Exhibit 4.2


 


CITIGROUP COMMERCIAL MORTGAGE SECURITIES
INC.,

Depositor,


 


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

Master Servicer,


 


C-III
Asset Management LLC,

Special Servicer,


 


Park
Bridge Lender Services LLC,

Operating Advisor,


 


CITIBANK, N.A.,

Certificate Administrator,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

Trustee


 





 



 





POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2015


 

 



 


Commercial Mortgage Pass-Through Certificates

Series 2015-GC35


 




    	 



    	 



    










	 	 	 
	TABLE OF CONTENTS
	 
	 	 	Page
	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 	 	 
	Section 1.01	Defined Terms	4
	Section 1.02	Certain Calculations	120
	Section 1.03	Certain Constructions	124
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS;
	ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	125
	Section 2.02	Acceptance by the Trustee, the Custodian and the Certificate Administrator	129
	Section 2.03	Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches of Representations and Warranties	131
	Section 2.04	Representations and Warranties of the Depositor	139
	Section 2.05	Representations, Warranties and Covenants of the Master Servicer	141
	Section 2.06	Representations, Warranties and Covenants of the Special Servicer	143
	Section 2.07	Representations and Warranties of the Trustee	145
	Section 2.08	Representations and Warranties of the Certificate Administrator	146
	Section 2.09	Representations, Warranties and Covenants of the Operating Advisor	148
	Section 2.10	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	149
	Section 2.11	Miscellaneous REMIC and Grantor Trust Provisions	150
	 	 	 
	ARTICLE III
	 	 	 
	ADMINISTRATION AND SERVICING
	OF THE MORTGAGE LOANS
	 	 	 
	Section 3.01	Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Trust Loans	151
	Section 3.02	Liability of the Master Servicer	162
	Section 3.03	Collection of Certain Mortgage Loan Payments	163
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	164
	Section 3.05	Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	167


 






    	-i-



    	 



    






	 	 	 
	 	 	Page
	 	 	 
	Section 3.05 A.	Loan Combination Custodial Account	171
	Section 3.06	Permitted Withdrawals From the Collection Account	173
	Section 3.06 A.	Permitted Withdrawals From the Loan Combination Custodial Account	179
	Section 3.07	Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	184
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	186
	Section 3.09	Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	191
	Section 3.10	Appraisal Reductions; Calculation and allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	197
	Section 3.11	Trustee to Cooperate; Release of Mortgage Files	204
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	205
	Section 3.13	Compensating Interest Payments	212
	Section 3.14	Application of Penalty Charges and Modification Fees	212
	Section 3.15	Access to Certain Documentation	214
	Section 3.16	Title and Management of REO Properties	216
	Section 3.17	Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Trust Loans	220
	Section 3.18	Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced Companion Loan Holder	228
	Section 3.19	Lock-Box Accounts, Escrow Accounts	229
	Section 3.20	Property Advances	230
	Section 3.21	Appointment of Special Servicer; Asset Status Reports	234
	Section 3.22	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	239
	Section 3.23	Interest Reserve Account	240
	Section 3.24	Modifications, Waivers and Amendments	240
	Section 3.25	Additional Obligations With Respect to Certain Mortgage Loans	245
	Section 3.26	Certain Matters Relating to the Outside Serviced Trust Loans	245
	Section 3.27	Additional Matters Regarding Advance Reimbursement	246
	Section 3.28	Serviced Companion Loan Intercreditor Matters	248
	Section 3.29	Appointment and Duties of the Operating Advisor	250
	Section 3.30	Rating Agency Confirmation	254
	Section 3.31	General Acknowledgement Regarding Companion Loan Holders	257
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	Section 4.01	Distributions	257
	Section 4.02	Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	271
	Section 4.03	Compliance With Withholding Requirements	286


 







    	-ii-



    	 



    





	 	 	Page
	 	 	 
	Section 4.04	REMIC Compliance	286
	Section 4.05	Imposition of Tax on the Trust REMICs	289
	Section 4.06	Remittances; P&I Advances	290
	Section 4.07	Grantor Trust Reporting	295
	Section 4.08	Calculations	296
	 
	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	296
	Section 5.02	Form and Registration	297
	Section 5.03	Registration of Transfer and Exchange of Certificates	300
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	307
	Section 5.05	Persons Deemed Owners	308
	Section 5.06	Appointment of Paying Agent	308
	Section 5.07	Access to Certificateholders’ Names and Addresses; Special Notices	308
	Section 5.08	Actions of Certificateholders	309
	Section 5.09	Authenticating Agent	309
	Section 5.10	Appointment of Custodian	310
	Section 5.11	Maintenance of Office or Agency	311
	Section 5.12	Exchanges of Exchangeable Certificates	311
	 	 	 
	ARTICLE VI
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE	 
	OPERATING ADVISOR AND THE CONTROLLING CLASS REPRESENTATIVE	 
	 	 	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	313
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor	314
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	314
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	316
	Section 6.05	Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	318
	Section 6.06	Master Servicer, Special Servicer as Owner of a Certificate	318
	Section 6.07	Rating Agency Fees	319
	Section 6.08	Termination of the Special Servicer Without Cause	319
	Section 6.09	The Directing Holder and the Controlling Class Representative	326


  




    	-iii-



    	 



    








	 	 	Page
	 	 	 
	ARTICLE VII
	 	 	 
	DEFAULT
	Section 7.01	Servicer Termination Events	332
	Section 7.02	Trustee to Act; Appointment of Successor	338
	Section 7.03	Notification to Certificateholders	340
	Section 7.04	Other Remedies of Trustee	340
	Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	340
	Section 7.06	Termination of the Operating Advisor	342
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	345
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	348
	Section 8.03	Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	351
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	353
	Section 8.05	Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification	353
	Section 8.06	Eligibility Requirements for the Trustee and the Certificate Administrator	356
	Section 8.07	Resignation and Removal of the Trustee or the Certificate Administrator	357
	Section 8.08	Successor Trustee or Successor Certificate Administrator	358
	Section 8.09	Merger or Consolidation of the Trustee or the Certificate Administrator	359
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	359
	Section 8.11	Access to Certain Information	361
	 
	ARTICLE IX
	 	 	 
	TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
	 	 	 
	Section 9.01	Termination; Optional Mortgage Loan Purchase	363
	 	 	 
	ARTICLE X
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 
	Section 10.01	Intent of the Parties; Reasonableness	367
	Section 10.02	Succession; Sub-Servicers; Subcontractors	368
	Section 10.03	Filing Obligations	370


 






    	-iv-



    	 



    









	 	 	Page
	 	 	 
	Section 10.04	Form 10-D Filings	371
	Section 10.05	Form 10-K Filings	373
	Section 10.06	Sarbanes-Oxley Certification	377
	Section 10.07	Form 8-K Filings	377
	Section 10.08	Annual Compliance Statements	380
	Section 10.09	Annual Reports on Assessment of Compliance With Servicing Criteria	381
	Section 10.10	Annual Independent Public Accountants’ Servicing Report	383
	Section 10.11	Significant Obligors	384
	Section 10.12	Indemnification	386
	Section 10.13	Amendments	389
	Section 10.14	Regulation AB Notices	389
	Section 10.15	Termination of the Certificate Administrator	390
	Section 10.16	Termination of the Master Servicer or the Special Servicer	390
	Section 10.17	Termination of Sub-Servicing Agreements	390
	Section 10.18	Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	391
	Section 10.19	Termination of Exchange Act Filings With Respect to the Trust	393
	 	 	 
	ARTICLE XI
	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 11.01	Counterparts	393
	Section 11.02	Limitation on Rights of Certificateholders	394
	Section 11.03	Governing Law	394
	Section 11.04	Notices	395
	Section 11.05	Severability of Provisions






	397




	Section 11.06	Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	398
	Section 11.07	Amendment	399
	Section 11.08	Confirmation of Intent	403
	Section 11.09	Third-Party Beneficiaries	403
	Section 11.10	Request by Certificateholders or the Serviced Companion Loan Holder	404
	Section 11.11	Waiver of Jury Trial	404
	Section 11.12	Submission to Jurisdiction	404
	Section 11.13	Exchange Act Rule 17g-5 Procedures	405
	Section 11.14	Precautionary Trust Indenture Act Provisions	410
	Section 11.15	Cooperation with the Mortgage Loan Sellers with Respect to
    Rights
    Under the Loan Agreements	411
	Section 11.16	PNC Bank, National Association	411


 






    	-v-



    	 



    




	 	 
	TABLE OF EXHIBITS
	 
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-AB Certificate
	Exhibit A-6	Form of Class X-A Certificate
	Exhibit A-7	Form of Class X-B Certificate
	Exhibit A-8	Form of Class A-S Certificate
	Exhibit A-9	Form of Class B Certificate
	Exhibit A-10	Form of Class PEZ Certificate
	Exhibit A-11	Form of Class C Certificate
	Exhibit A-12	Form of Class D Certificate
	Exhibit A-13	Form of Class X-D Certificate
	Exhibit A-14	Form of Class E Certificate
	Exhibit A-15	Form of Class F Certificate
	Exhibit A-16	Form of Class G Certificate
	Exhibit A-17	Form of Class H Certificate
	Exhibit A-18	Form of Class R Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Request for Release
	Exhibit D	Form of Distribution Date Statement
	Exhibit E	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit H	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit J	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit K	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2	Form of Transferor Letter
	Exhibit L-3	Form of Transferee Letter
	Exhibit L-4	Form of Investment Representation Letter
	Exhibit M-1A	Form of Investor Certification for Obtaining Information and Notices (for persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)


 






    	-i-



    	 



    










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


    




    	-ii-



    	 



    

 


Pooling and Servicing
Agreement, dated as of December 1, 2015, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee.


 


PRELIMINARY STATEMENT:



(Terms used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


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


 


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


 


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


 


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


 




    	 



    	 



    


 


UPPER-TIER REMIC


 


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





	 	 	 	 	 
	Class
        Designation

        
	 	Approximate

Initial

Pass-Through Rate

(per annum) 
	 	Original

Certificate Principal Amount / Original Notional Amount 

	Class A-1	 	1.847%	 	$30,787,000
	Class A-2	 	3.063%	 	$111,638,000
	Class A-3	 	3.549%	 	$200,000,000
	Class A-4	 	3.818%	 	$386,647,000
	Class A-AB	 	3.608%	 	$44,547,000
	Class X-A(1)	 	1.062%	 	$838,548,000
	Class X-B(1)	 	0.306%	 	$59,403,000
	Class A-S Regular Interest	 	4.072%	 	$64,929,000
	Class B Regular Interest	 	4.346%	 	$59,403,000
	Class C Regular Interest	 	4.652%	 	$59,403,000
	Class D	 	3.236%	 	$58,021,000
	Class X-D(1)	 	1.416%	 	$58,021,000
	Class E	 	4.652%	 	$29,011,000
	Class F	 	4.652%	 	$11,052,000
	Class G	 	4.652%	 	$11,052,000
	Class H	 	4.652%	 	$38,681,053
	Class R(2)	 	N/A	 	N/A
	 	 	 	 	 







 






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



 


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



 


LOWER-TIER REMIC


 


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


 






    	-2-



    	 



    

 


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





	 	 	 	 	 	 	 
	Class Designation	 	Corresponding
    Lower-Tier Regular Interest(1)(2)	 	Original
    Lower-Tier 

    Principal Balance	 	Corresponding
    Component(2)
	Class A-1	 	LA-1	 	$30,787,000	 	Class A-1
	Class A-2	 	LA-2	 	$111,638,000	 	Class A-2
	Class A-3	 	LA-3	 	$200,000,000	 	Class A-3
	Class A-4	 	LA-4	 	$386,647,000	 	Class A-4
	Class A-AB	 	LA-AB	 	$44,547,000	 	Class A-AB
	Class A-S Regular Interest	 	LA-S	 	$64,929,000	 	Class A-S
	Class B Regular Interest	 	LB	 	$59,403,000	 	Class B
	Class C Regular Interest	 	LC	 	$59,403,000	 	N/A
	Class D	 	LD	 	$58,021,000	 	Class D
	Class E	 	LE	 	$29,011,000	 	N/A
	Class F	 	LF	 	$11,052,000	 	N/A
	Class G	 	LG	 	$11,052,000	 	N/A
	Class H	 	LH	 	$38,681,053	 	N/A







 





 









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



 


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



 


GRANTOR TRUST


 


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


   






    	-3-



    	 



    

 


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


 


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





	 	 	 	 	 
	Class
                                         Designation

        
	 	Approximate
                                         Initial Pass-Through Rate (per annum) 
	 	Original
                                         Certificate 

                                         Principal Amount 

	Class A-S(1)	 	4.072%	 	$64,929,000
	Class B(2)	 	4.346%	 	$59,403,000
	Class PEZ(3)	 	N/A(4)	 	$0
	Class C(5)	 	4.652%	 	$59,403,000
	 	 	 	 	 


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



 


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



 


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



 


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



 


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



 


As of the Cut-Off Date,
the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,105,171,053.


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 



    	-4-



    	 



    




 


“590 Madison
Avenue Co-Lender Agreement”: With respect to the 590 Madison Avenue Loan Combination, the related co-lender agreement,
dated as of September 23, 2015, by and between the holder of the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Companion
Loan Holders, relating to the relative rights of the holder of the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue
Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


“590 Madison
Avenue Companion Loans”: The 590 Madison Avenue Pari Passu Companion Loans and the 590 Madison Avenue Subordinate Companion
Loan.


 


“590 Madison
Avenue Companion Loan Holder”: The holder of a 590 Madison Avenue Companion Loan.


 


“590 Madison
Avenue Loan Combination”: The 590 Madison Avenue Mortgage Loan, together with the 590 Madison Avenue Companion Loans,
each of which is secured by the 590 Madison Avenue Mortgage. References herein to the 590 Madison Avenue Loan Combination shall
be construed to refer to the aggregate indebtedness secured under the 590 Madison Avenue Mortgage.


 


“590 Madison
Avenue Mortgage”: The Mortgage securing the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue Companion Loans.


