of this Agreement (but only to the extent of the net investment earnings with respect to the Sub-Servicer Collection
Account for the period from and including the prior Sub-Servicer Remittance Date to and including such Sub-Servicer Remittance
Date);


(v)           to pay itself any items of additional servicing compensation to which it is entitled pursuant to Section 3.01(c)(20)
of this Agreement;


(vi)          to remove any amounts deposited in the Sub-Servicer Collection Account in error;


(vii)         to pay itself any amounts payable to the Sub-Servicer pursuant to Section 6.03 of the Pooling and Servicing Agreement, but
only to the extent allowed by the Pooling and Servicing Agreement and Section 3.03 of this Agreement;


(viii)        to reimburse itself for any unreimbursed Property Advance made pursuant to Section 3.01(c)(27) of this Agreement,
if not reimbursed by the Master Servicer within the time required by Section 3.01(c)(27) of this Agreement; and


(ix)          to clear and terminate the Sub-Servicer Collection Account at the termination of this Agreement.


The second paragraph
of Section 3.06(a) of the Pooling and Servicing Agreement is incorporated herein. The Sub-Servicer shall keep and maintain separate
accounting records, on a Mortgage Loan-by-Mortgage Loan basis for the purpose of justifying any withdrawal, debit or credit from
the Sub-Servicer Collection Account. On each Sub-Servicer Remittance Date, all income and gain realized from investment of funds
to which the Sub-Servicer is entitled shall be subject to withdrawal by such Sub-Servicer.


(12)         Section 3.06A is not incorporated herein. The Sub-Servicer may, from time to time, make withdrawals from the Sub-Servicer
Loan Combination Custodial Account for any of the following purposes (the order set forth below not constituting an order of priority
for such withdrawals):



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(i)           to remit
to the Master Servicer for deposit in the Loan Combination Custodial Account the amounts required to be so deposited pursuant to
the last paragraph of this Section 3.01(c)(12);


(ii)          to pay
itself earned and unpaid Sub-Servicing Fees, with respect to the Serviced Loan Combination in respect thereof, the Sub-Servicer’s
right to payment pursuant to this clause (ii) with respect to any Serviced Loan Combination being limited to amounts on
deposit in the Sub-Servicer Loan Combination Custodial Account that are received on or in respect of on such Serviced Loan Combination
(whether in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds) that are allocable as recovery
of interest thereon;


(iii)         to
pay itself, with respect to any Loan Combination any related earned Sub-Servicing Fee that remained unpaid in accordance with clause
(ii) above following a Final Recovery Determination made with respect to such Loan Combination and the deposit into the Sub-Servicer
Collection Account of all amounts received in connection therewith;


(iv)         to pay
itself as additional servicing compensation in accordance with Section 3.12(a) of the Pooling and Servicing Agreement, interest
and investment income earned in respect of amounts held in the Sub-Servicer Loan Combination Custodial Account as provided in Section
3.01(c)(13) of this Agreement (but only to the extent of the net investment earnings with respect to the Sub-Servicer Loan
Combination Custodial Account for the period from and including the prior Sub-Servicer Remittance Date to and including such Sub-Servicer
Remittance Date);


(v)          to pay
itself any items of additional servicing compensation to which it is entitled pursuant to Section 3.01(c)(20) of this Agreement;


(vi)         to remove
any amounts deposited in the Sub-Servicer Loan Combination Custodial Account in error;


(vii)        to
pay itself any amounts payable to the Sub-Servicer pursuant to Section 6.03 of the Pooling and Servicing Agreement, but only to
the extent allowed by the Pooling and Servicing Agreement and Section 3.03 of this Agreement;


(viii)       to
reimburse itself, for any unreimbursed Property Advance made pursuant to Section 3.01(c)(27) of this Agreement, if not reimbursed
by the Master Servicer within the time required by Section 3.01(c)(27) of this Agreement; and


(ix)          to clear
and terminate the Sub-Servicer Loan Combination Custodial Account at the termination of this Agreement.



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The second paragraph
of Section 3.06A(a) of the Pooling and Servicing Agreement is incorporated herein. The Sub-Servicer shall keep and maintain separate
accounting records, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis for the purpose of justifying
any withdrawal, debit or credit from the Sub-Servicer Loan Combination Custodial Account. Upon written request, the Sub-Servicer
shall provide to the Master Servicer such records.


On the earlier of
the Sub-Servicer Remittance Date or the Other Determination Date Remittance Date in each calendar month, the Sub-Servicer shall
remit to the related Master Servicer an amount equal to the portion of the Sub-Servicer Remittance Amount allocable to such Serviced
Loan Combination for such date.  Each remittance required to be made to the Master Servicer on the Sub-Servicer Remittance
Date or the Other Determination Date Remittance Date shall be made by wire transfer and shall be made by 4:00 p.m. Charlotte, North
Carolina time on such date.  Each month, by 4:00 p.m. Charlotte, North Carolina time, on the first Business Day after receipt
of any Sub-Servicer Remittance Amount (i) between the Sub-Servicer Remittance Date and the Distribution Date if the related remittance
was made on the Sub-Servicer Remittance Date, or (ii) between the Other Determination Date Remittance Date and the “determination
date” as such term or similar term is defined in the Other Pooling and Servicing Agreement if the related remittance was
made on the Other Determination Date Remittance Date, the Sub-Servicer shall forward to the Master Servicer by wire transfer the
Sub-Servicer Remittance Amount allocable to the Serviced Loan Combination for such date.  Immediately after receipt of any
delinquent payment on a Serviced Loan Combination, the Sub-Servicer shall remit to the Master Servicer on such Business Day such
delinquent payment and any related Penalty Charges (excluding any amounts to which the Sub-Servicer is entitled as compensation
pursuant to Section 3.12 of the Pooling and Servicing Agreement as incorporated herein pursuant to Section 3.01(c)(20) of
this Agreement).  Section 3.01(c)(33) of this Agreement sets forth certain reporting requirements with respect to such
remittances.  If any check or other form of payment received by the Sub-Servicer with respect to a Serviced Loan Combination
is returned for insufficient funds and the Sub-Servicer has previously remitted cash in the amount of such payment to the Master
Servicer, the Master Servicer shall reimburse the Sub-Servicer for such amount within three (3) Business Days after the Master
Servicer receives notification from the Sub-Servicer of such insufficient funds.


(13)         Section 3.07 is not incorporated herein. The Sub-Servicer may invest funds in the Sub-Servicer Collection Account,
the Sub-Servicer Loan Combination Custodial Account and any Escrow Account maintained by the Sub-Servicer on the same terms as
the Master Servicer may invest funds in the Collection Account, the Loan Combination Custodial Account and any Escrow Account,
and subject to the same rights, restrictions, requirements and obligations regarding maturity dates, gains, losses, withdrawals,
possession, characteristics and control of Permitted Investments and Permitted Investments payable on demand. Without limiting
the generality of the foregoing, (A) any investment of funds in the Sub-Servicer Collection Account, the Sub-Servicer Loan Combination
Custodial Account and/or any Escrow Account shall be made in the name of the Trustee or a nominee of the Trustee (in each case
for the benefit of the Certificateholders) and (B) the Sub-Servicer, on behalf of the Trustee, shall take the actions described
in Section 3.07 of the Pooling and Servicing Agreement as applicable to the Master Servicer necessary to perfect the Trustee’s
interest in Permitted Investments.



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(14)         Section 3.08(a). References to the Collection Account shall be references to the Sub-Servicer Collection Account.
All insurance policies caused to be maintained by the Sub-Servicer hereunder shall also name the Master Servicer as additional
insured and loss payee. Within fifteen (15) days after the Closing Date, the Sub-Servicer shall forward to the Master Servicer,
for each Mortgage Loan, a fully completed certificate of insurance in the form of Exhibit H attached hereto. Without
limiting the generality of the obligations of the Sub-Servicer hereunder, the Sub-Servicer shall monitor and certify as to the
status of insurance policies relating to the Mortgage Loans and the Serviced Pari Passu Companion Loan on a quarterly basis starting
for the quarter ending in June of 2016 (provided that the first such certification shall cover the period from the Closing Date
to the end of such quarter), within thirty (30) days of the end of such quarter as required by, and in the form of, Exhibit
E attached hereto, pursuant to Section 3.01(c)(33) of this Agreement. The Sub-Servicer shall promptly notify the
Master Servicer of any Mortgaged Property that is not insured against terrorist or similar acts. The Master Servicer or the Special
Servicer shall make all determinations with respect to terrorism insurance matters required to be made under Section 3.08 of the
Pooling and Servicing Agreement, and the Sub-Servicer shall reasonably cooperate with the Master Servicer in connection therewith.


(15)         Section 3.08(b). References to the Collection Account shall be references to the Sub-Servicer Collection Account.


(16)         Section 3.08(c). The blanket fidelity bond and the errors and omissions insurance policy required hereunder shall
name the Master Servicer as an additional insured and loss payee. The Sub-Servicer shall provide a certificate of insurance to
the Master Servicer evidencing the blanket fidelity bond and the errors and omissions insurance policy required hereunder on or
before June 30 of each year, beginning June 30, 2016. The Sub-Servicer shall be allowed to provide self-insurance with respect
to the blanket fidelity bond and the errors and omissions insurance policy required under this Section 3.01(c)(16) under
the terms and conditions applicable to the Master Servicer under Section 3.08(c) of the Pooling and Servicing Agreement.


(17)         Section 3.09. With respect to any assumption, transfer or other action contemplated by Section 3.09 of the Pooling
and Servicing Agreement, the Sub-Servicer shall perform the obligations of the Master Servicer under Section 3.09 of the Pooling
and Servicing Agreement (including dealing directly with the Special Servicer on matters for which the Pooling and Servicing Agreement
requires the Master Servicer to deal with the Special Servicer) without the approval of the Master Servicer, but subject to all
requirements and restrictions set forth in Section 3.09 of the Pooling and Servicing Agreement; provided, however, that the Sub-Servicer
shall copy the Master Servicer on all correspondence to the Special Servicer regarding such matters and the Sub-Servicer shall
prepare any package and analysis necessary to obtain any required Rating Agency Confirmation and forward such package to the Master
Servicer for the Master Servicer to deal with the Rating Agencies. For avoidance of doubt, the Sub-Servicer shall not approve or
consent to any assumption, transfer or other action contemplated by Section 3.09 of the Pooling and Servicing Agreement that would
require the Special Servicer’s consent if performed by the Master Servicer without the consent of the Special Servicer. With
respect to any defeasance contemplated by Section 3.09(d) of the Pooling and Servicing Agreement, the Sub-Servicer shall perform
the obligations of the Master Servicer under Section 3.09(d) of the



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Pooling and Servicing Agreement, but
subject to all requirements and restrictions set forth in Section 3.09(d) of the Pooling and Servicing Agreement. For the avoidance
of doubt, the Sub-Servicer will not process any defeasance contemplated by Section 3.09(d) of the Pooling and Servicing Agreement
without the prior written consent of the Master Servicer. With respect to any such defeasance, the Sub-Servicer shall deliver
to the Master Servicer (not the Rating Agencies) a certification substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit DD prior to the Master Servicer’s delivery of such certification to the Rating Agencies.


