Exhibit 10.5


 


Execution Copy


 


WELLS FARGO BANK,

NATIONAL ASSOCIATION,

Master Servicer



and



PRINCIPAL GLOBAL INVESTORS, LLC,

Sub-Servicer



SUB-Servicing AGREEMENT



Dated as of July 1, 2016



 


Citigroup Commercial Mortgage Trust 2016-P4

Commercial Mortgage Pass-Through Certificates

Series 2016-P4 


 




    	 



     


    

 


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 July 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”), CWCapital 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”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”),
and the Master Servicer, as master servicer, have entered into that certain Pooling and Servicing Agreement dated as of July 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 Esplanade I and the Serviced Pari Passu Companion Loan.


 


“Serviced Pari Passu Companion
Loan” shall mean the Esplanade I 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 September 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)(34) 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)(34) 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 September 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)(34)
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)(35) 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)(34) 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 September 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)(34) 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 September 30 of each year, beginning
September 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. Section
3.10(a) is not incorporated by reference herein. 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). The Sub-Servicer
shall cooperate fully with the Master Servicer and provide the Master Servicer (via electronic delivery) with any information in
its possession requested by the Master Servicer necessary for the Master Servicer to comply with its obligations under the second
paragraph of Section 3.10(a) of the Pooling and Servicing Agreement.


 


(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 (a) through
(d) 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


 






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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) 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


 






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(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 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.


 






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(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 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) without the prior


 






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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 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


 






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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, 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 3.32. Section
3.32 is not incorporated by reference herein; however, 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
or that the Special Servicer is a Borrower Party with respect to an Excluded Special Servicer Mortgage Loan, any information or
reports that solely relate to such Excluded Controlling Class Mortgage Loan or Excluded Special Servicer Mortgage Loan and/or the
related Mortgaged Property(ies) delivered by the Sub-Servicer to the Master Servicer shall be delivered via e-mail in one or more
separate files labeled “Excluded Information”.


 


(34)       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


 






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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 September 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 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)(35) 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.


 


(35)       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


 






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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 Agreement). Section 3.01(c)(34) 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)(35) 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.


 


(36)       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)(36),
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


 






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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 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


 






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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 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


 






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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 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)(36), (ii) the failure of any Servicing Function Participant or Additional Servicer retained by it to perform
its obligations under this Section 3.01(c)(36), (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)(36), 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


 






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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)(36) is unavailable or insufficient to hold harmless any Certification Party, the Depositor, the
Other Depositor or the 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)(36).


 


(37)       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


 






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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 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


 






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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 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.


 






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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 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 (34) 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


 






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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


 


(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


 






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(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-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


 






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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.


 


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


 






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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.


 


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.


 






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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.


 


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:


 






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		(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-P4


 


			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-P4



 


		(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-P4



 


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.


 






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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.


 


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


 






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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.


 


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)(36), 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)(36),
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).


 






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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.


 


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/ Nachette Hadden
	 	 	Name:  Nachette Hadden
	 	 	Title:    Director


 


 





CGCMT 2016-P4


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-P4


Principal Sub-Servicing Agreement








    	 



     


    

 


EXHIBIT A


 


MORTGAGE LOAN SCHEDULE


 


	Mortgage

Loan Number	Property Name	Cut-Off Date

Balance	Sub-Servicing

Fee%


	3	Esplanade I	$41,500,000	0.0100%*
	15	Highridge Crossing	$17,600,000	0.0100%
	17	Hilton Suites Lexington Green	$15,050,000	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-P4


 


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-P4


 


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-P4


 


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)(36) 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)(36) 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	 



 





 






4 Or Special Servicer if required by Pooling and Servicing Agreement


 






    	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