 


“590 Madison
Avenue Mortgage Loan”: With respect to the 590 Madison Avenue Loan Combination, the Mortgage Loan included in the Trust,
which is: (i) secured by the 590 Madison Avenue Mortgaged Property; (ii) evidenced by promissory note A-3; and (iii) to the extent
set forth in the related Loan Documents and as provided in the 590 Madison Avenue Co-Lender Agreement, pari passu in right of payment
with the 590 Madison Avenue Pari Passu Companion Loans and senior in right of payment to the 590 Madison Avenue Subordinate Companion
Loan.


 


“590 Madison
Avenue Mortgaged Property”: The Mortgaged Property identified on the Mortgage Loan Schedule as 590 Madison Avenue.


 


“590 Madison
Avenue Pari Passu Companion Loans”: With respect to the 590 Madison Avenue Loan Combination, the related promissory notes
made by the related Mortgagor and secured by the 590 Madison Avenue Mortgage and designated as promissory notes A-1 and A-2, which
are: (i) not included in the Trust; and (ii) to the extent set forth in the related Loan Documents and as provided in the 590 Madison
Avenue Co-Lender Agreement, pari passu in right of payment with the 590 Madison Avenue Mortgage Loan and senior in right of payment
to the 590 Madison Avenue Subordinate Companion Loan.


 


“590 Madison
Avenue Subordinate Companion Loan”: With respect to the 590 Madison Avenue Loan Combination, the related promissory note
made by the related Mortgagor and secured by the 590 Madison Avenue Mortgage and designated as promissory note B, which is not
included in the Trust and is subordinate in right of payment to the 590 Madison Avenue Mortgage Loan and the 590 Madison Avenue
Pari Passu Companion Loans to the extent set forth in the related Loan Documents and as provided in the 590 Madison Avenue Co-Lender
Agreement.


 



    	-5-



    	 



    




 


“750 Lexington
Avenue Co-Lender Agreement”: With respect to the 750 Lexington Avenue Loan Combination, the related co-lender agreement,
dated as of October 1, 2015, by and between the holder of the 750 Lexington Avenue Mortgage Loan and the 750 Lexington Avenue Companion
Loan Holder, relating to the relative rights of the holder of the 750 Lexington Avenue Mortgage Loan and the 750 Lexington Avenue
Companion Loan Holder, as the same may be amended from time to time in accordance with the terms thereof.


 


“750 Lexington
Avenue Companion Loan”: With respect to the 750 Lexington Avenue Loan Combination, the related promissory note made by
the related Mortgagor and secured by the 750 Lexington Avenue Mortgage and designated as promissory note A-1, which is not included
in the Trust and is pari passu in right of payment with the 750 Lexington Avenue Mortgage Loan to the extent set forth in the related
Loan Documents and as provided in the 750 Lexington Avenue Co-Lender Agreement.


 


“750 Lexington
Avenue Companion Loan Holder”: The holder of the 750 Lexington Avenue Companion Loan.


 


“750 Lexington
Avenue Loan Combination”: The 750 Lexington Avenue Mortgage Loan, together with the 750 Lexington Avenue Companion Loan,
each of which is secured by the 750 Lexington Avenue Mortgage. References herein to the 750 Lexington Avenue Loan Combination shall
be construed to refer to the aggregate indebtedness secured under the 750 Lexington Avenue Mortgage.


 


“750 Lexington
Avenue Mortgage”: The Mortgage securing the 750 Lexington Avenue Mortgage Loan and the 750 Lexington Avenue Companion
Loan.


 


“750 Lexington
Avenue Mortgage Loan”: With respect to the 750 Lexington Avenue Loan Combination, the Mortgage Loan included in the Trust,
which is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as 750 Lexington Avenue, (ii) evidenced
by a promissory note A-2 and (iii) pari passu in right of payment with the 750 Lexington Avenue Companion Loan to the extent set
forth in the related Loan Documents and as provided in the 750 Lexington Avenue Co-Lender Agreement.


 


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


 


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


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination), any Default arising when
the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that
covers


 



    	-6-



    	 



    

 


damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in
accordance with the Servicing Standard (and, with the consent of the related Directing Holder, unless (if the Controlling Class
Representative is the related Directing Holder) a Control Termination Event has occurred and is continuing), that (i) such insurance
is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of
similar real properties located in or near the geographic region in which the Mortgaged Property is located (but only by reference
to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any
rate; provided, however, that the related Directing Holder shall have no more than 30 days to respond to the Special
Servicer’s request for such consent; provided, further, that upon the Special Servicer’s determination,
consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the related
Directing Holder, the Special Servicer shall not be required to do so. In making this determination, the Special Servicer, to the
extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


“Accrued Component
Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X Strip
Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component outstanding
immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with respect
to any Component and any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such
Distribution Date occurs.


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-7-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-8-



    	 



    

 


securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. The Trustee and/or the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master
Servicer, the Special Servicer or the Depositor to determine whether any Person is an Affiliate of such party.


 


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


 


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


 


“Anchorage Marriott
Downtown Co-Lender Agreement”: With respect to the Anchorage Marriott Downtown Loan Combination, the related co-lender
agreement, dated as of December 1, 2015, by and between the holder of the Anchorage Marriott Downtown Mortgage Loan and the Anchorage
Marriott Downtown Companion Loan Holder, relating to the relative rights of the holder of the Anchorage Marriott Downtown Mortgage
Loan and the Anchorage Marriott Downtown Companion Loan Holder, as the same may be amended from time to time in accordance with
the terms thereof.


 


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


 


“Anchorage Marriott
Downtown Companion Loan Holder”: The holder of the Anchorage Marriott Downtown Companion Loan.


 


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


 


“Anchorage Marriott
Downtown Mortgage”: The Mortgage securing the Anchorage Marriott Downtown Mortgage Loan and the Anchorage Marriott Downtown
Companion Loan.


 


“Anchorage Marriott
Downtown Mortgage Loan”: With respect to the Anchorage Marriott Downtown Loan Combination, the Mortgage Loan included
in the Trust, which is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Anchorage Marriott Downtown,
(ii) evidenced by a promissory note A-1 and (iii) pari passu in right of


 






    	-9-



    	 



    

 


payment with the Anchorage Marriott Downtown Companion
Loan to the extent set forth in the related Loan Documents and as provided in the Anchorage Marriott Downtown Co-Lender Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as
to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount (subject
to the operation of the final paragraph of Section 3.10(a)) equal to the excess, if any, of (a) the Stated Principal Balance
of such Serviced Mortgage Loan (or Serviced Loan Combination) as of the last day of the related Collection Period over (b) the
excess of (i) the sum of (A) 90% of the appraised value of the related Mortgaged Property or Properties (as determined by one or
more Appraisals obtained by the Special Servicer (the cost of which shall be advanced by the Master Servicer as a Property Advance
unless such Property Advance would be a Nonrecoverable Advance)), minus such downward adjustments as the Special Servicer may make
in accordance with the Servicing Standard (without implying any obligation to do so) based upon the Special Servicer’s review
of the Appraisal and such other information as the


 






    	-10-



    	 



    

 


Special Servicer may deem appropriate and (B) all escrows, letters of credit
and reserves in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) as of the date of the calculation over (ii)
the sum, as of the Due Date occurring in the month of the date of determination, of (A) to the extent not previously advanced by
the Master Servicer or the Trustee, all unpaid interest on such Serviced Mortgage Loan (or Serviced Loan Combination) at a per
annum rate equal to its Mortgage Rate (and with respect to a Serviced Loan Combination, interest on the related Serviced Companion
Loan(s) at the related Mortgage Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances
as to which the advancing party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances),
with interest thereon at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) and (C) all
currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees
and all other amounts, due and unpaid with respect to such Serviced Mortgage Loan (or Serviced Loan Combination) (which taxes,
premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or
the Trustee, as applicable, and/or for which funds have not been escrowed). Promptly upon the occurrence of an Appraisal Reduction
Event (or a longer period so long as the Special Servicer is (as certified thereby to the Trustee in writing) diligently and in
good faith proceeding to obtain such), if an Appraisal has not been obtained within the immediately preceding nine (9) months (or
if the Special Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the
Special Servicer shall obtain an Appraisal, the costs of which shall be paid by the Master Servicer as a Property Advance (or as
an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a
Nonrecoverable Advance). The Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its
possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition thereof
using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable written
request. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify Appraisal Reduction
Amounts. On the first Determination Date occurring on or after the receipt of such Appraisal, the Special Servicer shall calculate
or adjust, as applicable, the Appraisal Reduction Amount to take into account such Appraisal and such information, if any, reasonably
requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction
Amount. Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a) of
this Agreement but is not obtained within 120 days following the events described in the applicable clause of the definition “Appraisal
Reduction Event” (without regard to the time periods stated therein), then, until such Appraisal is obtained and solely for
purposes of determining the amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to the related Serviced
Mortgage Loan will equal 25% of the Stated Principal Balance of such related Serviced Mortgage Loan; provided that, upon
receipt of an Appraisal, however, the Appraisal Reduction Amount for such Serviced Mortgage Loan (or Serviced Loan Combination)
will be recalculated in accordance with this definition without regard to this sentence. With respect to each Serviced Loan as
to which an Appraisal Reduction Event has occurred (unless the Serviced Loan has become a Corrected Loan (if a Servicing Transfer
Event had occurred with respect to the related Serviced Loan) and has remained current for three consecutive Monthly Payments,
and with respect to which no other Appraisal Reduction Event has occurred during the


 






    	-11-



    	 



    

 


preceding three months), the Special Servicer
shall, within 30 days of each anniversary of such Appraisal Reduction Event, order an Appraisal (which may be an update of the
prior Appraisal) (the cost of which will be covered by, and reimbursable as, a Property Advance by the Master Servicer or as an
expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable
Advance), provided, however, no new or updated Appraisal will be required if the Serviced Loan or REO Property is
under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary thereof and the Special Servicer reasonably
believes such sale is likely to close. Based upon such Appraisal or letter updates thereto, the Special Servicer shall determine
and report to the Master Servicer and the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such
Serviced Mortgage Loan (or Serviced Loan Combination), and each of those parties shall be entitled to rely conclusively on such
determination by the Special Servicer. The Special Servicer shall deliver a copy of any such Appraisal to the Master Servicer and
the Certificate Administrator, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with
respect to the next Distribution Date to take into account any subsequent Appraisal and annual letter updates, as of the date of
each such subsequent Appraisal or letter update.


 


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


 


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


 


Notwithstanding the foregoing,
with respect to each Outside Serviced Trust Loan, the Appraisal Reduction Amount shall be the portion of any “Appraisal Reduction
Amount” relating to such Outside Serviced Loan Combination, that is calculated pursuant to the applicable Outside Servicing
Agreement by the related Outside Special Servicer or related Outside Servicer, as applicable, and that is allocable to such Outside
Serviced Trust Loan pursuant to such Outside Servicing Agreement and the related Co-Lender Agreement. The parties hereto shall
be entitled to rely on such calculations as reported to them by the related Outside Servicer. By their acceptance of their Certificates,
the Certificateholders shall be deemed to have acknowledged that the applicable Outside Servicing Agreement and the related Co-Lender
Agreement, taken together, provide that any such “Appraisal Reduction Amount” will be calculated under the applicable
Outside Servicing Agreement by the applicable party thereto.


 



    	-12-



    	 



    




 


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


 


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


 


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


 


“Appraiser”:
An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of the
Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers, is
certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type and market.


 



    	-13-



    	 



    




 


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


 


“Asset Review”:
Any review of representations and warranties conducted by an Other Asset Representations Reviewer, as contemplated by Item 1101(m)
of Regulation AB.


 


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


 


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


 


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


 


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


 


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


 


(a)           the
aggregate amount relating to the Trust Fund on deposit in the Collection Account and the Lower-Tier Distribution Account, as of
the close of business on the Business Day immediately preceding the related Master Servicer Remittance Date, exclusive of (without
duplication) any portion of the foregoing that represents:


 


(i)          all
Monthly Payments and Balloon Payments paid by the Mortgagors that are due on a Due Date (without regard to grace periods) after
the end of the related Collection Period;


 


(ii)         all
unscheduled payments of principal (including Principal Prepayments (together with any related payments of interest allocable to
the period following the Due Date for the related Mortgage Loan during the related Collection Period)), Net Liquidation Proceeds,
Net Insurance Proceeds or Net


 






    	-14-



    	 



    

 


Condemnation Proceeds and other unscheduled recoveries, together with any Monthly Payments and any
Balloon Payments, that were received in respect of the Mortgage Pool subsequent to the related Determination Date (other than any
remittances on the Outside Serviced Trust Loans or the Trust’s interest in any related REO Property contemplated by clause
(b) of this definition);


 


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


 


(iv)       all
amounts representing Excess Interest;


 


(v)        all
Yield Maintenance Charges;


 


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


 


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


 


(viii)     with
respect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest
Reserve Account, and any Distribution Date in January (except in a leap year) or February of each calendar year (commencing in
2016) (unless, in either case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest
on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding
the month in which the subject Distribution Date occurs at the related Mortgage Rate, less the Administrative Cost Rate, to the
extent such amounts are on deposit in the Collection Account and held pending transfer to the Interest Reserve Account;


 


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


 


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


 



    	-15-



    	 



    




 


(d)          for
the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the Withheld Amounts
remitted to the Lower-Tier Distribution Account pursuant to Section 3.23 of this Agreement.


 


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


 


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


 


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


 


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


 


“Beneficial
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer shall have the right to require, as a condition to
acknowledging the status of any Person as a


 






    	-16-



    	 



    

 


Beneficial Owner under this Agreement, that such Person provide evidence (which may
be in the form of an Investor Certification) at its expense of its status as a Beneficial Owner hereunder.