(18)         Section 3.10. Clauses (i), (ii) and (iv) of the definition of “References Modification” shall not apply
to this Section 3.01(c)(18). On the last Business Day of each month, the Sub-Servicer shall provide to the Master Servicer
a CREFC® Delinquent Loan Status Report, provided that the information set forth in such report shall be as
of the close of business on the Business Day immediately preceding the delivery of such report; provided, further, that from the
Closing Date until thirty (30) days following written notice by the Master Servicer to the Sub-Servicer of the Master Servicer’s
decision to require delivery of the CREFC® Delinquent Loan Status Report, the Sub-Servicer shall not be required
to deliver a CREFC® Delinquent Loan Status Report. Notwithstanding the foregoing, no CREFC® Delinquent
Loan Status Report shall be required under this Section 3.01(c)(18) in any month in which the Monthly Payments for all Mortgage
Loans and the Serviced Pari Passu Companion Loan have been collected as of the related Determination Date. The Master Servicer
shall forward to the Sub-Servicer information and reports received from the Special Servicer necessary to prepare such reports
(or shall cause the Special Servicer to deliver such information and reports to the Sub-Servicer).


(19)         Section 3.11. The references to the Collection Account in Section 3.11(a) of the Pooling and Servicing Agreement
shall be references to the Sub-Servicer Collection Account. No expense incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Sub-Servicer Collection Account.


(20)         Section 3.12(a). References to the Servicing Fee shall be references to the Sub-Servicing Fee and references to the
Servicing Fee Rate shall be references to the Sub-Servicing Fee Rate. All references to the Collection Account shall be references
to the Sub-Servicer Collection Account and all references to the Loan Combination Custodial Account shall be references to the
Sub-Servicer Loan Combination Custodial Account. The Sub-Servicer shall be entitled to retain, and shall not be required to deposit
in the Sub-Servicer Collection Account or the Sub-Servicer Loan Combination Custodial Account, as applicable, additional servicing
compensation in the form of the following items to the extent collected from the related Mortgagor (the following items together
with the items in clauses (i) through (vi) below, collectively, “Additional Sub-Servicing Compensation”):
(i) 100% of that portion of any Excess Modification Fees to which the Master Servicer is entitled pursuant to Section 3.12(a) of
the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant
to Section 3.01(c)(30) of this Agreement, (ii) 100% of that portion of any assumption application fees and other similar
items to which the Master Servicer is entitled pursuant to Section 3.12(a) of the Pooling and Servicing Agreement collected by
the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section 3.01(c)(17) of this Agreement,
(iii) 80% of that portion of any Assumption Fees, Consent Fees and other similar fees (other than assumption application fees and
defeasance fees)



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to which the Master Servicer is entitled
under Section 3.12(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer in connection with matters performed
by the Sub-Servicer pursuant to Section 3.01(c)(17) or Section 3.01(c)(30) of this Agreement, (iv) in the case of
any Mortgage Loan that is an ARD Mortgage Loan, 80% of that portion of any extension fee to which the Master Servicer is entitled
pursuant to Section 3.12(a) of the Pooling and Servicing Agreement to the extent actually paid by the related Mortgagor in connection
with the Mortgagor’s option to exercise the related Anticipated Repayment Date option pursuant to the related Loan Documents,
(v) 100% of that portion of any defeasance fees to which the Master Servicer is entitled under Section 3.12(a) of the Pooling
and Servicing Agreement collected by the Sub-Servicer in connection with matters performed by the Sub-Servicer pursuant to Section
3.01(c)(17) of this Agreement, and (vi) 100% of any Ancillary Fees to which the Master Servicer is entitled under Section
3.12(a) of the Pooling and Servicing Agreement collected by the Sub-Servicer with respect to the Mortgage Loans or the Serviced
Pari Passu Companion Loan. The Sub-Servicer shall be entitled to (a) interest or other income earned on deposits relating to the
Trust Fund in the Sub-Servicer Collection Account and the Sub-Servicer Loan Combination Custodial Account in accordance with Section
3.01(c)(13) of this Agreement, (b) interest or other income earned on deposits in any Escrow Account maintained by the
Sub-Servicer which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, (c) in respect
of any Distribution Date, Prepayment Interest Excesses collected on the Mortgage Loans (to the extent not offset by Prepayment
Interest Shortfalls with respect to all of the Mortgage Loans (as defined in the Pooling and Servicing Agreement) or required
to be paid as Compensating Interest Payments with respect to all of the Mortgage Loans (as defined in the Pooling and Servicing
Agreement) and the Serviced Pari Passu Companion Loan), and (d) 100% of any charges for processing Mortgagor Requests (other than
requests for actions otherwise addressed in this Section 3.01(c)(20)) processed by the Sub-Servicer. Notwithstanding anything
to the contrary herein, the Master Servicer shall be entitled to charge and retain 100% of any reasonable review fees (to the
extent such review fees are not prohibited under the related Loan Documents and only to the extent actually paid by the related
Mortgagor) in connection with any Mortgagor request that requires the consent or approval of the Master Servicer or Rating Agency
Confirmation. The Sub-Servicer shall not be entitled to any Penalty Charges to which the Master Servicer is entitled pursuant
to the Pooling and Servicing Agreement. The Sub-Servicer shall remit to the Master Servicer all additional servicing compensation
collected by the Sub-Servicer to the extent not constituting Additional Sub-Servicing Compensation, including, without limitation,
all Penalty Charges.


(21)         Section 3.12(c) is not incorporated herein.


(22)         Section 3.13. The Sub-Servicer shall deposit all Compensating Interest Payments in the Sub-Servicer Collection Account
or the Sub-Servicer Loan Combination Custodial Account, as applicable, on each Sub-Servicer Remittance Date to the extent that
the Master Servicer is required to remit such amounts under Section 3.13 of the Pooling and Servicing Agreement, and except that
references to the Servicing Fees and the Mortgage Loans (as defined in the Pooling and Servicing Agreement) and the Serviced Pari
Passu Companion Loans (as defined in the Pooling and Servicing Agreement) in the definition of “Compensating Interest Payments”
in the Pooling and Servicing Agreement and Section 3.13 of the Pooling and Servicing Agreement shall be references to the Sub-Servicing
Fees, the Mortgage Loans (as defined in this Agreement) and the Serviced Pari Passu Companion Loan (as defined in this



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Agreement). Notwithstanding the foregoing,
the Sub-Servicer shall have no obligation to deposit any amount set forth in the preceding sentence (i) for Specially Serviced
Loans or Mortgage Loans on which the Master Servicer allowed or consented to the Sub-Servicer allowing a Principal Prepayment
on a date other than the applicable Due Date or (ii) for any Specially Serviced Loan or any Mortgage Loan or related Serviced
Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date.


(23)         Section 3.14. The Sub-Servicer shall deliver to the Master Servicer the report required under Section 3.14(b) of
the Pooling and Servicing Agreement at least five (5) Business Days prior to the date the Master Servicer is required to deliver
such report to the Special Servicer.


(24)         Section 3.15 is not incorporated herein. The Sub-Servicer shall not be liable for providing, disseminating, withholding
or providing access to information in accordance with the terms of this Agreement or the Pooling and Servicing Agreement. To the
extent that the Sub-Servicer has received written notice from the Master Servicer, that a Person is an Excluded Controlling Class
Holder with respect to an Excluded Controlling Class Mortgage Loan, the Sub-Servicer shall not provide to such Excluded Controlling
Class Holder any Excluded Information with respect to such Excluded Controlling Class Mortgage Loan. To the extent that the Sub-Servicer
has received written notice from the Master Servicer, that the Special Servicer is a Borrower Party with respect to an Excluded
Special Servicer Mortgage Loan, the Sub-Servicer shall not provide to such Special Servicer any Excluded Information with respect
to such Excluded Special Servicer Mortgage Loan.


(25)         Section 3.18. The Sub-Servicer shall promptly (but in no event later than the earlier of (i) thirty (30) days after
completion and receipt of the related inspection report and (ii) December 15th of each year) forward to the Master Servicer a copy
of all such inspection reports prepared by the Sub-Servicer. If any inspection report identifies a “life safety” or
other material deferred maintenance item existing with respect to the related Mortgaged Property, the Sub-Servicer shall (x) promptly
send to the related Mortgagor a letter identifying such deferred maintenance item and instructing the related Mortgagor to correct
such deferred maintenance item and (y) shall notify the Master Servicer (by email to cmsins@wellsfargo.com) upon resolution of
such “life safety” or deferred maintenance item. The Sub-Servicer may engage a third party at its cost to perform property
inspections and prepare property inspection reports without first obtaining the consent of the Master Servicer; provided, that
the Sub-Servicer shall remain obligated and primarily liable to the Master Servicer for satisfactory completion of the inspections
and reports as required by this Agreement. With respect to any Mortgage Loan, the Sub-Servicer shall inform each ground lessor
that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer and the Sub-Servicer.


(26)         Section 3.19.


(27)         Section 3.20 is not incorporated herein. The Sub-Servicer shall not be obligated to make any Property Advances, except
as described in the following sentence. The Sub-Servicer shall give the Master Servicer not less than five (5) Business Days’
notice before the date on which the Master Servicer is required to make any Property Advance with respect to any Mortgage Loan;
provided, however, that, with respect to any Property Advance required to



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be made on an urgent or emergency basis
such that the Sub-Servicer is unable to provide the Master Servicer with sufficient notice to enable the Master Servicer to make
such Property Advance, the Sub-Servicer may make such Property Advance and the Master Servicer shall reimburse the Sub-Servicer
for such Property Advance within five (5) Business Days of receipt of written request therefore and interest thereon at the Prime
Rate without regard to the Master Servicer’s determination of recoverability. In addition, the Sub-Servicer shall provide
the Master Servicer with such information in its possession as the Master Servicer may reasonably request to enable the Master
Servicer to determine whether a requested Property Advance would constitute a Nonrecoverable Property Advance.


(28)         Section 3.22(a). The Sub-Servicer shall promptly notify the Master Servicer of any event or circumstance that the
Sub-Servicer deems to constitute a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Pari Passu Companion
Loan. The determination as to whether a Servicing Transfer Event has occurred shall be made by the Master Servicer. Upon receipt
by the Master Servicer of notice from the Special Servicer that a Specially Serviced Loan has become a Corrected Loan, the Master
Servicer shall promptly give the Sub-Servicer notice thereof and the obligation of the Sub-Servicer to service and administer such
Mortgage Loan and Serviced Pari Passu Companion Loan shall resume.


(29)         Sections 3.22(b) and (c) are not incorporated herein. The Sub-Servicer shall continue to process payments and maintain
ongoing payment records with respect to each Mortgage Loan and Serviced Pari Passu Companion Loan that becomes a Specially Serviced
Loan and shall timely provide the Master Servicer and the Special Servicer with any information in it possession that is required
by either to perform their respective duties under the Pooling and Servicing Agreement. Pursuant to Section 3.01(c)(20)
of this Agreement, the Sub-Servicer shall be entitled to receive the Sub-Servicing Fee for so long as the Master Servicer receives
its fee, with respect to each Specially Serviced Loan.


(30)         Section 3.24. With respect to any modification, extension, waiver, consent or other action contemplated by Section
3.24 of the Pooling and Servicing Agreement, the Sub-Servicer shall perform the obligations of the Master Servicer under Section
3.24 of the Pooling and Servicing Agreement (including dealing directly with the Special Servicer on matters for which the Pooling
and Servicing Agreement requires the Master Servicer to deal with the Special Servicer) without the approval of the Master Servicer,
but subject to all requirements and restrictions set forth in Section 3.24 of the Pooling and Servicing Agreement; provided, however,
that the Sub-Servicer shall copy the Master Servicer on all correspondence to the Special Servicer regarding such matters and the
Sub-Servicer shall prepare any package and analysis necessary to obtain any required Rating Agency Confirmation and forward such
package to the Master Servicer for the Master Servicer to deal with the Rating Agencies. Notwithstanding anything herein to the
contrary, the Sub-Servicer will not permit or consent to any modification, extension, waiver, consent or other action contemplated
by Section 3.24 of the Pooling and Servicing Agreement (except with respect to a Master Servicer Decision and modifications, waivers
or amendments in connection with a defeasance that do not constitute a Major Decision as provided in Section 3.09(d)(ix) of the
Pooling and Servicing Agreement) without the prior written consent of the Special Servicer. To the extent the Pooling and Servicing
Agreement requires the Master Servicer to obtain any necessary approval or consent of (x) the Rating Agencies, the Master Servicer,
not the Sub-Servicer, will deal directly with the Rating Agencies



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and (y) the Controlling Class Representative,
the Sub-Servicer, not the Master Servicer, to the extent permitted under the Pooling and Servicing Agreement, will deal directly
with the Controlling Class Representative. When forwarding a request for the approval of any lease or renewal or extension thereof,
the Sub-Servicer shall forward to the Special Servicer the information concerning such lease required by, and in the form of,
Exhibit I attached hereto. The Sub-Servicer will not permit any Principal Prepayment with respect to any Mortgage
Loan or Serviced Pari Passu Companion Loan without the written consent of the Master Servicer. The Sub-Servicer shall promptly
forward all requests for Principal Prepayments to the Master Servicer, along with a payoff statement setting forth the amount
of the necessary Principal Prepayment calculated by the Sub-Servicer.


(31)         Section 3.28(b) and (d). To the extent the Co-Lender Agreement requires the consent or consultation with the Serviced
Companion Loan Holder or Companion Loan Holder Representative, the Sub-Servicer, not the Master Servicer, to the extent permitted
under the Pooling and Servicing Agreement, will deal directly with the Serviced Companion Loan Holder or Companion Loan Holder
Representative.


(32)         Section 3.30 is not incorporated herein. Notwithstanding any provision herein to the contrary, the Sub-Servicer shall
not make any request to a Rating Agency for a Rating Agency Confirmation; all such requests shall be made by, and as determined
necessary by, the Master Servicer. The Sub-Servicer shall not orally communicate with any Rating Agency regarding any of the Loan
Documents or any matter related to the Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters
in connection with the Certificates or pursuant to this Agreement or the Pooling and Servicing Agreement. The Sub-Servicer agrees
to comply (and to cause each and every subcontractor, vendor or agent for the Sub-Servicer and each of its officers, directors
and employees to comply) with the provisions relating to communications with the Rating Agencies set forth in this Section 3.01(c)(32)
and Sections 3.30 and 12.13 of the Pooling and Servicing Agreement and shall not deliver to any Rating Agency any report, statement,
request for Rating Agency Confirmation or other information restricted by Section 3.30 or 12.13 of the Pooling and Servicing Agreement.


All information
described in the immediately preceding paragraph will be provided by, and all such communications, responses and requests described
in the immediately preceding paragraph will be made by, the Master Servicer in accordance with the procedures required by the Pooling
and Servicing Agreement. To the extent that the Master Servicer is required to provide any information to, or communicate with,
the Rating Agency in accordance with its obligations under the Pooling and Servicing Agreement and such information or communication
is regarding the Mortgage Loans, the Serviced Pari Passu Companion Loan or the sub-servicing by the Sub-Servicer under this Agreement,
the Sub-Servicer shall provide the information to the Master Servicer necessary for the Master Servicer to fulfill such obligations.


None of the foregoing
restrictions in this Section 3.01(c)(32) prohibit or restrict oral or written communications, or providing information, between
the Sub-Servicer and a Rating Agency with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns
to the Sub-Servicer, (ii) such Rating Agency’s or NRSRO’s approval of the Sub-Servicer as a commercial mortgage master,
special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the Sub-Servicer’s servicing
operations in general; provided, however,



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that the Sub-Servicer shall not provide
any information relating to the Certificates or the Mortgage Loans to any Rating Agency or NRSRO in connection with such review
and evaluation by such Rating Agency unless (x) Mortgagor, property or deal specific identifiers are redacted; (y) the Master
Servicer confirms to the Sub-Servicer in writing that such information has already been provided to the Rule 17g-5 Information
Provider and does not provide such information to such Rating Agency until the earlier of (i) receipt of notification from the
Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5 Information Provider’s Website and
(ii) after 12:00 p.m. on the first Business Date following the day it has provided such information to the Rule 17g-5 Information
Provider; or (z) such Rating Agency has confirmed in writing to the Sub-Servicer that it does not intend to use such information
in undertaking credit rating surveillance for any Class of Certificates (and the Sub-Servicer shall, upon written request, certify
to the Depositor, with copy to the Master Servicer, that it received the confirmation described in this clause (z)).


(33)         Section 4.02(b) is not incorporated herein. The Sub-Servicer shall deliver to the Master Servicer, no later than
4:00 p.m. New York City time on the first Business Day following each Determination Date, by electronic transmission in the format
designated by the Master Servicer, the CREFC® Financial File, the CREFC® Property File and the CREFC®
Comparative Financial Status Report (except for the first two Distribution Dates), the CREFC® Loan Level Reserve/LOC
Report, a CREFC® Loan Periodic Update File, a CREFC® Delinquent Loan Status Report and a CREFC®
Servicer Watch List/Portfolio Review Guidelines, CREFC® Total Loan Report, each providing the required information
as of such Determination Date; provided that from the Closing Date until thirty (30) days following written notice by the
Master Servicer to the Sub-Servicer of the Master Servicer’s decision to require the delivery of the CREFC®
Loan Periodic Update File, the Sub-Servicer shall not be required to deliver a CREFC® Loan Periodic Update File;
provided, further, that from the Closing Date until thirty (30) days following written notice by the Master Servicer to the Sub-Servicer
of the Master Servicer’s decision to require delivery of the CREFC® Delinquent Loan Status Report, the Sub-Servicer
shall not be required to deliver a CREFC® Delinquent Loan Status Report. The Sub-Servicer shall deliver to the Master
Servicer by electronic transmission in a format mutually agreed upon by the Master Servicer and the Sub-Servicer, not later than
4:00 p.m. New York City time on the first Business Day following the Determination Date by electronic transmission in a format
mutually agreed upon by the Master Servicer and the Sub-Servicer, (a) on a monthly basis, the Collection Report (the information
in such report to be stated as of the Determination Date), (b) on a monthly basis, the CREFC® Loan Periodic Update
File (subject to the proviso in the preceding sentence), and (c) on a quarterly basis, the information on the Mortgage Loans and
the Serviced Pari Passu Companion Loan, including without limitation information regarding UCC Financing Statements, taxes, insurance
premiums and ground rents on a quarterly basis, starting for the quarter ending June 30, 2016 (provided that the first such certification
shall cover the period from the Closing Date to the end of such quarter), within thirty days of the end of such quarter, required
by and in the form of Exhibit E attached hereto; provided that from the Closing Date until thirty (30) days
following written notice by the Master Servicer to the Sub-Servicer of the Master Servicer’s decision to require delivery
of the Collection Report, the Sub-Servicer shall not be required to deliver a Collection Report and shall instead deliver a Remittance
Report. The Sub-Servicer shall deliver to the Master Servicer on the first Business Day of each month by electronic transmission
in the format designated by the Master Servicer a remittance report containing scheduled balance information for each Mortgage
Loan and Serviced Pari Passu



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Companion Loan reflecting the scheduled
Monthly Payment for such month in the form of Exhibit G attached hereto; provided that from the Closing Date until
thirty (30) days following written notice by the Master Servicer to the Sub-Servicer of the Master Servicer’s decision to
require delivery of the remittance report in the form of Exhibit G attached hereto, the Sub-Servicer shall not be
required to deliver a remittance report in the form of Exhibit G attached hereto and shall instead deliver a remittance report
in the form of Exhibit L attached hereto. In addition, on each day that the Sub-Servicer forwards to the Master
Servicer any funds pursuant to Section 3.01(c)(12) and Section 3.01(c)(34) of this Agreement, the Sub-Servicer shall
deliver to the Master Servicer by electronic transmission in the format designated by the Master Servicer a report of the nature
of such remittance in the form of Exhibit G attached hereto; provided that from the Closing Date until thirty
(30) days following written notice by the Master Servicer to the Sub-Servicer of the Master Servicer’s decision to require
delivery of the remittance report in the form of Exhibit G attached hereto, the Sub-Servicer shall not be required
to deliver a remittance report in the form of Exhibit G attached hereto and shall instead deliver a remittance report
in the form of Exhibit L attached hereto. The Sub-Servicer shall also prepare and deliver to the Master Servicer,
not later than 4:00 p.m. New York City time on the 25th day of each calendar month following each calendar quarter,
a certification in the form of Exhibit J attached hereto regarding the reconciliation of the Sub-Servicer Collection
Account and the Sub-Servicer Loan Combination Custodial Account as of the last day of the immediately preceding calendar month.
Following the Closing Date, the Master Servicer shall provide a CREFC® Loan Setup File, CREFC®
Property File and CREFCÒ Comparative Financial Status Report to
the Sub-Servicer.


The Sub-Servicer
shall promptly (but at least five (5) Business Days before the Master Servicer must deliver or make available such items under
the Pooling and Servicing Agreement) deliver electronically to the Master Servicer all operating statements, rent rolls, budgets
and financial statements collected by the Sub-Servicer. The Sub-Servicer shall electronically deliver to the Master Servicer in
Microsoft Excel format promptly upon completion, and in any event, at least five (5) Business Days before Master Servicer must
deliver or make available such reports, statements and files under the Pooling and Servicing Agreement, each CREFC®
NOI Adjustment Worksheet and CREFC® Operating Statement Analysis Report.


(34)         Section 4.06 is not incorporated herein. The Sub-Servicer shall have no obligation to make P&I Advances. The
Sub-Servicer shall deliver to the Master Servicer on or before each Sub-Servicer Remittance Date the Sub-Servicer Remittance Amount
allocable to the Mortgage Loans for such date. Each remittance required to be made to the Master Servicer on the Sub-Servicer Remittance
Date shall be made by wire transfer and shall be made by 4:00 p.m. Charlotte, North Carolina time on such date. Each month, by
4:00 p.m. Charlotte, North Carolina time, on the first Business Day after receipt of any funds that would otherwise constitute
a part of the Sub-Servicer Remittance Amount between the Sub-Servicer Remittance Date and the Distribution Date, the Sub-Servicer
shall forward to the Master Servicer by wire transfer the Sub-Servicer Remittance Amount allocable to the Mortgage Loans for such
date. Within one (1) Business Day after receipt of any delinquent payment on a Mortgage Loan with respect to which the Master Servicer
has made an Advance, the Sub-Servicer shall remit to the Master Servicer such delinquent payment and any related Penalty Charges
(excluding any amounts to which the Sub-Servicer is entitled as compensation pursuant to Section 3.12 of the Pooling and Servicing
Agreement as incorporated herein pursuant to Section 3.01(c)(20) of this



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Agreement). Section
3.01(c)(33) of this Agreement sets forth certain reporting requirements with respect to such remittances. If any check or
other form of payment received by the Sub-Servicer with respect to a Mortgage Loan is returned for insufficient funds and the
Sub-Servicer has previously remitted cash in the amount of such payment to the Master Servicer, the Master Servicer shall
reimburse the Sub-Servicer for such amount within three (3) Business Days after the Master Servicer receives notification
from the Sub-Servicer of such insufficient funds. For the avoidance of doubt, this Section 3.01(c)(34) shall not apply
to the Mortgage Loan relating to the Serviced Loan Combination for which funds will be remitted pursuant to Section
3.01(c)(12) of this Agreement.