 


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


 


“Borrower Party”:
Either (i) a borrower, a Mortgagor or a manager of a Mortgaged Property or any Affiliate of any of the foregoing or (ii) a lender
under a mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under a Mortgage Loan or
Loan Combination) that has accelerated such mezzanine loan or commenced foreclosure proceedings against the equity collateral pledged
to secure that mezzanine loan or any Affiliate of such accelerating or foreclosing mezzanine lender.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	-17-



    	 



    




 


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


 


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


 


“Certificate
Principal Amount”: With respect to any Class of Sequential Pay Certificates or Class PEZ Regular Interest, (a) as of
any date of determination on or prior to the first Distribution Date, an amount (adjusted in the case of any Class of Class A-S,
Class B and Class C Certificates to take into account any Certificate exchanges pursuant to Section 5.12 of this Agreement
from and including the Closing Date up to and including such date of determination) equal to the aggregate initial Certificate
Principal Amount of such Class of Sequential Pay Certificates or such Class PEZ Regular Interest, as specified in the Preliminary
Statement hereto, and (b) as of any date of determination after the first Distribution Date, an amount (adjusted in the case of
any Class of Class A-S, Class B and Class C Certificates to take into account any Certificate exchanges pursuant to Section
5.12 of this Agreement after the Distribution Date immediately prior to such date of determination up to and including such
date of determination) equal to the Certificate Principal Amount of such Class of Sequential Pay Certificates or such Class PEZ
Regular Interest on the Distribution Date immediately prior to such date of determination, after any actual distributions of principal
thereon and allocations of Realized Losses thereto on such prior Distribution Date, and after any increases to such Certificate
Principal Amount on such prior Distribution Date (as and to the extent provided in the penultimate sentence of the first paragraph
of Section 4.01(f) of this Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out
of collections of principal on the Mortgage Loans. The Certificate Principal Amount of the Class PEZ Component A-S shall at all
times equal the Class A-S-PEZ Percentage Interest of the Certificate Principal Amount of the Class A-S Regular Interest. The Certificate
Principal Amount of the Class PEZ Component B shall at all times equal the Class B-PEZ Percentage Interest of the Certificate Principal
Amount of the Class B Regular Interest. The Certificate Principal Amount of the Class PEZ Component C shall at all times equal
the Class C-PEZ Percentage Interest of the Certificate Principal Amount of the Class C Regular Interest. The Certificate Principal
Amount of the Class PEZ Certificates shall at all times equal the aggregate Certificate Principal Amount of the Class PEZ Components.


 


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


 


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


 



    	-18-



    	 



    




 


(a) solely for the purpose
of giving any consent or taking any action pursuant to this Agreement (including voting on amendments to this Agreement) that specifically
relates to the rights, duties, compensation or termination of, and/or any other matter specifically involving, the Depositor, the
Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party, any Certificate
registered in the name of or beneficially owned by such party or any Affiliate thereof shall be deemed not to be outstanding and
the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent or take any such action has been obtained (provided, that notwithstanding the
foregoing, for purposes of exercising any rights it may have solely as a member of the Controlling Class, any Controlling Class
Certificate owned by an Excluded Controlling Class Holder shall be deemed not to be outstanding as to such Excluded Controlling
Class Holder solely with respect to giving consent and taking any action with respect to any related Excluded Controlling Class
Mortgage Loan);


 


(b) solely for the purpose
of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by a manager of a Mortgaged
Property, a Mortgagor or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of a manager
of a Mortgaged Property or a Mortgagor shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent
or take any such action has been obtained; and


 


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


 


“Certificateholder
Quorum” In connection with any solicitation of votes in connection with the replacement of the Special Servicer as described
in the fourth paragraph of Section 6.08(a), the holders of Certificates evidencing at least 50% of the aggregate Voting
Rights (taking into account Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate
Principal Amounts of the Certificates) of all Certificates (other than the Class R Certificates), on an aggregate basis.


 


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


 


“Certifying
Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Trustee or the Certificate
Administrator, as applicable, with an executed Investor Certification.


 


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


 


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


 



    	-19-



    	 



    




 


“CGCMT 2015-GC33
Pooling and Servicing Agreement”: The Citigroup Commercial Mortgage Trust 2015-GC33, Commercial Mortgage Pass-Through
Certificates, Series 2015-GC33 Pooling and Servicing Agreement, dated as of September 1, 2015, between Citigroup Commercial Mortgage
Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer,
Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank Trust Company Americas,
as trustee, as the same may be amended from time to time in accordance with the terms thereof.


 


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


 


“CGMRC Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of December 1, 2015, by and between CGMRC and the
Depositor.


 


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


 


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


 


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


 


“Class A-1 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 1.847%.


 


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


 


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


 


“Class A-2 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 3.063%.


 


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


 


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


 


“Class A-3 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 3.549%.


 



    	-20-



    	 



    




 


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


 


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


 


“Class A-4 Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 3.818%.


 


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


 


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


 


“Class A-AB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.608%.


 


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


 


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


 


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


 


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


 


“Class A-S Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the lesser of 4.072% and the WAC Rate.


 


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


 


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


 



    	-21-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class B Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to the lesser of 4.346% and the WAC Rate.


 


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


 



    	-22-



    	 



    




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-23-



    	 



    

 


and the denominator of which is the Certificate Principal Amount of the Class C Regular Interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class D Pass-Through
Rate”: For any Distribution Date, a per annum rate equal to 3.236%.


 


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


 



    	-24-



    	 



    




 









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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class PEZ Component
A-S”: The portion of the Class A-S Regular Interest equal to the Class A-S-PEZ Percentage Interest of the Class A-S Regular
Interest.


 


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


 


“Class PEZ Component
B”: The portion of the Class B Regular Interest equal to the Class B-PEZ Percentage Interest of the Class B Regular Interest.


 


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


 


“Class PEZ Component
C”: The portion of the Class C Regular Interest equal to the Class C-PEZ Percentage Interest of the Class C Regular Interest.


 






    	-25-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-26-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-27-



    	 



    

 


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


 


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


 


“Closing Date”:
December 8, 2015.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender Agreement”:
With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar
agreement governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s). The only Co-Lender Agreements
related to the Trust as of the Closing Date are the 590 Madison Avenue Co-Lender Agreement, the Westin Boston Waterfront Co-Lender
Agreement, the South Plains Mall Co-Lender Agreement, the Harbor Pointe Apartments Co-Lender Agreement, the Illinois Center Co-Lender
Agreement, the 750 Lexington Avenue Co-Lender Agreement, the Hammons Hotel Portfolio Co-Lender Agreement, the Anchorage Marriott
Downtown Co-Lender Agreement and the JW Marriott Santa Monica Le Merigot Co-Lender Agreement.


 


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


 


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


 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled
“Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of


 






    	-28-



    	 



    

 


Deutsche Bank Trust
Company Americas, as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35” and which must be an Eligible Account.


 


“Collection
Period”: With respect to a Distribution Date and each Mortgage Loan (including an REO Mortgage Loan), the period beginning
on the day immediately following the Due Date (without regard to grace periods) in the month preceding the month in which such
Distribution Date occurs (or, in the case of the Distribution Date occurring in January 2016, beginning on the day after the Cut-Off
Date) and ending on and including the Due Date (without regard to grace periods) in the month in which such Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Loan”:
Any mortgage loan that is part of a Loan Combination but is not an asset of the Trust. The only Companion Loans related to the
Trust as of the Closing Date are the 590 Madison Avenue Companion Loans, the Westin Boston Waterfront Companion Loans, the South
Plains Mall Companion Loans, the Harbor Pointe Apartments Companion Loan, the Illinois Center Companion Loans, the 750 Lexington
Avenue Companion Loan, the Hammons Hotel Portfolio Companion Loans, the Anchorage Marriott Downtown Companion Loan and the JW Marriott
Santa Monica Le Merigot Companion Loan.


 


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


 


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


 


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


 


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced Companion
Loan or any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be
in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified
will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class
of such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a
written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining
to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion
Loan Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion
Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.


 


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


 






    	-29-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-30-



    	 



    

 


Principal Amount of each Class of Certificates (other than the Control Eligible
Certificates) (without regard to the allocation of Appraisal Reduction Amounts) has been reduced to zero. With respect to Excluded
Mortgage Loans, a Consultation Termination Event shall be deemed to exist.


 


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


 


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


 


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


 


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


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by the Controlling
Class Certificateholders representing more than


 






    	-31-



    	 



    

 


50% of the Certificate Principal Amount of the Controlling Class, as identified
by notice to the Certificate Registrar by the applicable Controlling Class Certificateholders from time to time, with notice
of such selection delivered to the Special Servicer, the Master Servicer, the Operating Advisor and the Trustee and the Certificate
Administrator; provided that, (i) absent such selection, or (ii) until a Controlling Class Representative is so
selected, or (iii) upon receipt of notice from the Controlling Class Certificateholders that own Certificates representing
more than 50% of the Certificate Principal Amount of the Controlling Class that a Controlling Class Representative is no longer
so designated, the Controlling Class Representative shall be the Controlling Class Certificateholder that owns Certificates
representing the largest aggregate Certificate Principal Amount of the Controlling Class as identified to the Certificate Registrar.
No Person may exercise any of the consent or consultation rights and powers of the Controlling Class Representative with respect
to an Excluded Mortgage Loan.


 


The initial Controlling
Class Representative on the Closing Date shall be C-III High Yield Real Estate Debt Fund IV TIER Holdings LLC, and the Certificate
Registrar and the other parties to this Agreement shall be entitled to assume C-III High Yield Real Estate Debt Fund IV TIER Holdings
LLC is the Controlling Class Representative on behalf of the Controlling Class Certificateholders, until the Certificate Registrar
receives (a) written notice of a replacement Controlling Class Representative or (b) written notice that C-III High Yield
Real Estate Debt Fund IV TIER Holdings LLC is no longer the Holder (or Beneficial Owner) of a majority of the applicable Controlling
Class.


 


“Corporate Trust
Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate trust
business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee is located
at 1761 East St. Andrew Place, Santa Ana, California, 92705-4934, Attention: Trust Administration – CI1535, (ii) the Certificate
Administrator is located, for certificate transfer purposes, at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310,
Attention - Citibank Agency & Trust, CGCMT 2015-GC35, and for all other purposes, except as specifically set forth herein,
388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Citibank Agency & Trust, CGCMT 2015-GC35.


 


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


 


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


 


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


 


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


 






    	-32-



    	 



    

 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is
a successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers,
trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and
whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed
properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one of the preceding sentences of this definition
does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall
be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Special Servicer and, for so
long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative.


 


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


 


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


 


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


 


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


 


“CREFC®
Capitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense Template”
available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such


 






    	-33-



    	 



    

 


information
and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or no later than 90 days after its adoption, such other form for the presentation of such information and containing
such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities
transactions generally.


 


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


 


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


 


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


 


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


 






    	-34-



    	 



    

 


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


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0005% per annum.


 


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


 


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


 


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


 


(c)           
the following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal
Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of
Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC®
Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC®
Servicer Remittance to Certificate Administrator Template, (viii) CREFC® Significant Insurance Event Template,
(ix) CREFC® Loan Modification Report Template; (x) CREFC® Loan Liquidation Report Template,
(xi) CREFC® REO Liquidation Report Template; (xii) CREFC®


 






    	-35-



    	 



    

 


Payment Posting Instructions Template;
(xiii) CREFC® Modification Posting Instructions Template; (xiv) CREFC® Assumption Modification
Posting Instructions Template, and (xv) CREFC® Capitalized Amounts/Non-Recoverable Trust Expense Template; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
NOI Adjustment Worksheet”: The worksheet in the “NOI Adjustment Worksheet” format substantially in the form
of and containing the information called for therein


 






    	-36-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-37-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other. The only Cross-Collateralized
Group included as assets of the Trust as of the Closing Date is the group of Mortgage Loans secured by the Mortgaged Properties
identified on Annex A to the Prospectus Supplement as 700 North Sacramento Boulevard and 627 North Albany Avenue; provided that
a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized
and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group.


 


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


 






    	-38-



    	 



    

 


“Cross-Over
Date”: The Distribution Date on which the Certificate Principal Amount of each Class of Principal Balance Certificates
(other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates and other than
the Exchangeable Certificates) and each Class PEZ Regular Interest is (or will be) reduced to zero due to the application
of Realized Losses.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination for any Mortgage Loan, the sum of (i) all Appraisal Reduction
Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate
Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Cumulative
Appraisal Reduction Amount.


 


“Custodial Agreement”:
The custodial agreement, if any, from time to time in effect between the Custodian named therein and the Trustee, as the same may
be amended or modified from time to time in accordance with the terms thereof. For avoidance of doubt, as of the Closing Date,
the Custodian is the Trustee.


 


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


 


“Cut-Off Date”:
With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.


 


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


 


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


 


“Debt Service
Coverage Ratio”: With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable), for any twelve-month
period covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income
produced by the related Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (other than
any Balloon Payment) due under such Mortgage Loan (or Serviced Loan Combination, if applicable) during such period; provided
that with respect to the Mortgage Loans (and with respect to any Serviced Loan Combination that includes a Mortgage Loan) identified
on the Mortgage Loan Schedule as paying interest only for a specified period of time set forth in the related Loan Documents and
then paying principal and interest, the related Monthly Payment will be calculated (for purposes of this definition only) to include
interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).


 


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


 






    	-39-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Deficient Exchange
Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Mortgage
Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm,
attorney or other agent retained by such party to prepare such item and (z) delivered by or on behalf of such party pursuant to
the delivery requirements under Article X of this Agreement, that does not conform to the applicable reporting requirements under
the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and/or the rules and regulations promulgated thereunder.


 


“Definitive
Certificate”: Any Certificate in fully registered certificated form without interest coupons.


 


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


 


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


 






    	-40-



    	 



    

 


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).


 


“Depository
Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.


 


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


 


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


 


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


 


(3)          a
copy of the Mortgage;


 


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


 


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


 


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


 


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


 


(8)          legal
description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)        the
related Mortgagor tax ID;


 






    	-41-



    	 



    

 


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


 


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


 


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


 


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


 


“Determination
Date”: With respect to any Distribution Date, the sixth day of the calendar month of the related Distribution Date or,
if the sixth day is not a Business Day, the next Business Day, commencing in January 2016.


 


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


 


“Directly Operate”:
With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided
to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5),
the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary
course of a trade or business or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance
of any construction work on the REO Property (other than the completion of a building or improvement, where more than 10% of the
construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor;
provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate
an REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters
into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to
such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


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


 






    	-42-



    	 



    

 


is
payable to the Special Servicer under this Agreement, and (2) any Permitted Special Servicer/Affiliate Fees.