(35)         Sections 10.01, 10.02, 10.03, 10.04, 10.05, 10.06, 10.07, 10.08, 10.09, 10.10, 10.11, 10.12, 10.17 and 10.18. The
Sub-Servicer shall perform all obligations and be subject to all restrictions and requirements applicable to the Master Servicer
or “Sub-Servicer” in such Sections. In addition, if the Sub-Servicer is a “Servicing Function Participant,”
an “Additional Servicer” or “Reporting Servicer” it shall perform all obligations and be subject to all
restrictions and requirements applicable to a “Servicing Function Participant” or “Reporting Servicer”
in such Sections. For purposes of this Section 3.01(c)(35), the Other Depositor and Other Exchange Act Reporting Party shall
mean the Other Depositor and Other Exchange Act Reporting Party relating to the securitization of the Serviced Pari Passu Companion
Loan. The Sub-Servicer shall cooperate with the Master Servicer, Trustee and the Depositor (and any Other Depositor and any Other
Exchange Act Reporting Party) in connection with the satisfaction of the Trust’s (or the other trust’s) reporting requirements
under the Exchange Act. It is hereby acknowledged that, as of the Closing Date, the Sub-Servicer is a Servicing Function Participant,
a Reporting Servicer and an Additional Servicer.


The Sub-Servicer
shall cooperate fully with the Master Servicer (and any Other Depositor and any Other Exchange Act Reporting Party) and deliver
to the Master Servicer (and any Other Depositor and any Other Exchange Act Reporting Party) any and all statements, reports, certifications,
records and any other information necessary in the good faith determination of the Master Servicer, the Certificate Administrator,
the Depositor, the Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or such Other
Depositor, as applicable, to comply with the provisions of Regulation AB and the related rules and regulations of the Commission
and the Master Servicer to comply with its obligations under Article X of the Pooling and Servicing Agreement, together with such
disclosures relating to the Sub-Servicer, or the servicing of the Mortgage Loans or Serviced Pari Passu Companion Loan, reasonably
believed by the Depositor, the Certificate Administrator or the Master Servicer, or the Other Depositor, as applicable, in good
faith to be necessary in order to effect such compliance.


Subject to other
provisions of this Agreement restricting the right of the Sub-Servicer to retain subservicers or subcontractors, the provisions
of Article X of the Pooling and Servicing Agreement regarding retaining a “Sub-Servicer,” “Subcontractor,”
“Additional Servicer” or “Servicing Function Participant” shall be applicable to any sub-servicer, subcontractor
or agent hired by the Sub-Servicer to perform any of its obligations hereunder and the Sub-Servicer shall comply with such provisions.


With respect to
any period that the Sub-Servicer is a Servicing Function Participant or a servicer as contemplated by Item 1108(a)(2) of Regulation
AB, the Sub-Servicer shall perform



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all obligations under Section 10.02
of the Pooling and Servicing Agreement applicable to a Servicing Function Participant or such a servicer (including, without limitation,
any obligation or duty the Master Servicer is required under Section 10.02 of the Pooling and Servicing Agreement to cause (or
use commercially reasonable efforts to cause) a Servicing Function Participant or such a servicer to perform).


Any Additional Form
10-D Disclosure and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered
to the Master Servicer (and, if the Sub-Servicer is a Servicing Function Participant, also to the Depositor and the Certificate
Administrator (and any Other Depositor and Other Exchange Act Reporting Party to which the particular Additional Form 10-D Disclosure
is relevant for Exchange Act reporting purposes)) within the time provided in Section 10.04 of the Pooling and Servicing Agreement.
If the Sub-Servicer obtains actual knowledge of the incurrence of additional debt or mezzanine debt by a Mortgagor, the Sub-Servicer
shall promptly, but in no event later than two (2) Business Days, deliver notice to the Master Servicer of such Mortgagor’s
incurrence of such debt in the form of Exhibit W-3 to the Pooling and Servicing Agreement.


The Sub-Servicer
shall provide all reasonable cooperation (with respect to information regarding the Sub-Servicer, the Mortgage Loans or the Serviced
Pari Passu Companion Loan) to enable the Master Servicer to provide any Additional Form 10-K Disclosure. Any Additional Form 10-K
Disclosure and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered to the
Master Servicer (and, if the Sub-Servicer is an Additional Servicer or a Servicing Function Participant, also to the Depositor
and the Certificate Administrator (and any Other Depositor and Other Exchange Act Reporting party to which such Additional Form
10-K Disclosure is relevant for Exchange Act reporting purposes)) by the fifth (5th) Business Day prior to March 1st of each
year, commencing in March 2017.


The Sub-Servicer
(without regard to whether the Sub-Servicer is a Servicing Function Participant) shall provide a certification substantially in
the form of Exhibit Y-2 attached to the Pooling and Servicing Agreement (on which the Master Servicer and its officers,
directors and Affiliates, in addition to the Certification Parties, can reasonably rely) to the Master Servicer by the fifth (5th)
Business Day prior to March 1st of each year in which the Trust is subject to the reporting requirements of the Exchange Act,
commencing in March 2017. If the Sub-Servicer is a Servicing Function Participant, such certification shall also be provided to
the Certifying Person by the time required by the Pooling and Servicing Agreement, and if the Sub-Servicer is not a Servicing Function
Participant, such certification shall be delivered only to the Master Servicer. In addition, the Sub-Servicer (a) shall provide
such information and assistance as may be reasonably required to cooperate with the Master Servicer in complying with Section 10.06
of the Pooling and Servicing Agreement and (b) shall cooperate with the Master Servicer’s reasonable requests in performing
its due diligence for its certification under Section 10.06 of the Pooling and Servicing Agreement.


Any Form 8-K Disclosure
Information and related Additional Disclosure Notification required to be delivered by the Sub-Servicer shall be delivered to the
Master Servicer (and, if the Sub-Servicer is a Servicing Function Participant or an Additional Servicer, also to the Depositor
and the Certificate Administrator (and any Other Depositor and Other Exchange Act Reporting



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party to which such Form 8-K Disclosure
Information is relevant for Exchange Act reporting purposes)) within the time provided in Section 10.07 of the Pooling and Servicing
Agreement.


The Sub-Servicer
(without regard to whether the Sub-Servicer is an Additional Servicer or a Servicing Function Participant) shall deliver its Officer’s
Certificate required by Section 10.08 of the Pooling and Servicing Agreement to the Master Servicer on or before the fifth (5th)
Business Day prior to March 1st of each year, commencing in March 2017. If the Sub-Servicer is an Additional Servicer or a
Servicing Function Participant, the Sub-Servicer shall also deliver such Officer’s Certificate to the Certificate Administrator,
the Serviced Companion Loan Holder (or, if the Serviced Pari Passu Companion Loan is part of an Other Securitization Trust, the
applicable Other Depositor and Other Exchange Act Reporting Party), the Depositor, the Rule 17g-5 Information Provider and, prior
to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative within the time provided
in Section 10.08 of the Pooling and Servicing Agreement, and if the Sub-Servicer is not an Additional Servicer or a Servicing Function
Participant, such Officer’s Certificate shall be delivered only to the Master Servicer.


The Sub-Servicer
(without regard to whether the Sub-Servicer is a Servicing Function Participant) shall deliver the items required under Sections
10.09 and 10.10 of the Pooling and Servicing Agreement regarding itself (the “report on an assessment of compliance with
Relevant Servicing Criteria” and “accountants’ report”) to the Master Servicer on or before the fifth (5th)
Business Day prior to March 1st of each year, commencing in March 2017. If the Sub-Servicer is a Servicing Function Participant,
the report on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall also be delivered
to the Certificate Administrator, the Depositor, the Trustee and the Serviced Companion Loan Holder (or, if the Serviced Pari Passu
Companion Loan is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party)
and, solely with respect to the accountants’ report, the Rule 17g-5 Information Provider and, prior to the occurrence and
continuance of a Consultation Termination Event, the Controlling Class Representative within the time provided in Sections 10.09
and 10.10 of the Pooling and Servicing Agreement, and if the Sub-Servicer is not a Servicing Function Participant, the report on
an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall be delivered only to the Master
Servicer.


If any Mortgaged
Property that secures a Serviced Pari Passu Companion Loan is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB), the Sub-Servicer shall comply with Section 10.11(b) of the Pooling and Servicing Agreement and shall deliver
such information and reports as provided therein to the Master Servicer at least five (5) Business Days before the Master Servicer
must deliver such items.


Section 10.12 of
the Pooling and Servicing Agreement shall be incorporated herein and apply to the Sub-Servicer for so long as the Sub-Servicer
is a Servicing Function Participant or an Additional Servicer to the same extent such section applies to the Master Servicer. To
the extent the Sub-Servicer is an Affected Reporting Party, the Sub-Servicer shall comply with the requirements set forth in Section
10.12 of the Pooling and Servicing Agreement and incorporated herein by reference, including, but not limited to, obtaining the
consent of the Depositor or any Other Depositor, as applicable, and the Master Servicer (in each case, which consent shall not
be



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unreasonably denied, withheld or delayed),
to directly communicate with the Commission and negotiate a response and/or resolution with the Commission and copying the Master
Servicer on all material communications with the Commission. All reasonable out-of-pocket costs and expenses incurred by the Depositor,
any Other Depositor and the Master Servicer (including reasonable legal fees and expenses of outside counsel to the Depositor,
any Other 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 Sub-Servicer upon receipt of an itemized invoice from the Depositor, the Other
Depositor and/or the Master Servicer, as applicable.


The Sub-Servicer
shall indemnify and hold harmless the Master Servicer (including any of its partners, directors, officers, employees or agents)
against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other
costs and expenses incurred by the Master Servicer or such other Person arising out of (i) the failure to perform its obligations
under this Section 3.01(c)(35), (ii) the failure of any Servicing Function Participant or Additional Servicer retained by
it to perform its obligations under this Section 3.01(c)(35), (iii) any untrue statement of a material fact contained in
any information (x) regarding the Sub-Servicer or any Servicing Function Participant, Additional Servicer or Subcontractor engaged
by it, (y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney or other agent
retained by such party to prepare such information and (z) delivered by or on behalf of such Sub-Servicer in connection with the
performance of the Sub-Servicer’s obligations described in Article X of the Pooling and Servicing Agreement, or the
omission to state in any such information a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, that the Sub-Servicer shall be entitled to participate at its own expense
in any action arising out of the foregoing and the Master Servicer shall consult with the Sub-Servicer with respect to any litigation
or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto (provided
that any such consultation shall be nonbinding), (iv) negligence, bad faith or willful misconduct in the performance of its obligations
set forth in this Section 3.01(c)(35), or (v) any Deficient Exchange Act Deliverable.


The Sub-Servicer
shall indemnify and hold harmless each Certification Party, the Depositor, the Other Depositor, any employee, director or officer
of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses
incurred by such indemnified party arising out of (i) a breach of its obligations to provide any of the annual compliance
statements or annual servicing criteria compliance reports or attestation reports pursuant to this Agreement, (ii) negligence,
bad faith or willful misconduct on its part in the performance of such obligations, (iii) any failure by the Sub-Servicer, as a
Servicer (as defined in Section 10.02(b) of the Pooling and Servicing Agreement), to identify a Servicing Function Participant
retained by it pursuant to Section 10.02(c), of the Pooling and Servicing Agreement or (iv) delivery of any Deficient Exchange
Act Deliverable.


If the indemnification
provided for in this Section 3.01(c)(35) is unavailable or insufficient to hold harmless any Certification Party, the Depositor,
the Other Depositor or the



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Master Servicer, then the Sub-Servicer
shall contribute to the amount paid or payable to the Certification Party, the Depositor, the Other Depositor or the Master Servicer
as a result of the losses, claims, damages or liabilities of the Certification Party, the Depositor, the Other Depositor or the
Master Servicer in such proportion as is appropriate to reflect the relative fault of the Certification Party, the Depositor,
the Other Depositor or the Master Servicer on the one hand and the Sub-Servicer on the other in connection with a breach of the
Sub-Servicer’s obligations pursuant to this Section 3.01(c)(35).


(36)         Section 11.01 is not incorporated herein. The Sub-Servicer shall cooperate fully with the Master Servicer and deliver
to the Master Servicer any and all statements, reports, certifications, records and any other information in its possession necessary
in the good faith determination of the Master Servicer to permit the Master Servicer to comply with its obligations under Article
XI of the Pooling and Servicing Agreement.


Section 3.02     Merger or Consolidation of the Sub-Servicer.


The Sub-Servicer
shall keep in full effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction
of its formation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign limited
liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability
of this Agreement or the Mortgage Loans and to perform its duties under this Agreement.


Any Person into
which the Sub-Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Sub-Servicer shall be a party, or any Person succeeding to the business of the Sub-Servicer, or any Person succeeding
to all or substantially all of the servicing business of the Sub-Servicer, shall be the successor of the Sub-Servicer hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business
includes the origination and servicing of mortgage loans and shall be authorized to transact business in the state or states in
which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be an
approved servicer of multifamily mortgage loans for Freddie Mac or Fannie Mae or a HUD-approved servicer, (iii) must be reasonably
acceptable to the Master Servicer, (iv) shall have assumed in writing the obligations of the Sub-Servicer under this Agreement,
and (v) must not be a Prohibited Party.


Section 3.03     Limitation
on Liability of the Sub-Servicer and Others.


Neither the Sub-Servicer
nor any of the officers, employees or agents of the Sub-Servicer shall be under any 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 Sub-Servicer or any such Person against liability for any breach of any representation,
warranty or covenant made herein, or failure to perform its obligations in compliance with the Servicing Standard, or any liability
which would otherwise be imposed by reason of any breach of the terms and conditions of this



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Agreement, or against any expense or
liability specifically required to be borne by the Sub-Servicer without right of reimbursement pursuant to the terms hereof, or
any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud or negligence in the performance
of obligations or duties hereunder, or by reason of negligent disregard of obligations or duties hereunder. The Sub-Servicer and
any officer, employee or agent of the Sub-Servicer may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Sub-Servicer shall
not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its duties under
this Agreement and in its opinion does not expose it to any expenses or liability for which it would not be reimbursed hereunder;
provided, however, the Sub-Servicer may, with the consent of the Master Servicer, undertake any such action that
it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Sub-Servicer shall be entitled to be reimbursed to the extent the Master
Servicer is reimbursed therefor by the Trust. If and only to the extent provided pursuant to Section 6.03 of the Pooling and Servicing
Agreement, the Sub-Servicer and its directors, members, managers, officers, employees and agents shall be indemnified and held
harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in connection with or relating to this Agreement or the
Certificates, other than any loss, liability or expense: (i) specifically required to be borne by the Sub-Servicer, without right
of reimbursement, pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made
by the Sub-Servicer herein, or (iii) incurred by reason of the Sub-Servicer’s bad faith, willful misconduct, fraud or negligence
in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties.
The Sub-Servicer shall not have any direct rights of indemnification that may be satisfied out of assets of the Trust, but will
be entitled to the indemnification described above only through the Master Servicer to the full extent that the Master Servicer
is indemnified by the Trust for such amounts pursuant to the Pooling and Servicing Agreement.


Section 3.04     Sub-Servicer Resignation.


The Sub-Servicer
shall not resign from the obligations and duties hereby imposed on it except (a) upon mutual consent of the Sub-Servicer and the
Master Servicer and payment by the Sub-Servicer of all reasonable out-of-pocket costs and expenses of the Master Servicer in connection
with such resignation and transfer of servicing, or (b) upon the determination that its duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Sub-Servicer. Any such determination permitting the resignation
of the Sub-Servicer pursuant to clause (b) shall be evidenced by an Opinion of Counsel to such effect delivered to the Master
Servicer, which Opinion of Counsel shall be in form and substance acceptable to the Master Servicer.


Section 3.05    No
Transfer or Assignment of Servicing.


With respect to
the responsibility of the Sub-Servicer to service the Mortgage Loans hereunder, the Sub-Servicer acknowledges that the Master Servicer
has acted in reliance upon



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the Sub-Servicer’s independent
status, the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial
standing and the continuance thereof. Without in any way limiting the generality of this Section 3.05, the Sub-Servicer
shall neither assign or transfer this Agreement or the servicing hereunder nor delegate its rights or duties hereunder or any
portion thereof, without the prior written approval of the Master Servicer and the prior written consent of the Depositor, which
consent will not be unreasonably conditioned, withheld or delayed. Notwithstanding the foregoing, prior to any assignment or transfer
by the Sub-Servicer of this Agreement or the servicing hereunder (the “Sub-Servicing Rights”), the Sub-Servicer
shall allow the Master Servicer an opportunity to bid on the purchase of such Sub-Servicing Rights. The Sub-Servicer may also
solicit bids from any other parties independent of the Master Servicer. The Sub-Servicer shall notify the Master Servicer upon
the completion of any assignment (except to the Master Servicer as contemplated above) and provide any information applicable
to the Sub-Servicer, as required pursuant to Section 10.02 of the Pooling and Servicing Agreement.


Section 3.06    Indemnification.


The Master Servicer
and the Sub-Servicer each agrees to and hereby does indemnify and hold harmless the Master Servicer, in the case of the Sub-Servicer,
and the Sub-Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees or agents)
from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that the Master Servicer, in the case of the Sub-Servicer, and the Sub-Servicer,
in the case of the Master Servicer, may sustain arising from or as a result of any willful misconduct, bad faith, fraud or negligence
of the Master Servicer or Sub-Servicer, as applicable, in the performance of its obligations and duties under this Agreement or
by reason of negligent disregard by the Master Servicer or Sub-Servicer, as applicable, of its duties and obligations hereunder
or by reason of breach of any representations or warranties made by the Master Servicer or Sub-Servicer, as applicable, herein;
provided, that such indemnity shall not cover indirect or consequential damages. Each indemnified party hereunder shall give prompt
written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however,
that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. This
Section 3.06 shall survive the termination of this Agreement and the termination or resignation of the Master Servicer or
the Sub-Servicer.


ARTICLE
IV



SUB-SERVICER TERMINATION EVENTS


Section 4.01    Sub-Servicer
Termination Events.


In case one or more
of the following events (each, a “Sub-Servicer Termination Event”) by the Sub-Servicer shall occur and be continuing,
that is to say:


(a)           any failure by the Sub-Servicer to deposit into the Sub-Servicer Collection Account, the Sub-Servicer Loan Combination Custodial
Account or any Escrow Account, or to deposit into, or to remit to the Master Servicer for deposit into, the Collection Account
or the



    	27



    	 



    

 


Loan Combination Custodial Account,
as applicable, on the dates and at the times required by this Agreement, any amount required to be so deposited or remitted under
this Agreement, which failure continues unremedied for one (1) Business Day following the date on which such deposit or remittance
is required to be made; or


(b)           the Sub-Servicer shall fail three (3) times within any two (2) year period to (i) timely make available and certify to the
Master Servicer the information called for on Exhibit E attached hereto as required by Sections 3.01(c)(3), (6),
(14) and (33) of this Agreement, which failure continues unremedied for five (5) Business Days after the Sub-Servicer’s
receipt of notice from the Master Servicer of such failure, or (ii) timely provide to the Master Servicer any required Remittance
Report or Collection Report which failure continues unremedied for five (5) Business Days; or


(c)           the Sub-Servicer shall fail three (3) times within any two (2) year period to timely provide to the Master Servicer any
report or exhibit required by this Agreement to be provided to the Master Servicer, each of which failure continues unremedies
for five (5) Business Days after the Sub-Servicer’s receipt of notice from the Master Servicer of such failure; provided
that the Master Servicer may grant the Sub-Servicer a written waiver of any provision of this Agreement requiring a report or exhibit,
which such report or exhibit shall not be subject to the terms of this clause (c) while such waiver is in effect; or


(d)           any failure on the part of the Sub-Servicer duly to observe or perform in any material respect any of its other covenants
or obligations contained in this Agreement which continues unremedied for a period of twenty-five (25) days (or ten (10) days in
the case of failure to pay the premium for any insurance policy required to be maintained under this Agreement or such shorter
period (not less than two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid
real estate taxes or the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Sub-Servicer by the Master Servicer or, if affected thereby, by the Serviced
Companion Loan Holder; or


(e)           any breach on the part of the Sub-Servicer of any representation or warranty contained in Section 6.01(a) of the Pooling
and Servicing Agreement as incorporated herein which materially and adversely affects the interests of the Master Servicer or any
Class of Certificateholders or the Serviced Companion Loan Holder and which continues unremedied for a period of thirty (30) days
after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Sub-Servicer by
the Master Servicer or, if affected thereby, by the Serviced Companion Loan Holder; or


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



    	28



    	 



    




(g)           the Sub-Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in
any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to
the Sub-Servicer or of or relating to all or substantially all of its property; or


(h)           the Sub-Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or


(i)            the Sub-Servicer shall assign or transfer or attempt to assign or transfer all or part of its rights and obligations hereunder
except as permitted by this Agreement; or


(j)            either of 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 Sub-Servicer 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 sixty (60) days
of such event); or


(k)           the Sub-Servicer, if rated by Fitch, ceases to have a commercial primary servicing rating of at least “CPS3”
from Fitch and that rating is not reinstated within 60 days; or


(l)            any other event caused by the Sub-Servicer which creates a Servicer Termination Event with respect to the Master Servicer
under the Pooling and Servicing Agreement; or


(m)          any failure by the Sub-Servicer to deliver any Exchange Act reporting items required to be delivered by the Sub-Servicer
to the Master Servicer, the Certificate Administrator or the Depositor hereunder or under Article X of the Pooling and Servicing
Agreement by the time required hereunder or under Article X of the Pooling and Servicing Agreement after any applicable grace periods
or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to by the due date required
thereunder; or


(n)           any failure by the Sub-Servicer to perform in any material respect any of its covenants or obligations contained in this
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to the Pooling and
Servicing Agreement to perform its obligations under Article X of the Pooling and Servicing Agreement or under the Exchange Act
reporting requirements of any other pooing and servicing agreement that the Depositor is a party to.


If any Sub-Servicer
Termination Event shall occur and be continuing, then, and in each and every such case, so long as such Sub-Servicer Termination
Event shall not have been remedied, the Master Servicer or, with respect to any Sub-Servicer Termination Event under clauses (m)
and (n) above, the Depositor, may terminate, by notice in writing to the Sub-



    	29



    	 



    

 


Servicer, all of the rights and obligations
of the Sub-Servicer as Sub-Servicer under this Agreement and in and to the Mortgage Loans and the Serviced Pari Passu Companion
Loan and the proceeds thereof. From and after the receipt by the Sub-Servicer of such written notice, all authority and power
of the Sub-Servicer under this Agreement, whether with respect to the Mortgage Loans, the Serviced Pari Passu Companion Loan or
otherwise, shall pass to and be vested in the Master Servicer pursuant to and under Section 4.01 of this Agreement, and,
without limitation, the Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of and at the expense
of the Sub-Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all
other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer
and endorsement or assignment of the Mortgage Loans, the Serviced Pari Passu Companion Loan and related documents, or otherwise.
The Sub-Servicer hereby acknowledges that the Serviced Companion Loan Holder shall be entitled to direct the Master Servicer to
replace the Sub-Servicer with a successor sub-servicer for the Serviced Loan Combination pursuant to Section 7.01(d) of the Pooling
and Servicing Agreement (the “Successor Sub-Servicer”) following a Sub-Servicer Termination Event. The Sub-Servicer
agrees that if it is terminated pursuant to Section 4.01 of this Agreement, it shall promptly (and in any event no later
than ten (10) Business Days subsequent to its receipt of the notice of termination) provide the Master Servicer or Successor Sub-Servicer,
as applicable, with all documents and records (including, without limitation, those in electronic form) requested by it to enable
it to assume the Sub-Servicer’s functions hereunder, and shall cooperate with the Master Servicer in effecting the termination
of the Sub-Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Sub-Servicer’s
obligations hereunder, including, without limitation, the transfer within one (1) Business Day to the Master Servicer or the Successor
Sub-Servicer, as applicable, for administration by it of all cash amounts which shall at the time be or should have been credited
by the Sub-Servicer to the Sub-Servicer Collection Account, the Sub-Servicer Loan Combination Custodial Account, the Collection
Account, the Loan Combination Custodial Account or any Escrow Account, or thereafter be received with respect to the Mortgage
Loans and/or Serviced Pari Passu Companion Loan (provided, however, that the Sub-Servicer shall continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, and it and its directors,
officers, employees and agents shall continue to be entitled to the benefits of Section 3.03 of this Agreement notwithstanding
any such termination).