 


“Disqualified
Non-U.S. Tax Person”: With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than
(i) a Non-U.S. Tax Person that holds the Class R Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a
Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized
tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded
for federal income tax purposes.


 


“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if
all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of
directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or
instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code
(including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined
in Code Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives
described in Code Section 521), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2)
or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any
Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income tax
purposes at any time that the Certificates are outstanding. For purposes of this definition, the terms “United States,”
“State” and “International Organization” shall have the meanings set forth in Code Section 7701 or
successor provisions.


 


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


 


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


 


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


 


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


 


“Due Date”:
With respect to (i) any Mortgage Loan or Serviced Companion Loan on or prior to its Maturity Date, the day of the month set
forth in the related Note on which each Monthly Payment thereon is scheduled to be first due, (ii) any Mortgage Loan or Serviced
Companion Loan after the Maturity Date therefor, the day of the month set forth in the related Note on which each Monthly Payment
on such Mortgage Loan or Serviced Companion Loan, as


 






    	-43-



    	 



    

 


the case may be, had been scheduled to be first due, and (iii) any REO
Mortgage Loan or REO Companion Loan, the day of the month set forth in the related Note on which each Monthly Payment on the related
Mortgage Loan or Serviced Companion Loan, as the case may be, had been scheduled to be first due.


 


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


 


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


 


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


 


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


 


“Eligible Account”:
Any of (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company
(including the Trustee and the Certificate Administrator), the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial paper of which are rated by Fitch and Moody’s
in its highest rating category at all times (or, in the case of the REO Account, Collection Account, Loan Combination Custodial
Account, Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term unsecured debt
obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) of which are rated
at least “AA-” by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt
obligations of such depository institution or trust company are rated no less than “F1” by Fitch) and “A2”
by Moody’s or, if applicable, the short-term rating equivalent thereof, which is at least “F1” by Fitch and “P-1”
by Moody’s), (ii) an account or accounts maintained with PNC Bank, National Association or Citibank, N.A. so long as
PNC Bank, National Association’s or Citibank, N.A.’s, as applicable, long-term unsecured debt rating or deposit account
rating shall be at least “A-” by Fitch and “A2” by Moody’s (if the deposits are to be held in the
account for more than 30 days) or PNC Bank, National Association’s or Citibank, N.A.’s, as applicable, short-term
deposit account or short-term unsecured debt rating shall be at least “F1” by Fitch and “P-1” by Moody’s
(if the deposits are to be held in the account for 30 days or less), (iii) a segregated trust account or accounts maintained
with the corporate trust department of a federal or state chartered depository institution or trust company that, in either case,
has corporate trust powers, acting in its fiduciary capacity, which institution or trust company has a combined capital and surplus
of at least $50,000,000, is (in the case of a state chartered depository institution or trust company) subject to regulations substantially
similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state authority, and the long-term
unsecured debt obligations of which are rated at least “A2” by Moody’s, (iv) such other account or accounts
that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in
clauses (i) - (iii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for
which the minimum ratings set forth in the


 






    	-44-



    	 



    

 


applicable clause is not satisfied with respect to such account, or (v) such
other account or accounts not listed in clauses (i) - (iii) above with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency. Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


 


“Eligible Operating
Advisor”: An institution (i) that is the special servicer or operating advisor on a transaction rated by any of
Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on a transaction
for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its rating or ratings
of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor,
as applicable, as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties
set forth in Section 2.09(a) of this Agreement, (iii) that is not the Special Servicer or any Directing Holder
or an Affiliate of the Special Servicer or any Directing Holder and (iv) that has not been paid any fees, compensation or
other remuneration by any Special Servicer or successor special servicer (x) in respect of its obligations under this Agreement
or (y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor special servicer
to become the Special Servicer.


 


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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Class E, Class F, Class G or Class H Certificate; provided that any such Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions
with respect to ERISA Restricted Certificates contained in Section 5.03(m) of this Agreement if, as of the date of
a proposed transfer of such Certificate, it is rated in one of the four highest generic ratings categories by a credit rating
agency that meets the requirements of the Underwriter Exemption or (ii) relevant provisions of ERISA would permit the transfer
of such Certificate to a Plan.


 


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


 


“Escrow Payment”:
Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement
for the account of


 






    	-45-



    	 



    

 


such Mortgagor for application toward the payment of taxes, insurance premiums, assessments, ground rents, mandated
improvements and similar items in respect of the related Mortgaged Property.


 


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


 


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


 


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


 


“Excess Interest
Distribution Account”: If there are any ARD Mortgage Loans included in the Trust Fund, the trust account or subaccount
created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement in trust for the Holders
of any Excess Interest Certificates (if applicable), which (subject to changes in the identities of the Certificate Administrator
and/or the Trustee) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company
Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2015-GC35 – Excess Interest Distribution Account”. Any such account shall be an Eligible
Account. The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of any Excess Interest Certificates
(if applicable). The Excess Interest Distribution Account shall not be an asset of the Lower Tier REMIC or the Upper Tier REMIC,
but rather shall be an asset of the Grantor Trust. There are no ARD Mortgage Loans included in the Trust Fund and, accordingly,
no Excess Interest Distribution Account will be established with respect to the Trust and all references in this Agreement to “Excess
Interest Distribution Account” shall be disregarded.


 


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


 


“Excess Liquidation
Proceeds”: With respect to any Mortgage Loan, the excess of (i) Liquidation Proceeds of that Mortgage Loan or related
REO Property (net of any related Liquidation Expenses and any amounts payable to a related Serviced Companion Loan Holder


 






    	-46-



    	 



    

 


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


 


“Excess Liquidation
Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the identities
of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on
behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC35, Excess Liquidation Proceeds Reserve Account.”
Any such account shall be an Eligible Account.


 


“Excess Modification
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum of (A) the
excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment of any of the
terms of a Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid or unreimbursed Advances
and Additional Trust Fund Expenses (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed
by the related Mortgagor (including indirect reimbursement from Penalty Charges or otherwise), but excluding (1) Special Servicing
Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed Reimbursements) outstanding or previously incurred hereunder with
respect to the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and reimbursed from such Modification
Fees (which such Additional Trust Fund Expenses shall be reimbursed from such Modification Fees) and (B) expenses previously
paid or reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from
the related Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the Special
Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect to the related Serviced Mortgage Loan (or
Serviced Loan Combination, if applicable) or REO Property; provided that if the Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification
Fees earned by the Special Servicer prior to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceasing
to be a Corrected Loan shall no longer be offset against future Liquidation Fees and Workout Fees unless such Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable) ceased to be a Corrected Loan within 18 months of it becoming a modified
Serviced Mortgage Loan (or modified Serviced Loan Combination, if applicable). If such Mortgage Loan (or Serviced Loan Combination)
ceases to be a Corrected Mortgage Loan, the Special Servicer shall be entitled to a Liquidation Fee or Workout Fee (to the extent
not previously offset) with respect to the new modification, waiver, extension or amendment or future liquidation of the Specially
Serviced Loan or related REO Property (including in connection with a repurchase, sale, refinance, discounted or full payoff or
other liquidation); provided that any Excess Modification Fees earned and paid to the Special Servicer in connection with
such subsequent modification, waiver,


 






    	-47-



    	 



    

 


extension or amendment (or, as contemplated by the preceding proviso, a prior modification,
waiver, extension or amendment) shall be applied to offset such Liquidation Fee or Workout Fee to the extent described above. Within
any prior 12-month period, all Excess Modification Fees earned by the Master Servicer or the Special Servicer (after taking into
account any offset described above applied during such 12-month period) with respect to any Serviced Mortgage Loan (or Serviced
Loan Combination, if applicable) shall be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance
of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) after giving effect to such transaction, and (ii)
$25,000.


 


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


 


“Excess Prepayment
Interest Shortfall”: With respect to any Distribution Date, the aggregate amount, if any, by which the Prepayment Interest
Shortfalls with respect to all Principal Prepayments received with respect to the Mortgage Loans during the related Prepayment
Period exceeds the Compensating Interest Payment with respect to the Mortgage Loans.


 


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


 


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


 


“Excess Servicing
Fee Right”: With respect to each Mortgage Loan (including an REO Mortgage Loan with respect thereto), the right to receive
Excess Servicing Fees. In the


 






    	-48-



    	 



    

 


absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner
of such Excess Servicing Fee Right.


 


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


 


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


 


“Exchangeable
Certificate”: Any of the Class A-S, Class B, Class PEZ or Class C Certificates.


 


“Exchangeable
Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant
to Section 3.05(d) of this Agreement in trust for the Holders of the Exchangeable Certificates, which (subject to any
changes in the identity of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate
Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC35, Exchangeable Distribution
Account.” Any such account shall be an Eligible Account. The Exchangeable Distribution Account shall not be an asset of any
Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative or
any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Mortgage Loan. Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”,
the Controlling Class Certificateholder or Controlling Class Representative, as the case may be, shall provide notice in the form
of Exhibit M-1D hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate
Administrator, which such notice shall be physically delivered in accordance with Section 11.04 of this Agreement and shall
specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Mortgage Loan.


 


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


 


“Excluded Information”:
With respect to any Excluded Controlling Class Mortgage Loan or Excluded Special Servicer Mortgage Loan, as applicable, any information
and reports solely relating to such Mortgage Loan(s) and/or the related Mortgaged Properties, including, without limitation, any
Asset Status Reports, Final Asset Status Reports or summaries thereof, or any Appraisals, inspection reports (related to Specially
Serviced Loans conducted by


 






    	-49-



    	 



    

 


the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable), any Officer’s
Certificates delivered by the Master Servicer, the Special Servicer (or the Excluded Mortgage Loan Special Servicer, as applicable)
or the Trustee pursuant to Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination, the
Operating Advisor Annual Reports (provided that the Special Servicer or the Excluded Mortgage Loan Special Servicer, as applicable,
shall be entitled to access and view any Operating Advisor Annual Report relating to itself, even if such report also includes
information about any Excluded Special Servicer Mortgage Loan), any determination of the Special Servicer’s or the Excluded
Mortgage Loan Special Servicer’s, as applicable, net present value calculation, any Appraisal Reduction Amount calculations,
environmental assessments, seismic reports and property condition reports and such other information and reports designated as
Excluded Information (other than such information with respect to such Mortgage Loan(s) that is aggregated with information of
other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer or the Excluded Mortgage Loan Special Servicer,
as applicable, or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling
Class Mortgage Loan or Excluded Special Servicer Mortgage Loan, as applicable) shall not be considered “Excluded Information”.


 


“Excluded Mortgage
Loan”: A Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the Controlling Class
Representative or a Controlling Class Certificateholder (or Controlling Class Certificateholders in the aggregate) of more than
50% of the Controlling Class (by Certificate Principal Amount) is a Borrower Party (or are Borrower Parties, as applicable). For
the avoidance of doubt, any Excluded Mortgage Loan is also an Excluded Controlling Class Mortgage Loan.


 


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


 


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


 


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


 


“FCRE Loan Purchase
Agreement”: The Mortgage Loan Purchase Agreement, dated as of December 1, 2015, by and between FCRE and the Depositor.


 


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


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other
data or supporting information provided by the Special Servicer to the Operating Advisor or the related Directing Holder or any
related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), in each case,


 






    	-50-



    	 



    

 


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


 


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


 


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


 


“FMC”:
Freedom Mortgage Corporation, a New Jersey corporation, and its successors in interest.


 


“FMC Guaranty”:
The letter agreement dated as of December 1, 2015, by FMC, for the benefit of the Depositor and its successors and permitted assigns,
relating to certain obligations of FCRE under the FCRE Loan Purchase Agreement.


 


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


 


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


 






    	-51-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


“GSMC Loan Purchase
Agreement”: The mortgage loan purchase agreement, dated as of December 1, 2015, by and between GSMC and the Depositor.


 


“GSMS 2015-590M
Trust and Servicing Agreement”: The GS Mortgage Securities Trust 2015-590M, Commercial Mortgage Pass-Through Certificates,
Series 2015-590M Trust and Servicing Agreement, dated as of November 10, 2015, between GS Mortgage Securities Corporation II, as
depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC, as special servicer, Wells Fargo
Bank, National Association, as certificate administrator, and Wilmington Trust, National Association, as trustee, as the same may
be amended from time to time in accordance with the terms thereof.


 


“GSMS 2015-GC34
Pooling and Servicing Agreement”: The GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates,
Series 2015-GC34 Pooling and Servicing Agreement, dated as of October 1, 2015, between GS Mortgage Securities Corporation II, as
depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and U.S. Bank National Association, as certificate
administrator and as trustee, as the same may be amended from time to time in accordance with the terms thereof.


 


“GSMS 2015-GS1
Pooling and Servicing Agreement”: The GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage Pass-Through Certificates,
Series 2015-GS1 Pooling and Servicing Agreement, dated as of November 1, 2015, between GS Mortgage Securities Corporation II, as
depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Wells Fargo Bank, National
Association, as special


 






    	-52-



    	 



    

 


servicer, Situs Holdings, LLC, as operating advisor, Wilmington Trust, National Association, as trustee,
and Wells Fargo Bank, National Association, as certificate administrator, as the same may be amended from time to time in accordance
with the terms thereof.


 


“Hammons Hotel
Portfolio Co-Lender Agreement”: With respect to the Hammons Hotel Portfolio Loan Combination, the related co-lender agreement,
dated as of September 1, 2015, by and between the holder of the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio
Companion Loan Holders, relating to the relative rights of the holder of the Hammons Hotel Portfolio Mortgage Loan and the Hammons
Hotel Portfolio Companion Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


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


 


“Hammons Hotel
Portfolio Companion Loan Holder”: The holder of a Hammons Hotel Portfolio Companion Loan.


 


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


 


“Hammons Hotel
Portfolio Mortgage”: The Mortgage securing the Hammons Hotel Portfolio Mortgage Loan and the Hammons Hotel Portfolio
Companion Loans.


 


“Hammons Hotel
Portfolio Mortgage Loan”: With respect to the Hammons Hotel Portfolio Loan Combination, the Mortgage Loan included in
the Trust, which is (i) secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Hammons Hotel
Portfolio, (ii) evidenced by a promissory note A-4 and (iii) pari passu in right of payment with the Hammons Hotel Portfolio Companion
Loans to the extent set forth in the related Loan Documents and as provided in the Hammons Hotel Portfolio Co-Lender Agreement.


 


“Hammons Hotel
Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Hammons
Hotel Portfolio.


 


“Harbor Pointe
Apartments Co-Lender Agreement”: With respect to the Harbor Pointe Apartments Loan Combination, the related co-lender
agreement, dated as of December 1, 2015, by and between the holder of the Harbor Pointe Apartments Mortgage Loan and the Harbor
Pointe Apartments Companion Loan Holder, relating to the relative rights of the holder of the Harbor Pointe Apartments Mortgage
Loan and the Harbor Pointe Apartments Companion Loan Holder, as the same may be amended from time to time in accordance with the
terms thereof.


 






    	-53-



    	 



    

 


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


 


“Harbor Pointe
Apartments Companion Loan Holder”: The holder of the Harbor Pointe Apartments Companion Loan.


 


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


 


“Harbor Pointe
Apartments Mortgage”: The Mortgage securing the Harbor Pointe Apartments Mortgage Loan and the Harbor Pointe Apartments
Companion Loan.


 


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


 


“Hazardous Materials”:
Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified
pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.,
or any other environmental laws now or hereafter existing, and specifically including, without limitation, asbestos and asbestos-containing
materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified
as being “in inventory,” “usable work in process” or similar classification which would, if classified
as unusable, be included in the foregoing definition.


 


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


 


“Illinois Center
Co-Lender Agreement”: With respect to the Illinois Center Loan Combination, the related co-lender agreement, dated as
of September 1, 2015, by and between the holder of the Illinois Center Mortgage Loan and the Illinois Center Companion Loan Holders,
relating to the relative rights of the holder of the Illinois Center Mortgage Loan and the Illinois Center Companion Loan Holders,
as the same may be amended from time to time in accordance with the terms thereof.


 


“Illinois Center
Companion Loans”: With respect to the Illinois Center Loan Combination, the related promissory notes made by the related
Mortgagor and secured by the


 






    	-54-



    	 



    

 


Illinois Center Mortgage and designated as promissory notes A-1 and A-2, which are not included in
the Trust and are pari passu in right of payment with the Illinois Center Mortgage Loan to the extent set forth in the related
Loan Documents and as provided in the Illinois Center Co-Lender Agreement.


 


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


 


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


 


“Illinois Center
Mortgage”: The Mortgage securing the Illinois Center Mortgage Loan and the Illinois Center Companion Loans.


 


“Illinois Center
Mortgage Loan”: With respect to the Illinois Center Loan Combination, the Mortgage Loan included in the Trust, which
is (i) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Illinois Center, (ii) evidenced by a promissory
note A-3 and (iii) pari passu in right of payment with the Illinois Center Companion Loans to the extent set forth in the related
Loan Documents and as provided in the Illinois Center Co-Lender Agreement.


 


“Illinois Center
Mortgaged Property”: The Mortgaged Property identified on the Mortgage Loan Schedule as Illinois Center.


 


“Indemnified
Party”: As defined in Section 8.05(c) or Section 11.13(d), as applicable, of this Agreement,
as the context requires.


 


“Indemnifying
Party”: As defined in Section 8.05(c), Section 10.12 or Section 11.13(d), as applicable,
of this Agreement, as the context requires.


 


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


 






    	-55-



    	 



    

 


Representative) or any Affiliate thereof, as the case may be,
provided that such ownership constitutes less than 1% of the total assets owned by such Person.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except
that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly,
35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust
REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC is at
arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer
nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master
Servicer, the Trustee and the Certificate Administrator has been delivered to the Trustee and the Certificate Administrator to
that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer,
on behalf of itself, the Trustee and the Certificate Administrator has received an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor) to the effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor
will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)
(determined without regard to the exception applicable for purposes of Code Section 860D(a)) or cause any income realized
in respect of such REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise
so qualify).


 


“Initial Purchasers”:
Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Drexel Hamilton, LLC.


 


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


 


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


 


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


 






    	-56-



    	 



    

 


“Interest Accrual
Amount”: With respect to any Distribution Date and any Class of Regular Certificates (other than the Class X Certificates)
or any Class PEZ Regular Interest, an amount equal to interest for the related Interest Accrual Period accrued at the Pass-Through
Rate for such Class or Class PEZ Regular Interest on the related Certificate Principal Amount outstanding immediately prior to
such Distribution Date. With respect to any Distribution Date and a Class of the Class X Certificates, an amount equal to
the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the respective Components for such
Class for such Interest Accrual Period. Calculations of interest due in respect of the Regular Certificates and the Class PEZ
Regular Interests shall be made on the basis of a 360-day year consisting of twelve 30-day months.


 


“Interest Accrual
Period”: With respect to any Distribution Date, the calendar month preceding the month in which such Distribution Date
occurs. Each Interest Accrual Period, for purposes of accruing interest on each Lower–Tier Regular Interest, each Class of
Sequential Pay Certificates and Class X Certificates and each Class PEZ Regular Interest is assumed to consist of 30 days.


 


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


 


“Interest Reserve
Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.23
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be
entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for
the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 2015-GC35, Interest Reserve Account” and which shall be an Eligible Account.


 


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


 


“Interested
Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Certificate Administrator, the Controlling Class Representative, any Mortgage Loan Seller, any Mortgagor, any
holder of a


 






    	-57-



    	 



    

 


related mezzanine loan, any manager of a Mortgaged Property, any Independent Contractor engaged by the Special Servicer
pursuant to Section 3.16 of this Agreement, or any Person actually known to a Responsible Officer of the Trustee or
the Certificate Administrator to be an Affiliate of any of the preceding entities; and, with respect to a Defaulted Serviced Loan
Combination, the related Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by such
special servicer), or the trustee for the related Other Securitization Trust, the related Serviced Companion Loan Holder or its
Companion Loan Holder Representative, any holder of a related mezzanine loan, or any Person actually known to a Responsible Officer
of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities.


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument related to the Certificates or issued
or executed by a Mortgagor, a loan directly or indirectly secured by any of the foregoing or a hedging transaction (however structured)
that references or relates to any of the foregoing.


 


“Investment
Account”: As defined in Section 3.07(a) of this Agreement.


 


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


 


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


 


“Investor Certification”:
A certificate representing that such Person executing the certificate is a Certificateholder, a Beneficial Owner or a prospective
purchaser of a Certificate (or any investment advisor or manager of the foregoing), the Controlling Class Representative (to the
extent the Controlling Class Representative is not a Certificateholder or Beneficial Owner of a Certificate), a Serviced Companion
Loan Holder or its Companion Loan Holder Representative, and that (i) for purposes of obtaining certain information and notices
(including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, (A) (1)
such Person is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal,
partner, member, joint venturer, limited partner, employee, representative, director, trustee, advisor or investor in or of any
of the foregoing or, in the case of the Controlling Class Representative or any Controlling Class Certificateholder, such Person
is not a Borrower Party or (2) such Person is a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, and
(B) except in the case of a prospective purchaser of a Certificate, a Serviced Companion Loan Holder or its Companion Loan
Holder Representative, such Person has received a copy of the Prospectus Supplement and the Prospectus, which certificate shall
be substantially in the form of Exhibit M-1A, Exhibit M-1B, or Exhibit M-1C to this Agreement
or in the form of an electronic certification


 






    	-58-



    	 



    

 


contained on the Certificate Administrator’s Website and/or (ii) for purposes
of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, a Serviced Companion Loan Holder
or its Companion Loan Holder Representative), (A) (1) such Person is not a Borrower Party or an agent of any Mortgagor or
(2) such person is a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, (B) such Person is or is
not the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
or an Affiliate of any of the foregoing and (C) such Person has received a copy of the Prospectus Supplement and the Prospectus,
which certificate shall be substantially in the form of Exhibit M-2A or Exhibit M-2B to this Agreement or in
the form of an electronic certification contained on the Certificate Administrator’s Website or the Master Servicer’s
website. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance
with its policies and procedures. For the avoidance of doubt if a Borrower Party is the Controlling Class Representative or a Controlling
Class Certificateholder, such Person (A) shall be prohibited from having access to the Excluded Information solely with respect
to the related Excluded Controlling Class Mortgage Loan and (B) shall not be permitted to exercise voting or control, consultation
and/or special servicer appointment rights as a member of the Controlling Class solely with respect to the related Excluded Controlling
Class Mortgage Loan.


 


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


 


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


 


“IRS”:
The Internal Revenue Service.


 


“JW Marriott
Santa Monica Le Merigot Co-Lender Agreement”: With respect to the JW Marriott Santa Monica Le Merigot Loan Combination,
the related co-lender agreement, dated as of December 1, 2015, by and between the holder of the JW Marriott Santa Monica Le Merigot
Mortgage Loan and the JW Marriott Santa Monica Le Merigot Companion Loan Holder, relating to the relative rights of the holder
of the JW Marriott Santa Monica Le Merigot Mortgage Loan and the JW Marriott Santa Monica Le Merigot Companion Loan Holder, as
the same may be amended from time to time in accordance with the terms thereof.


 


“JW Marriott
Santa Monica Le Merigot Companion Loan”: With respect to the JW Marriott Santa Monica Le Merigot Loan Combination, the
related promissory note made by the related Mortgagor and secured by the JW Marriott Santa Monica Le Merigot Mortgage and designated
as promissory note A-2, which is not included in the Trust and is pari passu in right of payment with the JW Marriott Santa Monica
Le Merigot Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the JW Marriott Santa Monica
Le Merigot Co-Lender Agreement.


 


“JW Marriott
Santa Monica Le Merigot Companion Loan Holder”: The holder of the JW Marriott Santa Monica Le Merigot Companion Loan.


 


“JW Marriott
Santa Monica Le Merigot Loan Combination”: The JW Marriott Santa Monica Le Merigot Mortgage Loan, together with the JW
Marriott Santa Monica Le Merigot Companion Loan, each of which is secured by the JW Marriott Santa Monica Le


 






    	-59-



    	 



    

 


Merigot Mortgage.
References herein to the JW Marriott Santa Monica Le Merigot Loan Combination shall be construed to refer to the aggregate indebtedness
secured under the JW Marriott Santa Monica Le Merigot Mortgage.


 


“JW Marriott
Santa Monica Le Merigot Mortgage”: The Mortgage securing the JW Marriott Santa Monica Le Merigot Mortgage Loan and the
JW Marriott Santa Monica Le Merigot Companion Loan.


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan (or Serviced Loan Combination), any of the following events: (i) such
Mortgage Loan (or Serviced Loan Combination) is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan (or Serviced Loan Combination); (iii) such Mortgage Loan is repurchased or substituted for by the applicable
Mortgage Loan Seller pursuant to Section 6 of the related Loan Purchase Agreement; (iv) such Mortgage Loan is purchased
or otherwise acquired by the Special Servicer, the Master Servicer, the Holders of the Controlling Class, Holders of the Class
R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement; (v) such Mortgage
Loan (or Serviced Loan Combination) is purchased by the holder of a mezzanine loan or a Companion Loan pursuant to the related
intercreditor, co-lender or similar agreement; (vi) the taking of a Mortgaged Property (or portion thereof) by exercise of
the power of eminent domain or condemnation; (vii) such Mortgage Loan (or Serviced Loan Combination) is purchased by any Person
in accordance with Section 3.17 of this Agreement; or (viii) in the case of an Outside Serviced Trust Loan, such
Mortgage Loan is liquidated by any party pursuant to terms analogous to those set forth in the preceding clauses contained in the
applicable Outside Servicing Agreement and/or the related Co-Lender Agreement. With respect to any REO Property (and the related
REO Mortgage Loan or REO Companion Loan), any of the following events: (i) a Final Recovery Determination is made with respect
to such REO Property; (ii) such REO Property is purchased or otherwise acquired by the Master Servicer, the Special Servicer,
Holders of the Controlling Class, Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01
of this Agreement; (iii) the taking of a REO Property (or portion thereof) by exercise of the power of eminent domain
or condemnation; (iv) such REO Property is purchased by the holder of a mezzanine loan pursuant to the related intercreditor


 






    	-60-



    	 



    

 


agreement; or (v) such REO Property is purchased by another party in accordance with Section 3.17 of this Agreement.


 


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


 


“Liquidation
Fee”: With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted payoff
(or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from
the related Mortgagor and, except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) repurchased or substituted, or with respect to which a Loss of Value Payment is made, as contemplated by Section 2.03
of this Agreement, and with respect to any Specially Serviced Loan or any REO Property (other than an REO Property related to an
Outside Serviced Trust Loan) as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds or Condemnation
Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to the related payment or proceeds (exclusive
of any portion of such payoff or proceeds that represents Penalty Charges); provided that the Liquidation Fee with respect
to such Specially Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by or on behalf
of the related Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess
Modification Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout
Fee or Liquidation Fee; provided, however, that, except as contemplated by the preceding proviso with respect to
offset in connection with Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000;
provided, further, that (a) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or
Serviced Loan Combination or any Mortgaged Property purchased, repurchased or substituted for pursuant to clauses (iii) through
(v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the applicable
Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 120 days following its
receipt of notice or discovery of a Material Breach or Material Defect, and (B) clause (v), the mezzanine loan holder
or the Subordinate Companion Loan Holder does not purchase such Serviced Mortgage Loan or Serviced Loan Combination (or senior
portion thereof) within 90 days of the date that the first purchase option related to the subject Servicing Transfer Event
first becomes exercisable under the related intercreditor agreement or Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or
(iv) of the second sentence of the definition of Liquidation Event (unless with respect to clause (iv), the mezzanine loan
holder or the Subordinate Companion Loan Holder does not purchase such REO Property within 90 days of the date that the first
purchase option related to the subject Servicing Transfer Event first becomes exercisable under the related intercreditor agreement
or Co-Lender Agreement, as applicable), (b) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced
Loan Combination or any Mortgaged Property with respect to which a Loss of Value Payment is made as contemplated by Section
2.03(a) of this Agreement unless the applicable Mortgage Loan Seller does not make the particular Loss of Value Payment with
respect to such


 






    	-61-



    	 



    

 


Mortgage Loan until after more than 120 days following its receipt of notice or discovery of a Material Breach
or Material Defect, and (c) the Liquidation Fee with respect to each Serviced Mortgage Loan or REO Mortgage Loan repurchased
or substituted for after more than 120 days following the Mortgage Loan Seller’s receipt of notice or discovery of a
Material Breach or Material Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal balance
of such Serviced Mortgage Loan or REO Mortgage Loan; provided, further that if a Serviced Mortgage Loan or Serviced
Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of Specially
Serviced Loan and the related Liquidation Proceeds are received within 90 days following the related maturity date in connection
with the full and final payoff or refinancing of the related Serviced Mortgage Loan or Serviced Loan Combination, if applicable,
the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain appropriate fees from the related
Mortgagor in connection with such liquidation.