In addition to any
other rights the Master Servicer may have hereunder, (A) if the Sub-Servicer fails to remit to the Master Servicer when due the
total pool remittance required to be remitted under this Agreement (whether or not such failure constitutes a Sub-Servicer Termination
Event), then interest shall accrue on the amount of the total pool remittance and the Sub-Servicer shall promptly pay such interest
to the Master Servicer, at a per annum rate equal to the Prime Rate from and including the date when such remittance was required
to be made to but excluding the day when such remittance is actually made, and (b) if the Sub-Servicer fails to remit a single
loan remittance more than five (5) days after the applicable single loan payment or collection was received by the Sub-Servicer,
then interest shall accrue on the amount of such single loan remittance and the Sub-Servicer shall promptly pay such interest to
the Master Servicer, at a per annum rate equal to the Prime Rate from and including the date when such remittance was required
to be made to but excluding the date when such remittance is actually made.



    	30



    	 



    




Section 4.02     Waiver of Defaults.


The Master Servicer
may waive any default by the Sub-Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver
of a past default, such default shall cease to exist, and any Sub-Servicer Termination Event arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair
any right consequent thereon except to the extent expressly so waived.


Section 4.03     Other Remedies of Master Servicer.


During the continuance
of any Sub-Servicer Termination Event, so long as such Sub-Servicer Termination Event shall not have been remedied, the Master
Servicer, in addition to the rights specified in Section 4.01 of this Agreement, shall have the right, in its own name,
to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies (including the
institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt 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 Sub-Servicer
Termination Event.


ARTICLE
V



TERMINATION


Section 5.01     Termination. Except as otherwise specifically set forth herein, the rights, obligations and responsibilities of the
Sub-Servicer shall terminate (without payment of any penalty or termination fee): (i) upon the later of the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan and the remittance of all funds due hereunder; (ii)
by mutual consent of the Sub-Servicer and the Master Servicer in writing; (iii) pursuant to Section 5.02 of this Agreement;
(iv) at the option of any purchaser of one or more Mortgage Loans pursuant to the Pooling and Servicing Agreement, upon such purchase
and only with respect to such purchased Mortgage Loan or Mortgage Loans; (v) upon a Mortgage Loan becoming an REO Mortgage Loan
or the Serviced Pari Passu Companion Loan becoming an REO Companion Loan, and only with respect to such Mortgage Loan or Serviced
Pari Passu Companion Loan; or (vi) upon termination of the Pooling and Servicing Agreement.


Section 5.02     Termination With Cause.


The Master Servicer
may, at its sole option, terminate any rights the Sub-Servicer may have hereunder with respect to any or all of the Mortgage Loans
or the Serviced Pari Passu Companion Loan, as provided in Section 4.01 of this Agreement upon the occurrence of a Sub-Servicer
Termination Event.


Any notice of termination
shall be in writing and delivered to the Sub-Servicer as provided in Section 6.05 of this Agreement.



    	31



    	 



    




Additionally, the
Depositor may terminate any rights the Sub-Servicer may have hereunder with respect to the Mortgage Loans and Serviced Pari Passu
Companion Loan at any time following any failure of the Sub-Servicer to deliver any Exchange Act reporting item that the Sub-Servicer
is required to deliver under Regulation AB or as otherwise contemplated by Article X of the Pooling and Servicing Agreement.


Section 5.03     Reserved.


Section 5.04     Termination of Duties with Respect to Specially Serviced Loans.


At such time as
any Mortgage Loan becomes a Specially Serviced Loan, the obligations and duties of the Sub-Servicer set forth herein with respect
to such Specially Serviced Loan that are required to be performed by the Special Servicer under the Pooling and Servicing Agreement
shall cease in accordance with Section 3.01(c) of this Agreement. The Sub-Servicer shall continue to perform all of its
duties hereunder with respect to the Specially Serviced Loans to the extent set forth in Section 3.01 of this Agreement.
If a Specially Serviced Loan becomes a Corrected Loan, the Sub-Servicer shall commence servicing such Corrected Loan pursuant to
the terms of this Agreement.


ARTICLE
VI



MISCELLANEOUS


Section 6.01     Successor to the Sub-Servicer.


Concurrently with
the termination of the Sub-Servicer’s responsibilities and duties under this Agreement pursuant to Sections 3.04, 4.01,
5.01 or 5.02 of this Agreement, the Master Servicer shall (i) succeed to and assume all of the Sub-Servicer’s
responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which satisfies the criteria
for a successor Sub-Servicer in Section 3.02 of this Agreement and which shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Sub-Servicer under this Agreement accruing following the termination of the Sub-Servicer’s
responsibilities, duties and liabilities under this Agreement.


Section 6.02     Financial Statements.


The Sub-Servicer
shall, upon the request of the Master Servicer, make available its publicly available financial statements, and other records relevant
to the performance of the Sub-Servicer’s obligations hereunder.


Section 6.03     Closing.


The closing for
the commencement of the Sub-Servicer to perform the servicing responsibilities under this Agreement with respect to the Mortgage
Loans and Serviced Pari Passu Companion Loan shall take place on the Closing Date. At the Master Servicer’s option, the closing
shall be either by electronic mail or conducted in person, at such place as the parties shall agree.



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The closing shall
be subject to the execution and delivery of the Pooling and Servicing Agreement by the parties thereto.


Section 6.04     Closing Documents.


The Closing Documents
shall consist of all of the following documents:


	 	(a)	to be provided by the Sub-Servicer:
	 	 	 
	 	(1)	this
Agreement executed by the Sub-Servicer;

	 	 	 
	 	(2)	a
Secretary’s Certificate of the Sub-Servicer, dated the Closing Date addressing certain organizational      and
authorization matters and reasonably satisfactory to the Master Servicer;

	 	 	 
	 	(3)	[reserved]; and

	 	 	 
	 	(4)	the account certifications in the form of Exhibit F hereto required by Section
3.01(c)(7), (9) and (10) of this Agreement, fully completed; and

	 	 	 
	 	(b)	to be provided by the Master Servicer:
	 	 	 
	 	(1)	this Agreement executed by the Master Servicer; and

	 	 	 
	 	(2)	the Mortgage Loan Schedule, with one copy to be attached to each
                           counterpart of this Agreement as      Exhibit A hereto; and

	 	 	 
	 	(3)	the Pooling and Servicing Agreement substantially in the form of Exhibit C hereto.




 


Section 6.05     Notices.


Except as provided
herein, all demands, notices, consents and communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered to the following addresses:


(i)            if to the
Master Servicer:


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: CGCMT 2016-P3



    	33



    	 



    




			with a copy to:



			Wells Fargo Bank, National Association

Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28288-0630

Attention: Commercial Mortgage Servicing Legal Support, Reference: CGCMT 2016-P3



		(ii)	if to the Sub-Servicer:



Principal Global Investors, LLC

801 Grand Avenue

DesMoines, Iowa 50392-1450

Attention: Steve Johnson, Managing Director

Telephone No.: (515) 246-7095

Fax No. (866) 850-4022

Reference: CGCMT 2016-P3



or such other address
as may hereafter be furnished to the other party by like notice.


The notice address
for the Depositor is set forth in Section 12.04 of the Pooling and Servicing Agreement. If the Master Servicer receives notice
from the Depositor of an address change as contemplated by Section 12.04 of the Pooling and Servicing Agreement, the Master Servicer
shall promptly notify the Sub-Servicer of such change.


Section 6.06     Severability Clause.


Any part, provision,
representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction as to any Mortgage Loan or Serviced Pari Passu Companion Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any
provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision,
representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement,
the parties shall negotiate, in good faith, to develop a structure the economic effect of which is nearly as possible the same
as the economic effect of this Agreement without regard to such invalidity.


Section 6.07     Counterparts.


This Agreement may
be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts
shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable
Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.



    	34



    	 



    




Section 6.08     Governing Law.


THIS AGREEMENT AND
ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT,
AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.
THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


THE PARTIES HERETO
HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER
IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED.


Section 6.09     Protection of Confidential Information.


The Sub-Servicer
shall keep confidential and shall not divulge to any party other than the Master Servicer, the Depositor, the Special Servicer,
the Trustee or the Serviced Companion Loan Holder, without the Master Servicer’s prior written consent, any information pertaining
to the Mortgage Loans, the Serviced Pari Passu Companion Loan or any borrower thereunder, except to the extent that it is appropriate
for the Sub-Servicer to do so (a) in working with third-party vendors, property inspectors, legal counsel, auditors, taxing authorities
or other governmental agencies, (b) in accordance with this Agreement, (c) when required by any law, regulation, ordinance, court
order or subpoena or (d) in disseminating general statistical information relating to the mortgage loans being serviced by the
Sub-Servicer (including the Mortgage Loans and the Serviced Pari Passu Companion Loan) so long as the Sub-Servicer does not identify
the Certificateholders, the Mortgagors or the Mortgaged Properties; provided that the foregoing covenant shall not apply to information
that becomes public knowledge other than by disclosure by the Sub-Servicer.



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Section 6.10     Intention of the Parties.


It is the intention
of the parties that the Master Servicer is conveying, and the Sub-Servicer is receiving, only a contract for servicing the Mortgage
Loans and the Serviced Pari Passu Companion Loan. Accordingly, the parties hereby acknowledge that the Trustee remains the sole
and absolute beneficial owner of the Mortgage Loans and all rights related thereto and that the Serviced Companion Loan Holder
remains the sole and absolute beneficial owner of the Serviced Pari Passu Companion Loan.


Section 6.11     Third Party Beneficiary.


The Depositor (with
respect to Sections 3.01(c)(35), 4.01 and 5.02 of this Agreement) and the Trustee (for the benefit of the
Certificateholders and the related Companion Loan Holder) and the Trustee (as holder of the Lower-Tier Regular Interests) shall
each be a third party beneficiary under this Agreement, provided that, except to the extent the Trustee or its designee assumes
the obligations of the Master Servicer hereunder as contemplated by Section 6.12 of this Agreement, none of the Trustee,
the Trust, the Operating Advisor, the Certificate Administrator, the Special Servicer, any successor Master Servicer, or any Certificateholder
shall have any duties under this Agreement or any liabilities arising herefrom. The Depositor and each Certification Party shall
be a third party beneficiary under this Agreement solely with respect to the obligations of the Sub-Servicer under Sections
3.01(c)(35), 4.01 and 5.02 of this Agreement.


Section 6.12     Successors and Assigns; Assignment of Agreement.