 


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


 


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


 


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


 


“Loan Combination”:
An aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more other mortgage loans (each
of which is referred to as a “Companion Loan”) that are not assets of the Trust, which Mortgage Loan and related
Companion Loan(s) are: (i) each evidenced by one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all secured
by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties. The term “Loan Combination”
shall include any successor REO Mortgage Loan and the related successor REO Companion Loan(s) (or the related deemed Companion
Loan(s), if applicable)). The only Loan Combinations related to the Trust as of the Closing Date are the 590 Madison Avenue Loan
Combination, the Westin Boston Waterfront Loan Combination, the South Plains Mall Loan Combination, the Harbor Pointe Apartments
Loan Combination, the Illinois Center Loan Combination, the 750 Lexington Avenue Loan Combination, the Hammons Hotel Portfolio
Loan Combination, the Anchorage


 






    	-62-



    	 



    

 


Marriott Downtown Loan Combination and the JW Marriott Santa Monica Le Merigot Loan Combination.


 


“Loan Combination
Custodial Account”: With respect to any Serviced Loan Combination, the respective segregated account or sub-account created
and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of the holders of such
Serviced Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be
entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Deutsche
Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC35, and the related Serviced Companion Loan Holder, as
their interests may appear.”


 


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


 


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


 


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


 


“Loan Purchase
Agreement”: The CGMRC Loan Purchase Agreement, the GSMC Loan Purchase Agreement, the Rialto Loan Purchase Agreement or
the FCRE Loan Purchase Agreement, as applicable.


 


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


 


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


 


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


 






    	-63-



    	 



    

 


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


 


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


 


“Lower-Tier
Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be
entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for
the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 2015-GC35, Lower-Tier Distribution Account” and which must be an Eligible Account. The Lower-Tier Distribution
Account shall be an asset of the Lower-Tier REMIC.


 


“Lower-Tier
Principal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier
Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance
of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in
respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement,
and shall be further permanently reduced on such Distribution Date by all Realized Losses deemed to have been allocated thereto
on such Distribution Date pursuant to Section 4.01(e) of this Agreement, such that at all times the Lower-Tier Principal
Balance of a Lower-Tier Regular Interest shall equal the Certificate Principal Amount of the Corresponding Certificates. The Lower-Tier
Principal Balance of any Lower-Tier Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated
by the penultimate sentence of the first paragraph of Section 4.01(f) of this Agreement.


 


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


 


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


 






    	-64-



    	 



    

 


Liquidation Proceeds Reserve Account, in each case excluding amounts allocable
to the Companion Loans and any interest or other income earned on such amounts allocable to the Companion Loans.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
Collectively:


 


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


 


(b)           
any modification, consent to a modification or waiver of a monetary term (other than Penalty Charges which the Master Servicer
or the Special Servicer, as applicable, is permitted to waive pursuant to this Agreement) or material non-monetary term (including,
without limitation, a modification with respect to the timing of payments and acceptance of discounted payoffs but excluding waiver
of Penalty Charges) of a Serviced Loan or any extension of the Maturity Date or Anticipated Repayment Date, as applicable, of any
Serviced Loan;


 


(c)           
any sale of a Defaulted Mortgage Loan (and any related Serviced Pari Passu Companion Loan) or REO Property (other than in
connection with the termination of the Trust Fund) for less than the applicable Purchase Price;


 


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


 


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


 


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


 


(g)          
any approval of property management company changes or franchise changes (in each case, to the extent the lender is required
to consent or approve under the


 






    	-65-



    	 



    

 


related Loan Documents) with respect to Mortgage Loans with a principal balance greater than $5
million;


 


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


 


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


 


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


 


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


 


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


 


(m)          
any determination of an Acceptable Insurance Default;


 


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


 


(o)           
any approval of any casualty insurance settlements or condemnation settlements in the event of a casualty or taking of greater
than 50% of any Mortgaged Property, and any determination to apply casualty proceeds or condemnation awards to the reduction of
the debt rather than to the restoration of the Mortgaged Property to the extent that the lender has discretion under the terms
of the Loan Documents;


 


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


 



    	-66-



    	 



    




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           
except as expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage
on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery
of substitute real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of
the property to be released, as determined by an appraisal delivered to the Special Servicer (at the expense of the related Mortgagor
and upon which the Special Servicer may conclusively rely); or


 


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


 






    	-67-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


(1)          
(A) the original executed Note for such Mortgage Loan, endorsed on its face or by allonge thereto (without recourse,
representation or warranty, express or implied) to the order of “Deutsche Bank Trust Company Americas, as Trustee, on behalf
of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC35”
or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable
Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity
with a copy of such Note), and (B) in the case of a Serviced Loan Combination, a copy of the executed Note for the related
Serviced Companion Loan;


 


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


 






    	-68-



    	 



    

 





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


 


(4)           
an original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment
of Leases (if such item is a document separate from the Mortgage), in favor of “Deutsche Bank Trust Company Americas, as
Trustee, on behalf of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2015-GC35 [and the holder of the related Serviced Companion Loan, as their interests may appear]” or
in blank, or a copy of such assignment if the related Mortgage Loan Seller or its designee, rather than the Trustee, is responsible
for recording such assignment;


 


(5)           
the original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination,
if applicable), in favor of “Deutsche Bank Trust Company Americas, as Trustee, on behalf of the registered Holders of Citigroup
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 [and the holder of the
related Serviced Companion Loan, as their interests may appear]”;


 


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


 


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


 


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


 


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


 


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


 






    	-69-



    	 



    

 


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


 


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


 


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


 


(14)         
an original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such
item is not included in the assignment described in clause (5)), in favor of “Deutsche Bank Trust Company Americas,
as Trustee, on behalf of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2015-GC35 [and the holder of the related Serviced Companion Loan, as their interests may appear]”;


 


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


 


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


 


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


 


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


 


(19)         
copies of any related franchise agreement, property management agreement or hotel management agreement and related comfort
letters (together with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee
the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor
to issue a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of
such replacement comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian
for inclusion in the Mortgage File within the time period set forth in the penultimate paragraph of Section 2.01(b)), with
the original of any replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer)
and/or estoppel letters relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof;
and


 






    	-70-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


(i)            
the Loan Number;


 


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


 


(iii)          
the Cut-Off Date Balance;


 


(iv)          
the original Mortgage Rate;


 


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


 


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


 


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


 


(viii)       
the Mortgage Loan Seller(s);


 






    	-71-



    	 



    

 


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


 


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


 


(xi)           
the Anticipated Repayment Date, if applicable;


 


(xii)          
the Revised Rate, if applicable; and


 


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


 


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


 


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


 


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


 


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


 


“Mortgaged Property”:
The underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property (including with
respect to an Outside Serviced Trust Loan), consisting of a fee simple estate, and, with respect to certain Mortgage Loans and
any related Companion Loan(s), a leasehold estate, or both a leasehold estate and a fee simple estate, or a leasehold estate in
a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial property, together
with any personal property, fixtures, leases and other property or rights pertaining thereto.


 


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


 


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


 



    	-72-



    	 



    








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


 


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


 


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


 


“Net Mortgage
Rate”: Except as set forth in the following two sentences of this definition, with respect to any Mortgage Loan (including
an REO Mortgage Loan) and any Distribution Date, the per annum rate equal to the Mortgage Rate for such Mortgage Loan minus
the related Administrative Cost Rate. Notwithstanding the foregoing, if any Mortgage Loan does not accrue interest on the basis
of a 360-day year consisting of twelve 30-day months, then, for purposes of calculating Pass-Through Rates and the WAC Rate, the
Net Mortgage Rate of such Mortgage Loan for any one-month period preceding a related Due Date shall be the annualized rate at which
interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months
in order to produce the aggregate amount of interest actually accrued (exclusive of Default Interest and Excess Interest) in respect
of such Mortgage Loan during such one-month period at a per annum rate equal to the related Mortgage Rate minus the related
Administrative Cost Rate; provided, however, that, for purposes of calculating Pass-Through Rates and the WAC Rate,
with respect to each Mortgage Loan that accrues interest on the basis of a 360-day year and the actual number of days during each
one-month interest accrual period, (i) the Net Mortgage Rate for the one-month period preceding the Due Dates in January and February
in any year which is not a leap year and in February in any year which is a leap year (unless, in either case, the related Distribution
Date is the final Distribution Date), shall be determined based on the “aggregate amount of interest actually accrued”,
as referred to above in this sentence, being net of any Withheld Amounts and (ii) the Net Mortgage Rate for the one-month period
preceding the Due Date in March shall be determined based on the “aggregate amount of interest actually accrued”, as
referred to above in this sentence, including any such Withheld Amounts. For purposes of calculating Pass-Through Rates and the
WAC Rate, the Net Mortgage Rate of any Mortgage Loan shall be determined


 






    	-73-



    	 



    

 


without
regard to any modification, waiver or amendment of the terms of such Mortgage Loan, whether agreed to by the Special Servicer
or an Outside Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor,
and without regard to the related Mortgaged Property becoming an REO Property.


 


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


 


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


 


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


 


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


 


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


 






    	-74-



    	 



    

 


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


 


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


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of Certificates (other than the Class R and Class X Certificates)
then outstanding for which (a)(1) the initial Certificate Principal Amount of such Class of Certificates minus (2) the sum (without
duplication) of (x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed
to the Holders of such Class of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts allocated to
such Class of Certificates as of such date of determination and (z) any Realized Losses previously allocated to such Class of Certificates
as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Principal
Amount of such Class of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously
distributed to the Holders of that Class of Certificates as of such date of determination; provided that for purposes of
this definition, the Class A-S Certificates and the Class PEZ Component A-S will be considered as if they together constitute a
single “Class” of Certificates, the Class B Certificates and the Class PEZ Component B will be considered as if they
together constitute a single “Class” of Certificates, the Class C Certificates and the Class PEZ Component C will be
considered as if they together constitute a single “Class” of Certificates, and the Class PEZ Certificates will be
Non-Reduced Certificates only with respect to each Class PEZ Component that is part of a “Class” of Non-Reduced Certificates
determined as described in this proviso.


 


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


 


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


 


“Note”
or “Mortgage Note”: With respect to any Mortgage Loan or Companion Loan as of any date of determination, the
note or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or


 






    	-75-



    	 



    

 


Companion
Loan, as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such date.


 


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


 


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


 


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


 


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


 


“NRSRO Certification”:
A certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information Provider substantially
in the form attached as Exhibit M-5 hereto that states that (i) such NRSRO has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e) and (ii) such NRSRO has access to the Depositor’s Rule 17g-5 website regarding
the Certificates. An NRSRO Certification will be deemed to have been executed by an NRSRO if the Depositor so directs the Rule
17g-5 Information Provider.


 


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


 


“Offering Circular”:
The offering circular dated November 24, 2015 relating to the Private Certificates.


 


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


 


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


 


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


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to the lesser
of (a) $12,000, or (b) the amount the related Mortgagor agrees to pay with respect to any Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable), payable pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement; provided,
however, no such fee shall be payable unless paid by the


 






    	-76-



    	 



    

 


related
Mortgagor; provided, further that the Operating Advisor may in its sole discretion reduce the Operating Advisor
Consulting Fee with respect to any Major Decision; provided, further that the Master Servicer or Special Servicer,
as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines
that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the
Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction).


 


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


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.0012% per annum.


 


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


 


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


 


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


 


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


 


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


 






    	-77-



    	 



    

 


“Other Asset
Representations Reviewer”: Any party acting as “asset representations reviewer” (within the meaning of Item
1101(m) of Regulation AB) under an Other Pooling and Servicing Agreement.


 


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


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with
respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any
Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator,
master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for
the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the
parties to this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-78-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Outside Serviced
Co-Lender Agreement”: The Co-Lender Agreement for an Outside Serviced Loan Combination. The only Outside Serviced Co-Lender
Agreements related to the Trust as of the Closing Date are the 590 Madison Avenue Co-Lender Agreement, the Westin Boston Waterfront
Co-Lender Agreement, the South Plains Mall Co-Lender Agreement, the Illinois Center Co-Lender Agreement, the 750 Lexington Avenue
Co-Lender Agreement and the Hammons Hotel Portfolio Co-Lender Agreement.


 


“Outside Serviced
Companion Loan”: Any Companion Loan that is part of an Outside Serviced Loan Combination. The only Outside Serviced Companion
Loans related to






    	-79-



    	 



    

 


the Trust
as of the Closing Date are the 590 Madison Avenue Companion Loans, the Westin Boston Waterfront Companion Loans, the South Plains
Mall Companion Loans, the Illinois Center Companion Loans, the 750 Lexington Avenue Companion Loan and the Hammons Hotel Portfolio
Companion Loans.


 


“Outside Serviced
Loan Combination”: Any Loan Combination that is not serviced under this Agreement, but instead is being serviced pursuant
to the pooling and servicing agreement or other comparable agreement governing the securitization of a related Companion Loan (whether
by itself or with other mortgage assets), or pursuant to any successor servicing agreement contemplated by the related Co-Lender
Agreement. The only Outside Serviced Loan Combinations related to the Trust as of the Closing Date are the 590 Madison Avenue Loan
Combination, the Westin Boston Waterfront Loan Combination, the South Plains Mall Loan Combination, the Illinois Center Loan Combination,
the 750 Lexington Avenue Loan Combination and the Hammons Hotel Portfolio Loan Combination.


 


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


 


“Outside Serviced
Trust Loan”: Any Mortgage Loan that is part of an Outside Serviced Loan Combination. The only Outside Serviced Trust
Loans related to the Trust as of the Closing Date are the 590 Madison Avenue Mortgage Loan, the Westin Boston Waterfront Mortgage
Loan, the South Plains Mall Mortgage Loan, the Illinois Center Mortgage Loan, the 750 Lexington Avenue Mortgage Loan and the Hammons
Hotel Portfolio Mortgage Loan.


 


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


 


“Outside Servicing
Agreement”: With respect to an Outside Serviced Trust Loan or the related Outside Serviced Loan Combination, the pooling
and servicing agreement or other comparable agreement governing the creation of an Outside Securitization Trust that includes a
related Outside Serviced Companion Loan, the issuance of securities backed by the assets of such Outside Securitization Trust and
the servicing of such Outside Serviced Trust Loan, such Outside Serviced Loan Combination and the related Outside Serviced Companion
Loan(s), or any successor servicing agreement with respect to such Outside Serviced Trust Loan, such Outside Serviced Loan Combination
and the related Outside Serviced Companion Loan(s) contemplated by the related Co-Lender Agreement. The only Outside Servicing
Agreements related to the Trust as of the Closing Date are (i) the CGCMT 2015-GC33 Pooling and Servicing Agreement pursuant to
which the Illinois Center Mortgage Loan and the Hammons Hotel Portfolio Mortgage Loan (each an Outside Serviced Trust Loan) are
being serviced, (ii) the GSMS 2015-GC34 Pooling and Servicing Agreement pursuant to which the 750 Lexington Avenue Mortgage Loan
(which is an Outside Serviced Trust Loan) is being serviced, (iii) the GSMS 2015-590M Trust and Servicing Agreement pursuant to
which the 590 Madison Avenue Mortgage Loan (which is an Outside Serviced Trust Loan) is being serviced, and (iv) the GSMS 2015-GS1
Pooling and Servicing Agreement pursuant to which the Westin Boston Waterfront Mortgage Loan and the South Plains Mall Mortgage
Loan (each an Outside Serviced Trust Loan) are being serviced.


 






    	-80-



    	 



    

 


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


 


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


 


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


 


“Paramus Park
Mortgaged Property”: The Mortgaged Property identified on the Mortgage Loan Schedule as Paramus Park.


 


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


 


“Pari Passu
Companion Loan”: A Companion Loan that is pari passu in right of payment to the related Split Mortgage Loan. The only
Pari Passu Companion Loans related to the Trust as of the Closing Date are the 590 Madison Avenue Pari Passu Companion Loans, the
Westin Boston Waterfront Companion Loans, the South Plains Mall Companion Loans, the Harbor Pointe Apartments Companion Loan, the
Illinois Center Companion Loans, the 750 Lexington Avenue Companion Loan, the Hammons Hotel Portfolio Companion Loans, the Anchorage
Marriott Downtown Companion Loan and the JW Marriott Santa Monica Le Merigot Companion Loan.


 


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


 


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


 


“Pari Passu
Loan Combination”: A Loan Combination that includes a Pari Passu Companion Loan. The only Pari Passu Loan Combinations
related to the Trust as of the Closing Date are the 590 Madison Avenue Loan Combination, the Westin Boston Waterfront Loan Combination,
the South Plains Mall Loan Combination, the Harbor Pointe Apartments Loan Combination, the Illinois Center Loan Combination, the
750 Lexington Avenue Loan Combination, the Hammons Hotel Portfolio Loan Combination, the Anchorage Marriott Downtown Loan Combination
and the JW Marriott Santa Monica Le Merigot Loan Combination.


 


“Pass-Through
Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate,
the Class X-D Pass-Through Rate, the Class A-S Pass-Through Rate, the Class A-S Regular Interest Pass-Through Rate, the Class B
Pass-Through Rate, the Class B Regular Interest Pass-Through Rate, the Class C Pass-Through Rate, the Class C Regular Interest
Pass-Through


 






    	-81-



    	 



    

 


Rate,
the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate and
the Class H Pass-Through Rate. The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the
sum of the interest distributable on the Class PEZ Components. The Class R Certificates do not have Pass-Through Rates.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-82-



    	 



    

 


“Permitted Investments”:
Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business
Day preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator
in Permitted Investments managed or advised by the Certificate Administrator may (or, as and when contemplated under Section
3.07(c), shall) mature on the Distribution Date) and a maximum maturity of 365 days, regardless of whether issued by the Depositor,
the Master Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates and having at all times the
required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a Rating Agency Confirmation:


 


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


 


(ii)         Federal
Housing Administration debentures;


 


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


 


(iv)        federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any
bank, (A) if it has a term of three months or less, (1) the short-term obligations of which are rated in the highest short-term
debt rating category of Fitch and KBRA (if then


 






    	-83-



    	 



    

 


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


 


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


 


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


 






    	-84-



    	 



    

 


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


 


(vii)       commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof), (A) if it has a term of one month or less, the short-term obligations
of which are rated at least “F1” by Fitch and “P-1” by Moody’s (or, in the case of Moody’s,
the long-term obligations of which are rated at least “A2” by Moody’s) and in the highest short-term debt rating
category of KBRA (if then rated by KBRA); (B) if it has a term of more than one month and not in excess of three months, (1) the
short-term debt obligations of which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term
debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated
at least “P-1” by Moody’s or the long-term obligations of which are rated at least “A2” by Moody’s
and (3) the short-term debt obligations of which are rated in the highest short-term debt rating category by KBRA (if then rated
by KBRA); (C) if it has a term of more than three months and not in excess of six months, (1) the short-term debt obligations of
which are rated at least “F1+” by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are
rated at least “AA-” by Fitch), (2) the short-term debt obligations of which are rated at least “P-1” by
Moody’s and the long-term debt obligations of which are rated at least “Aa3” by Moody’s and (3) the short-term
debt obligations of which are rated in the highest short-term rating category by KBRA (if then rated by KBRA); and (D) if it has
a term of more than six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch (or
“F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch), (2) the short-term
debt obligations of which are rated at least “P-1” by Moody’s and the long-term debt obligations of which are
rated at least “Aaa” by Moody’s and (3) the short-term debt obligations of which are rated in the highest short-term
rating category by KBRA (if then rated by KBRA) (or, in the case of any such Rating Agency as set forth in clauses (A) through
(D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided, however,
that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot
vary or change, (B) if such investments have a variable rate of interest, such interest rate must be


 






    	-85-



    	 



    

 


tied to a single interest
rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 


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


 


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


 


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


 


provided, however, that such
instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return
in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument or security
evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments derived from the
underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment,
(iii) the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed
at a price below the purchase price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC
or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds)
treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at the
expense of the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status
of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are subject to prepayment or call may not be purchased
at a price in excess of par.


 


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


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title insurance and/or
other insurance commissions and fees, title agency fees and appraisal review fees received or retained by the Special Servicer
or


 






    	-86-



    	 



    

 


any of
its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in each
case, in accordance with Article III of this Agreement.


 


“Permitted Transferee”:
With respect to a Class R Certificate, any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other
Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such
Person or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate
to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding,
(c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership if any of its partners, directly or indirectly
(other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax
Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Pari Passu Companion Loan
that was subject to a Principal Prepayment in full or in part during the related Prepayment Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Pari Passu Companion Loan after the Due Date in such Prepayment Period, the amount
of interest (net of the related Servicing Fee, any related Excess Interest and/or Default Interest) that accrued for such Mortgage
Loan or Serviced Pari Passu Companion Loan on the amount of such Principal Prepayment during the period commencing on the date
after such Due Date and ending on the date as of which such Principal Prepayment was applied to the unpaid principal balance of
the Mortgage Loan or Serviced Pari Passu Companion Loan (or any later date through which interest accrues), inclusive, to the extent
collected from the related Mortgagor (exclusive of any related Yield Maintenance Charge or related Excess Interest and/or Default
Interest that may have been collected) and, in the case of an Outside Serviced Trust Loan, remitted to the Trust Fund.


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Pari Passu Companion Loan
that was subject to a Principal Prepayment in full or in part during the related Prepayment Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Pari Passu Companion Loan prior to the Due Date in such Prepayment Period, the amount
of interest (net of the related Servicing Fee and any


 






    	-87-



    	 



    

 


related
Excess Interest and/or Default Interest) to the extent not collected from the related Mortgagor, that would have accrued on such
Mortgage Loan or Serviced Pari Passu Companion Loan on the amount of such Principal Prepayment during the period commencing on
the date as of which such Principal Prepayment was applied to the unpaid principal balance of the Mortgage Loan or Serviced Pari
Passu Companion Loan through the end of the applicable interest accrual period for such Due Date, inclusive.


 


“Prepayment
Period”: With respect to any Distribution Date, the period beginning the day immediately following the Determination
Date in the month immediately preceding the month in which such Distribution Date occurs (or beginning on the day immediately following
the Cut-Off Date, in the case of the first Distribution Date) through and including the Determination Date immediately preceding
such Distribution Date.


 


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


 


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


 


“Principal Balance
Certificates”: The Sequential Pay Certificates and the Class PEZ Certificates, collectively.


 


“Principal Distribution
Amount”: For any Distribution Date will be equal to the sum, without duplication, of:


 


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


 


(B)           the
Unscheduled Payments with respect to the Mortgage Loans (including the REO Mortgage Loans) with respect to such Distribution Date;
and


 


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


 


provided that the Principal Distribution
Amount for any Distribution Date shall be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances plus interest
on such Nonrecoverable Advances that are paid or reimbursed to the Master Servicer, the Special Servicer and/or the Trustee from
principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections
would have otherwise been included in the Principal Distribution Amount for such Distribution Date and


  






    	-88-



    	 



    

 


(ii) Workout-Delayed Reimbursement
Amounts that were paid or reimbursed to the Master Servicer, the Special Servicer and/or the Trustee from principal collections
on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise
been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clause (i)
and (ii) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including the REO
Mortgage Loans) for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including an REO Mortgage
Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the applicable Prepayment
Period in which such recovery occurs).


 


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


 


“Principal Prepayment”:
Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Loan Combination which is received in advance of its
scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due
on any date or dates in any month or months subsequent to the month of prepayment other than any amount paid in connection with
the release of the related Mortgaged Property through defeasance.


 


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


 


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


 


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


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other
governmental agencies, (c) such Privileged Information was already


 






    	-89-



    	 



    

 


known
to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the
case of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, any affected Serviced
Companion Loan Holder and the Trustee, as evidenced by an Opinion of Counsel (which shall be an Additional Trust Fund Expense)
delivered to each of the Master Servicer, the Special Servicer, the applicable Directing Holder, the Operating Advisor, the Certificate
Administrator and the Trustee) required by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor, the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Excluded
Mortgage Loan Special Servicer, the Controlling Class Representative (but only for so long as a Consultation Termination Event
has not occurred and is not continuing), any Serviced Companion Loan Holder that delivers an Investor Certification, the Trustee,
the Certificate Administrator, the Custodian, the Operating Advisor, the Mortgage Loan Sellers, a designee of the Depositor and
any Person who provides the Certificate Administrator with an Investor Certification; provided that in no event shall an
Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan
with respect to which it is a Borrower Party (but this exclusion shall not apply to any other Mortgage Loan). In no event shall
a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member, joint
venturer, limited partner, employee, representative, director, trustee, advisor or investor in or of any of the foregoing be considered
a Privileged Person; provided that the foregoing shall not be applicable to, nor limit, an Excluded Controlling Class Holder’s
right to access information with respect to any Mortgage Loan other than Excluded Information with respect to a related Excluded
Controlling Class Mortgage Loan. For the avoidance of doubt, the Controlling Class Representative, each Controlling Class Certificateholder
and the Special Servicer shall, at any given time, be considered a Privileged Person with respect to any Mortgage Loans or Serviced
Loan Combinations for which it is not then a Borrower Party.


 


“Property Advance”:
As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced
Trust Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection Expenses, together with all
other customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and fees
and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer or the Trustee in connection with the
servicing and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if a default is imminent thereunder or a
default, delinquency or other unanticipated event has occurred with respect thereto, or in connection with the administration of
any REO Property (other than an REO Property related to an Outside Serviced Trust Loan), including, but not limited to, the cost
of (a) compliance with the obligations of the Master Servicer, the Special Servicer or the Trustee, if any, set forth in Sections
2.03, 3.04 and 3.07 of this Agreement, (b) the preservation, insurance, restoration, protection and management
of a related Mortgaged Property, (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement
or judicial proceedings with respect to a related Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal
or update thereof expressly permitted or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation
of any such REO Property; provided that, notwithstanding anything to the contrary, “Property Advances” shall
not include allocable overhead of the Master Servicer, the Special Servicer or the Trustee,


 






    	-90-



    	 



    

 


such
as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar
internal costs and expenses, or costs and expenses incurred by any such party in connection with its purchase of any Mortgage
Loan or REO Property pursuant to any provision of this Agreement or an intercreditor agreement. Each reference to the payment
or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement
of interest thereon at the Advance Rate from and including the date of the making of such Advance to but excluding the date of
payment or reimbursement. If and when used with respect to an Outside Serviced Trust Loan or any related REO Property, the term
“Property Advance” shall have the meaning assigned thereto or to the term “Servicing Advance” in the applicable
Outside Servicing Agreement.


 


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


 


“Prospectus”:
The prospectus dated November 13, 2015, relating to the Public Certificates.