This Agreement shall
bind and inure to the benefit of and be enforceable by the Sub-Servicer and the Master Servicer and the respective successors and
assigns of the Sub-Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the Sub-Servicer
to a third party except as otherwise specifically provided for herein. If the Master Servicer shall for any reason no longer act
in such capacity under the Pooling and Servicing Agreement (including, by reason of a Servicer Termination Event), the Trustee
or its designee or any other successor to the Master Servicer may thereupon assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of the Master Servicer under this Agreement or, alternatively, may act
in accordance with Section 7.02 of the Pooling and Servicing Agreement under the circumstances described therein (subject to Section
3.01(d) of the Pooling and Servicing Agreement).


Section 6.13     Waivers.


No term or provision
of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom
such waiver or modification is sought to be enforced.


Section 6.14     Exhibits.


The exhibits to
this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.



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Section 6.15     General Interpretive Principles.


The article and
section headings are for convenience of a reference only, and shall not limit or otherwise affect the meaning hereof.


Section 6.16     Complete Agreement.


This Agreement embodies
the complete agreement between the parties regarding the subject matter hereof and may not be varied or terminated except by a
written agreement conforming to the provisions of Section 6.18 of this Agreement. All prior negotiations or representations
of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.


Section 6.17     Further Agreement.


The Sub-Servicer
and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments
or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.


Section 6.18     Amendments.


This Agreement
may only be amended with the consent of the Sub-Servicer and the Master Servicer and, to the extent required by Section 3.01(c)(vii)
of the Pooling and Servicing Agreement, the prior written consent of the Depositor (which consent shall not be unreasonably withheld,
conditioned or delayed). No amendment to the Pooling and Servicing Agreement that purports to change the rights or obligations
of the Sub-Servicer hereunder shall be effective against the Sub-Servicer without the express written consent of the Sub-Servicer
(which consent shall not be unreasonably withheld). 



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IN WITNESS WHEREOF,
the Sub-Servicer and the Master Servicer have caused their names to be signed hereto by their respective officers thereunto duly
authorized as of the date first above written.


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ June Lathers
	 	 	Name: June Lathers
	 	 	Title:  Vice President



 





CGCMT 2016-P3


Principal Sub-Servicing Agreement







 






    	 



    	 



    

 


	 	 	 
	 	PRINCIPAL GLOBAL INVESTORS, LLC
	 	 
	 	By:	/s/ Diane L. McGuire
	 	 	Name: Diane L. McGuire
	 	 	Title: Director – CMS Asset Management
	 	 	 
	 	By:	/s/ Patricia A. Scallon
	 	 	Name: Patricia A. Scallon
	 	 	Title: Counsel




 


CGCMT 2016-P3


Principal Sub-Servicing Agreement


 




    	 



    	 



    







EXHIBIT A


MORTGAGE LOAN SCHEDULE


	Mortgage 

Loan Number	Property Name	Cut-Off Date 

Balance	Sub-Servicing 

Fee%


	2	Marriott Midwest Portfolio	$55,000,000	0.0100%*
	13	Gainesville Business Center	$20,500,000	0.0300%
	16	Jacobson Warehouse Company	$17,500,000	0.0400%
	20	North Broadway Plaza	$11,000,000	0.0100%
	24	60 Bay Street	$8,967,984	0.0100%


 





 



*
The Sub-Servicing Fee Rate for the Serviced Pari Passu Companion Loan is also 0.0100%.


 



    	A-1



    	 



    




  


EXHIBIT B


[RESERVED]



    	B-1



    	 



    




EXHIBIT C


POOLING AND SERVICING AGREEMENT


Previously Delivered.



    	C-1



    	 



    




EXHIBIT D


[RESERVED]



    	D-1



    	 



    



 



EXHIBIT E


QUARTERLY SERVICING CERTIFICATION


Sub-Servicer:


RE: CGCMT Series 2016-P3


Pursuant to the Servicing Agreement(s)
between Wells Fargo Bank, National Association and [Sub-Servicer], we certify with respect to each mortgage loan and companion
loan serviced by us for Wells Fargo Bank, National Association that, as of the quarter ending , except as otherwise noted below:


All taxes, assessments and other governmental
charges levied against the mortgaged premises, ground rents payable with respect to the mortgaged premises, if any, which would
be delinquent if not paid, have been paid.


Based on [Sub-Servicer’s] monitoring
of the insurance in accordance with the Servicing Standard, all required insurance policies are in full force and effect on the
mortgaged premises in the form and amount and with the coverage required by the Servicing Agreement(s).


All necessary action has been taken
to continue all UCC Financing Statements in favor of the originator of each mortgage loan or in favor of any assignee prior to
the expiration of such UCC Financing Statements.


All reserves are maintained and disbursed
in accordance with the loan documents and no obligation for which a reserve is held has not been completed within the time required
by the applicable document.


	EXCEPTIONS: 	


	 	 






	 	 	 	 
	Servicing Officer	 	Date	 






    	E-1



    	 



    




EXHIBIT F


 


FORM OF ACCOUNT CERTIFICATION


 




Securitization: ___________________________________________________________________________________________________________________


 


Sub Servicer: ___________________________________________________________________________________________________________________


 


	 	________	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:	 






 



 





 


 



    	F-1



    	 



    

 





EXHIBIT G


FORM OF COLLECTION REPORT


 


Series _____


Month of ____________


	1	2	3	4	5	6	7	8	9	10	11	12	13	14	15	16	17	18	19	20	21	22	23	24	25	26	27	28	29	30	31	32	33	34	35	36	37	38	39
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Sched

        Addl

        Sub-Sub

        Fee
	 

        Neg
        Am/

        Deferred
        Int

        Amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub

        Serv

        ID
	Master

        Servicer

        Loan#
	Sub-

        Servicer

        Loan#
	 

        Prosp

        ID
	Sched

        Due

        Date
	Begin

        Balance

        Prior
        to Pmt
	Ending

        Balance

        After
        Pmt
	Paid

        Thru

        Date
	Current

        Note

        Rate
	Sub-

        Servicer

        Fee
        Rate
	Sched

        Prin

        Pmt
	Sched

        Int

        Pmt
	Sched

        P&I

        Amount
	Sched

        Sub-Serv

        Fee
	Unsched

        Principal

        Rec’d
	Other

        Principal

        Adjust
	Other

        Interest

        Adjust
	Liq/

        Prepmt

        Date
	Prepmt

        Penalty
        / YM

        Rec’d
	Prepmt

        Int

        Exc/Short
	Liq/

        Prepmt

        Code
	T&I

        Advances

        O/S
	Pmt

        Eff
        Date

        Recd
	Actual

        Principal

        Rec’d
	Actual
                                         (Gross)

        Interest

        Rec’d
	Actual

        Sub-Servicer

        Fee
        Paid
	Addl

        Sub-Sub

        Fee
        Paid
	Actual
                                         (Net)

        Interest

        Rec’d
	Late

        Charges

        Rec’d
	Default

        Interest

        Rec’d
	Assum

        Fees

        Rec’d
	Addl

        Fees

        Rec’d
	 

        Remittance

        Amount
	Actual

        Loan

        Balance
	Total

        Reserve

        Balance
	Pmt

        Loan

        Status
	 

         

        Comments

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	 	0.00
    	0.00
    	 	0.00
    	 	0.00
    	0.00
    	0.00
    	 	 	0.00
    	0.00
    	0.00
    	0.00
    	0.00
    	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	NET
    REMIT TO MS	             -   	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









    	G-1



    	 



    

 


EXHIBIT H


FORM OF CERTIFICATE OF INSURANCE


Sub-Servicer:________________________________________________________________


Re:      CGCMT Series 2016-P3


Pursuant to the Sub-Servicing Agreement(s)
between Wells Fargo Bank, National Association and [Sub-Servicer], based on [Sub-Servicer’s] monitoring of the insurance
in accordance with the Servicing Standard, we certify with respect to each Mortgage Loan and Serviced Pari Passu Companion Loan
serviced by us for Wells Fargo Bank, National Association that all required insurance policies are in full force and effect on
the mortgaged premises in the form and amount and with the coverage required by the Sub-Servicing Agreement(s).


	 	 	 	 
	Servicing Officer	 	Date	 






    	H-1



    	 



    








EXHIBIT I


 


NEW LEASE INFORMATION



 





Loan # __________________________Property
Type: __________________________Tenant: __________________________


Property Name/Address:
_________________________________________________________________________________


Term (Years, Months): ____________Sq Ft Gross Rentable:
________________Net Rentable ____________________________





Begin Lease Date:
__________________________________________               Retail





End Lease
Date:
___________________________________________              
 Office





Occupancy Date (if
diff): ____________________________________             
  Other


 


Minimum Rent_____________________________________________________
     (S/SF/YR)


 


	 	 	 	 	(Mo/Yr)	Escalation:	CPI	Other
	 	Change to	on	 	 	 	 	 
	 	Change to	on	 	 	 	 	 
	 	Change to	on	 	 	 	 	 
	 	Change to	on	 	 	 	 	 


 


Percentage Rent


 


	 	% Amount	For	 	% Rent Due:	 
	 	 	For	 	 	Monthly
	 	 	Up to	 	 	Quarterly
	 	 	Up to	 	 	Annually


 


	Breakpoint	(S/Yr)	Sales Report Due:
    ___________________________________________________







 


	 	 	 	 	(Mo/Yr)	 
	 	Change to	on	 	 	Monthly
	 	Change to	on	 	 	Quarterly
	 	Change to	on	 	 	Annually


 


Recoveries


 


	Taxes___________________________	 	Per____________________________
	Insurance________________________	 	Per____________________________
	Cam____________________________	 	Per____________________________
	HVAC__________________________	 	Per____________________________
	Adver/Promo_____________________	 	Per____________________________
	 	 	Per____________________________
	 	 	Per____________________________
	Management______________________	 	Per____________________________


 



    	I-1



    	 



    




 


Renewal Options


 


	Term____________________________	 	SF_____________________________
	Minimum rent____________________	 	Gross Rentable__________________
	% Rent__________________________	 	Net Rentable____________________


 


Landlord Costs

Alterations: _____________________________________________________________________________________________________

Commissions: ___________________________________________________________________________________________________

Moving Allowances: ______________________________________________________________________________________________

Buyout Clauses: _________________________________________________________________________________________________

Other: _________________________________________________________________________________________________________


 


Building Insurance Requirements

Tenant maintains fire & ED on building(s); will need coverage to renew

Does not furnish building coverage

General liability naming landlord mortgagee as additional insured; will need coverage for review

General liability without mentioning landlord’s mortgagee; do not need coverage


 


Waiver of Subrogation

N/A

Mutual; will need endorsement

Landlord only; will need endorsement

Tenant only; do not need endorsement


 


Comments:


 


Attachments:

Original Lease

Original Subordination Agreement


 



    	I-2



    	 



    

 





EXHIBIT J


 


QUARTERLY SERVICING ACCOUNTS RECONCILIATION CERTIFICATION


 


	Sub-Servicer:	 	 





 


	Re:	CGCMT Series 2016-P3



 





Pursuant to the
Sub-Servicing Agreement between Wells Fargo Bank, National Association and the above named Sub-Servicer, I certify with respect
to each transaction serviced by us, as noted above, for Wells Fargo Bank, National Association that as of ______________________,
all collection accounts and servicing accounts have been properly reconciled and the reconciliations have been reviewed and approved
by Sub-Servicer’s management, except as otherwise noted below: 







 


	EXCEPTIONS:  	 
	 

                                                 	 
	  
	







 


	Servicing Officer	 	Date







 



    	J-1



    	 



    

 



EXHIBIT K


 


TASK LIST


 


SERVICER/SUB-SERVICER TASK LIST (SECURITIZATION)


 


		Note:	Some listed tasks designate more than one party to perform that function by placing an “X” in more than one column.
In these instances the parties shall follow any specific guidance about the allocation of responsibilities in completing the task
found in the terms of this Agreement. In the absence of specific allocation of obligations in this Agreement the parties shall
work in good faith to allocate responsibilities in a fair and equitable manner



 


	 	MASTER SERVICER	SUB-SERVICER	CUSTODIAN
	 	 	 	 
	1.   Asset Files	 	 	 
	Credit file management	X	X	 
	Original collateral file (security)	 	 	X
	Authorized parties list for request for release of collateral from Custodian	X	 	 
	Provide access to servicing files and copies of servicing files or of specific docs upon request to the Servicer	 	X	 
	Request delivery of files from Custodian upon request and certification of Sub-Servicer	X	 	 
	 	 	 	 
	2.   Property Taxes	 	 	 
	Preparation and delivery of quarterly servicing certification regarding taxes	 	X	 
	Monitoring of tax status — Loans with/without escrows	 	X	 
	Recommendation of payment of taxes — Loans with/without escrows	 	X	 
	Notification of advance requirement 5 business days prior to advance being required	 	X	 
	Payment of taxes — with sufficient escrows	 	X	 
	Payment of taxes — with escrow shortfall	X	 	 
	 	 	 	 
	3.   Property Insurance	 	 	 
	Preparation and delivery of quarterly servicing certification regarding insurance	 	X	 
	Monitoring of insurance status — Loans with/without escrows	 	X	 
	Ensure insurance carrier meets applicable qualifications	 	X	 
	Ensure insurance in favor of the Servicer	 	X	 
	Recommendation of payment or force placement of insurance with/without escrow	 	X	 
	Notification of advance requirement or force placement of insurance 5 business days prior to advance being required	 	X	 
	Payment of insurance — with sufficient escrows	 	X	 



 






    	K-1



    	 



    




 


	 	MASTER SERVICER	SUB-SERVICER	CUSTODIAN
	 	 	 	 
	Payment of insurance or force placement — with escrow shortfall	X	 	 
	If not a Major Decision	 	 	 
	Preparation and presentment of claims	 	X	 
	Collection of insurance proceeds	 	X	 
	If a Major Decision	 	 	 
	Preparation and presentment of claims	 	X	 
	Collection of insurance proceeds	 	X	 
	 	 	 	 
	4.   UCC Continuation Filings	 	 	 
	Preparation and delivery of quarterly servicing certification regarding UCC’s	 	X	 
	Maintain tickler system of refiling the dates on all Loans	 	X	 
	File UCC Continuation Statements	 	X	 
	Pay recording fees	 	X	 
	Monitor tickler system	 	X	 
	 	 	 	 
	5.   Collection/Deposit/Distribution of P&I payments and Principal Prepayments	 	 	 
	Collection and deposit of loan P&I payments	 	X	 
	Remittance of available P&I payments to Servicer net of Sub-Servicing Fee then due and payable to Sub-Servicer from such funds	 	X	 
	Provide Remittance Reports and/or Collection Reports to Servicer	 	X	 
	Approval of Prepayment Premiums	X	 	 
	 	 	 	 
	6.   Collection/Deposit/Disbursement of Reserves	 	 	 
	Collection and deposit of reserves	 	X	 
	Approval of Disbursement of Reserves – If not a Major Decision	 	X	 
	Approval of Disbursement of Reserves – If a Major Decision	X2	 	 
	Disbursement of reserves	 	X	 
	 	 	 	 
	7.   Customer Billing Collection and Customer Service	 	 	 
	Contact delinquent borrowers by phone 3 days after delinquent date	 	X	 
	Send 30 day delinquent notices	 	X	 
	Send notice of balloon payment to each Mortgagor one year, 180, and 90 days prior to the related maturity date	 	X	 



 





 




2 Or Special Servicer if required by Pooling
and Servicing Agreement


 






    	K-2



    	 



    




 


	 	MASTER SERVICER	SUB-SERVICER	CUSTODIAN
	 	 	 	 
	Provide copy of Balloon Mortgage Loan notice to Servicer	 	X	 
	 	 	 	 
	8.   Escrows	 	 	 
	Setup and monitor Escrow Accounts including escrow analysis	 	X	 
	Pay borrower investment income required, if applicable	 	X	 
	Prepare annual escrow analysis	 	X	 
	 	 	 	 
	9.   Loan payment history/calculation	 	 	 
	Maintain loan payment history	 	X	 
	Create payoff/reinstatement statements and telecopy or email to Servicer	 	X	 
	Approve payoff calculations and telecopy or email approval to Sub-Servicer promptly (but no later than five (5) Business Days after receipt of request or such later date as necessary to obtain any consents or approvals required by any related intercreditor or other related agreement)	X	 	 
	 	 	 	 
	10. Monitoring of Financial and Legal Covenants	 	 	 
	Collect quarterly and annual operating statements, budgets, rent rolls and borrower financial statements, as applicable	 	X	 
	Deliver one (1) copy of quarterly and annual operating statements, budgets, rent rolls and borrower financial statement, as applicable, promptly, but at least 5 Business Days before the Master Servicer must deliver or make available such items under the Pooling and Servicing Agreement	 	X	 
	 	 	 	 
	11. Borrower Inquiries/Performing Loans	 	 	 
	Respond to routine billing questions	 	X	 
	Assumptions & Due on sale:	 	 	 
	Borrower contact and data gathering	 	X	 
	Underwriting and analysis	 	X	 
	Obtain Special Servicer approval of assumption	 	X	 
	Approve assumption (if Special Servicer consents)	 	X	 
	Close assumption (directly with Borrower)	 	X	 
	Additional Liens, Monetary Encumbrances or Mezzanine Financing:	 	 	 
	Borrower contact and data gathering	 	X	 
	Underwriting and analysis	 	X	 
	Obtain Special Servicer approval of additional lien monetary encumbrance or mezzanine financing	 	X	 
	Approve
additional lien monetary encumbrance or mezzanine financing (if Special Servicer	 	X	 



 






    	K-3



    	 



    




 


	 	MASTER SERVICER	SUB-SERVICER	CUSTODIAN
	 	 	 	 
	consents)	 	 	 
	Close additional lien, monetary encumbrance or mezzanine financing (directly with Borrower)	 	X	 
	Modifications, Waivers, Consents and Extensions (not otherwise provided in this Agreement):	 	 	 
	Borrower contact and data gathering	 	X	 
	Underwriting, analysis and recommendation	 	X	 
	Approval of modification, waivers, consents and extensions (If not a Major Decision)	 	X	 
	Obtain any necessary Special Servicer approval of modification, waiver, consent and extensions (If a Major Decision) and copy the Master Servicer on correspondence to the Special Servicer	 	X	 
	Approve modification, waiver, consent and extensions (If a Major Decision)	X3	 	 
	Closing Documents and Closing	 	X	 
	Response to request for Discounted Payoffs, Workouts, Restructures, Forbearances and Casualties	X	 	 
	Condemnation (only with respect to Specially Serviced Mortgage Loans the Servicer will perform such functions)	X	X	 
	 	 	 	 
	12. Reports due at or following Closing 	 	 	 
	Account Certifications (Exhibit F) - at Closing	 	X	 
	Certificate of Insurance (Exhibit H) – 15 days after Closing	 	X	 
	Initial CREFC Loan Setup File	X	 	 
	Initial CREFC Property File	X	 	 
	Initial CREFC Comparative Financial Status Report	X	 	 
	 	 	 	 
	13. Monthly Reporting 	 	 	 
	  ·      CREFC Reports (CREFC Property File, CREFC Servicer Watch List/Portfolio Review Guidelines, CREFC Comparative Financial Status Report, CREFC Loan Level Reserve/LOC Report and CREFC Total Loan Report)	 	X	 
	  ·       CREFC Loan Periodic Update File and CREFC Delinquent Loan Status Report upon 30 days’ written notice from Servicer	 	X	 
	  ·       Day One Report	 	X	 
	  ·       Remittance Report and/or Collection Report	 	X	 
	 	 	 	 
	14. Quarterly Reporting	 	 	 
	  ·       Quarterly Servicing Account (Exhibit J)	 	X	 



 





 






3 Or Special Servicer if required by Pooling
and Servicing Agreement


 






    	K-4



    	 



    

  


	 	MASTER SERVICER	SUB-SERVICER	CUSTODIAN
	 	 	 	 
	  ·         Quarterly Servicing Certification (Exhibit E)	 	X	 
	  ·         CREFC NOI Adjustment Worksheet	 	X	 
	  ·         CREFC Operating Statement Analysis Report	 	X	 
	 	 	 	 
	15. Release of Collateral	 	 	 
	Borrower contact and data gathering	 	X	 
	Underwriting, analysis and recommendation	 	X	 
	Approval of Release (If not a Major Decision)	 	X	 
	Obtain any necessary Special Servicer approval of Release (If a Major Decision) and copy the Master Servicer on correspondence to the Special Servicer	 	X	 
	Approve Release (If a Major Decision)	X4	 	 
	Request delivery of files from Custodian	X	 	 
	Preparation and recordation of release deeds all Loans (full and partial)	 	X	 
	 	 	 	 
	16. Property Annual Inspections	 	 	 
	Conduct site inspection	 	X	 
	Deliver copy of site inspection to Master Servicer within 30 days after completion and receipt of such inspection report but not later than December 15 of each year 	 	X	 
	 	 	 	 
	17.  Preparation of IRS Reporting (l098s and 1099s or other tax reporting requirements) by January 31 of each year.  Provide copy to Servicer upon request	 	X	 
	 	 	 	 
	18.  Provide annual statement of compliance at the times and in the manner set forth in Section 3.01(c)(35) of this Agreement	 	X	 
	 	 	 	 
	19.  Provide a report regarding Sub-Servicers assessment of compliance with servicing criteria and a report by a registered public accounting firm that attests to and reports on such assessment report at the times in the manner and as specified in Section 3.01(c)(35) of this Agreement	 	X	 
	 	 	 	 
	20. Compensation	 	 	 
	Sub-Servicer Fee and other fees payable to the Sub-Servicer by the B Note holders or the holders of the Serviced Companion Mortgage Loans	 	X	 
	Investment earnings on Sub-Servicer Collection Account and the Sub-Servicer Loan Combination 	 	X	 



 






    	K-5



    	 



    




 


	 	MASTER SERVICER	SUB-SERVICER	CUSTODIAN
	 	 	 	 
	Custodial Account	 	 	 
	Investment earnings on tax & insurance reserves not payable to borrower	 	X	 
	Investment earnings on reserve accounts not payable to borrower	 	X	 
	Default Charges to the extent collected from borrower 	X	 	 
	Fees for late submission of financials to the extent collected from the borrower	 	X	 
	 	 	 	 
	21. Defeasance 	 	 	 
	Coordinate, analyze and process defeasance request	 	X	 
	Provide to Servicer certificate re satisfaction of defeasance requirements	 	X	 
	Service Defeasance Loans	 	X	 
	Retain all processing fees associated with a defeasance 	 	X	 


 






    	K-6



    	 



    

 


EXHIBIT L


 


FORM OF REMITTANCE REPORT






	Wells
    Fargo Loan Number	Subservicer
    Loan #	Beginning
    Principal Balance	Gross
    P&I Payment	Net
    Principal Payment	Gross
    Interest Payment	Interest
    Rate	Subservice
    Fee Amount	Net
    Interest Payment	Late
    Charge Payment/

    Default Payment	Total
    Net Remittance	Ending
    Principal Balance	Payment
    Date Recd From Borrower	Paid
    to Date	Limited
    Servicing Fee
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
    REMITTANCE	0.00	0.00	0.00	0.00	 	0.00	0.00	0.00	0.00	0.00	 	 	0.00


 






    	L-1