 


“Prospectus
Supplement”: The prospectus supplement dated November 24, 2015, relating to the Public Certificates.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 


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


 


“Purchase Price”:
With respect to any Mortgage Loan (or REO Property), a price equal to the following: (a) the outstanding principal balance of such
Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase less any portion of any Loss of Value Payment then
on deposit in the Loss of Value Reserve Fund allocable to pay principal of such Mortgage Loan (or REO Property); plus (b) all accrued
and unpaid interest on the principal balance of such Mortgage Loan (or the related REO Mortgage Loan), other than Default Interest
or Excess Interest, at the related Mortgage Rate in effect from time to time through the Due Date in the Collection Period of purchase;
plus (c) all related unreimbursed Property Advances (including any Property Advances and Advance Interest Amounts that were reimbursed
out of general collections on the Mortgage Loans) (or, in the case of an Outside Serviced Trust Loan, the pro rata portion
of any similar amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement);
plus (d) all accrued and unpaid Advance Interest Amounts in respect of related Advances (or, in the case of an Outside Serviced
Trust Loan, all such amounts with respect to P&I Advances related to such Outside Serviced Trust Loan and, with respect to
outstanding Property Advances, the pro rata portion of any


 






    	-91-



    	 



    

 


similar
interest amounts payable with respect thereto pursuant to the related Co-Lender Agreement); plus (e) any unpaid Special Servicing
Fees and any other unpaid Additional Trust Fund Expenses outstanding or previously incurred in respect of the related Mortgage
Loan; plus (f) if such Mortgage Loan is being purchased by a Mortgage Loan Seller pursuant to Section 6 of the related Loan Purchase
Agreement, all expenses incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate
Administrator and the Trustee in respect of the Breach or Document Defect giving rise to the repurchase or substitution obligation
(to the extent not otherwise included in the amount described in clause (c) above); plus (g) any Liquidation Fee, if and to the
extent payable in accordance with the terms and conditions of this Agreement (to the extent not otherwise included in the amount
described in clause (e) above). With respect to any REO Property that relates to a Serviced Loan Combination, the Purchase
Price for the Trust Fund’s interest in such REO Property shall be the amount calculated in accordance with the first sentence
of this definition in respect of the related REO Mortgage Loan and, solely for purposes of calculating fair prices under the final
sentence of Section 3.17(k) of this Agreement, such amount shall be calculated as if the REO Mortgage Loan consisted of
the REO Mortgage Loan and the related REO Companion Loan(s), if applicable.


 


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


 


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


 


“Qualified Insurer”:
As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies not referred to in clause (ii)
below, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction
and whose claims paying ability is rated at least “A” by Fitch (or, if not rated by Fitch, an equivalent rating such
as that listed above by at least two NRSROs (which may include S&P, DBRS, Moody’s and/or A.M. Best)) and “A3”
by Moody’s (or, if not rated by Moody’s, then either (x) an equivalent rating such as that listed above by at least
two NRSROs (which may include S&P and/or Fitch) or one NRSRO (which may include S&P and/or Fitch) and A.M. Best or (y)
Moody’s has issued a Rating Agency Confirmation with respect to such insurance company) or (ii) in the case of the fidelity bond
and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c) of this Agreement, a company
that shall have a claims-paying ability rated at least as follows by at least one of the following NRSROs: “A (low)”
by DBRS, “A-” by S&P, “A-” by Fitch, “A3” by Moody’s or “A:X” by A.M.
Best, or (iii) in either case, an insurance company not satisfying the ratings criteria of any Rating Agency set forth in clause
(i) or (ii), as applicable, but with respect to which the Master Servicer or the Special Servicer, as applicable, has
received a Rating Agency Confirmation from such Rating Agency. “Qualified Insurer” shall also mean any entity that
satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing clauses and whose obligations
under the related insurance policy are guaranteed or backed by an entity that satisfies the ratings criteria set forth in such
clause (construed as if such entity were an insurance company referred to therein).


 


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


 






    	-92-



    	 



    

 


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


 






    	-93-



    	 



    

 


substituted
for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the replacement mortgage loan meets all of
the requirements of the above definition and shall send such certification to the Certificate Administrator and the Trustee and,
prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


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


 


“Rated Final
Distribution Date”: The Distribution Date occurring in November 2048.


 


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


 


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


 


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


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (A) the aggregate Certificate Principal Amount of all Classes
of Principal Balance Certificates (other than the Exchangeable Certificates) and the Class PEZ Regular Interests, after giving
effect to distributions on such Distribution Date, exceeds (B) the aggregate Stated Principal Balance of the Mortgage Loans (including
any REO Mortgage Loans) (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance
for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer, the Special Servicer or
the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent
such


 






    	-94-



    	 



    

 


Workout-Delayed
Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) after giving effect to any and all reductions
thereon on such Distribution Date. The allocation of Realized Losses may be reversed as provided in the penultimate sentence of
the first paragraph of Section 4.01(f) of this Agreement.


 


“Record Date”:
With respect to each Distribution Date and each Class of Certificates, the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business
Day.


 


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


 


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


 


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


 


“Regulation
S”: Regulation S under the Act.


 


“Regulation
S Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Regulation
S Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.


 


“Relevant Distribution
Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any Significant
Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous concept) under the
related Other Pooling and Servicing Agreement.


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit O to this Agreement.
For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to
a Servicing Function Participant engaged by the Master Servicer, the Special Servicer or the Certificate Administrator, the term
“Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer,
the Special Servicer or the Certificate Administrator.


 






    	-95-



    	 



    

 


“Remaining Certificateholder”:
Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other than the Class R Certificates) or
an assignment of the voting rights thereof; provided, however, that the Certificate Principal Amounts of the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates and the Class PEZ Regular Interests and the Notional
Amounts of the Class X-A, X-B and Class X-D Certificates have been reduced to zero.


 


“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Code Section 860D.


 


“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through
860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations)
and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Rents from
Real Property”: With respect to any REO Property, gross income of the character described in Code Section 856(d), which
income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


 


(1)          except
as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to such REO
Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such
property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real
Property);


 


(2)          any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B) and (d)(5);


 


(3)          any
amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO
Property;


 


(4)          any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
(whether or not such charges are separately stated); and


 


(5)          rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property
and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under,
or in connection with, the lease.


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.16 of this
Agreement on behalf of the Trustee in trust for the Certificateholders and the Serviced Companion Loan Holders, which


 






    	-96-



    	 



    

 


(subject
to any change in the identities of the Special Servicer and/or the Trustee) shall be entitled “C-III Asset Management LLC,
as Special Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders
of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 and the Companion
Loan Holder REO Account, as their interests may appear.” Any such account or accounts shall be an Eligible Account.


 


“REO Companion
Loan”: Any Serviced Companion Loan if the related Mortgaged Property has become an REO Property.


 


“REO Extension”:
As defined in Section 3.16(a) of this Agreement.


 


“REO Loan”:
An REO Mortgage Loan, REO Companion Loan or REO Loan Combination, as the context may require.


 


“REO Loan Combination”:
Any Serviced Loan Combination as to which the related Mortgaged Property has become an REO Property.


 


“REO Mortgage
Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an REO Property
consisting of the Trust’s beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu of foreclosure
of any of the Outside Serviced Trust Loans under the applicable Outside Servicing Agreement; for the avoidance of doubt, any such
beneficial interest will not be serviced by the Special Servicer under this Agreement).


 


“REO Proceeds”:
With respect to any REO Property (other than an REO Property related to an Outside Serviced Trust Loan) and the related REO Mortgage
Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO Property, REO Mortgage Loan
or REO Companion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced Trust Loan that has become
an REO Mortgage Loan and in the case of the related REO Property, “REO Proceeds” under this Agreement shall be limited
to any proceeds of the type described above in this definition that are received by the Trust Fund in connection with such Outside
Serviced Trust Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“REO Property”:
A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced Companion Loan Holder
through foreclosure, deed in lieu of foreclosure or otherwise; provided that a Mortgaged Property that secures an Outside
Serviced Trust Loan shall constitute an REO Property if and when it is acquired under the applicable Outside Servicing Agreement
on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Trust Loan and of the related
Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable
law in connection with a default or imminent default of such Outside Serviced Trust Loan.


 


“Reportable
Event”: As defined in Section 10.07 of this Agreement.


 


“Reporting Servicer”:
As defined in Section 10.09 of this Agreement.


 






    	-97-



    	 



    

 


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


 


“Repurchase
Communication”: For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication,
whether oral or written, which need not be in any specific form.


 


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


 


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


 


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


 


“Request for
Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C hereto.


 


“Requesting
Holders”: As defined in Section 3.10(a) of this Agreement.


 


“Requesting
Party”: As defined in Section 3.30(a) of this Agreement.


 


“Residual Ownership
Interest”: Any record or beneficial interest in the Class R Certificates.


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee (and, in
the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge
of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust
Services group, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter,
any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s knowledge
of and familiarity with the particular subject. When used with respect to any Certificate Registrar (other than the Trustee or
the Certificate Administrator), any officer or assistant officer thereof.


 


“Restricted
Group”: Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer;
the Special Servicer; any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more
than 5% of the total unamortized principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any
and all Affiliates of any of the aforementioned Persons.


 


“Restricted
Party”: As defined in the definition of “Privileged Information Exception” in this Agreement.


 


“Restricted
Period”: As defined in Section 5.02(c)(i) of this Agreement.


 






    	-98-



    	 



    

 


“Retained Defeasance
Rights and Obligations”: As defined in Section 3.09(d)(i) of this Agreement.


 


“Review Package”:
A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance with the Servicing Standard)
of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that are the subject thereof, and
copies of all relevant documentation.


 


“Revised Rate”:
With respect to any ARD Mortgage Loan, the increased interest rate after the Anticipated Repayment Date (in the absence of a default)
for such ARD Mortgage Loan, as calculated and as set forth in the related Loan Agreement.


 


“Rialto”:
Rialto Mortgage Finance, LLC, a Delaware limited liability company, and its successors in interest.


 


“Rialto Loan
Purchase Agreement”: The mortgage loan purchase agreement, dated as of December 1, 2015, by and between Rialto and the
Depositor.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A Global
Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.


 


“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


 


“Rule 15Ga-1
Notice”: As defined in Section 2.03(a) of this Agreement.


 


“Rule 15Ga-1
Notice Provider”: As defined in Section 2.03(a) of this Agreement.


 


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


 


“Rule 17g-5
Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


 


“Rule 17g-5
Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider
pursuant to Section 11.06 and Section 11.13 of this Agreement, initially located at www.sf.citidirect.com, under the “NRSRO”
tab for the related transaction.


 


“S&P”:
Standard & Poor’s Ratings Services, or its successors in interest.


 


“Sarbanes-Oxley
Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 


“Sarbanes-Oxley
Certification”: As defined in Section 10.05 of this Agreement.


 






    	-99-



    	 



    

 


“Scheduled Principal
Distribution Amount”: For any Distribution Date, the sum, without duplication, of:


 


(A)          the
principal component of all scheduled Monthly Payments and Balloon Payments which became due on their respective Due Dates in the
related Collection Period (if and to the extent received by the Master Servicer by the related Determination Date (or, in the case
of an Outside Serviced Trust Loan, by the Business Day immediately preceding the related Master Servicer Remittance Date) or (other
than Balloon Payments) advanced by the Master Servicer or the Trustee in respect of such Distribution Date) with respect to the
Mortgage Loans (including any REO Mortgage Loans); and


 


(B)           the
principal component of any payment on any Mortgage Loan (including an REO Mortgage Loan) received or applied on or after the date
on which such payment was due on deposit in the Collection Account as of the related Determination Date (or, in the case of an
Outside Serviced Trust Loan, as of the Business Day immediately preceding the related Master Servicer Remittance Date), net of
the principal portion of any unreimbursed P&I Advances related to such Mortgage Loan.


 


“Sequential
Pay Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class G and Class H Certificates, collectively.


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing, managing or administering the Mortgage
Loans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that meets the definition
of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item
1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood
by participants in the commercial mortgage-backed securities market.


 


“Serviced AB
Loan Combination”: An AB Loan Combination that is being serviced pursuant to this Agreement. There is no Serviced AB
Loan Combination relating to the Trust and all references in this Agreement to “Serviced AB Loan Combination” shall
be disregarded.


 


“Serviced Companion
Loan”: A Companion Loan that is part of a Serviced Loan Combination. The only Serviced Companion Loans related to the
Trust as of the Closing Date are the Harbor Pointe Apartments Companion Loan, the Anchorage Marriott Downtown Companion Loan and
the JW Marriott Santa Monica Le Merigot Companion Loan.


 


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


 


“Serviced Companion
Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets
of an Other Securitization Trust, which assets include a Serviced Companion Loan (or a portion thereof or interest therein).


 






    	-100-



    	 



    

 


“Serviced Loan”:
A Serviced Mortgage Loan or Serviced Companion Loan.


 


“Serviced Loan
Combination”: A Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Loan Combinations
related to the Trust as of the Closing Date are the Harbor Pointe Apartments Loan Combination, the Anchorage Marriott Downtown
Loan Combination and the JW Marriott Santa Monica Le Merigot Loan Combination.


 


“Serviced Mortgage
Loan”: A Mortgage Loan that is not an Outside Serviced Trust Loan.


 


“Serviced Outside
Controlled Mortgage Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced Mortgage
Loan included in the Trust, which is evidenced by a non-controlling promissory note made by the related Mortgagor. There is no
Serviced Outside Controlled Mortgage Loan related to the Trust and references in this Agreement to “Serviced Outside Controlled
Mortgage Loan” shall be disregarded.


 


“Serviced Outside
Controlled Companion Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced Companion
Loan evidenced by a controlling promissory note made by the related Mortgagor which is not included in the Trust. There is no Serviced
Outside Controlled Companion Loan related to the Trust and references in this Agreement to “Serviced Outside Controlled Companion
Loan” shall be disregarded.


 


“Serviced Outside
Controlled Loan Combination”: A Serviced Loan Combination with respect to which the related “controlling note”
(regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not included in the
Trust. There is no Serviced Outside Controlled Loan Combination related to the Trust and references in this Agreement to “Serviced
Outside Controlled Loan Combination” shall be disregarded.


 


“Serviced Pari
Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Loan Combination. The only Serviced Pari
Passu Companion Loans related to the Trust as of the Closing Date are , the Harbor Pointe Apartments Companion Loan, the Anchorage
Marriott Downtown Companion Loan and the JW Marriott Santa Monica Le Merigot Companion Loan.


 


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


 


“Serviced Pari
Passu Loan Combination”: A Pari Passu Loan Combination that is being serviced pursuant to this Agreement. The only Serviced
Pari Passu Loan Combinations related to the Trust as of the Closing Date are the Harbor Pointe Apartments Loan Combination, the
Anchorage Marriott Downtown Loan Combination and the JW Marriott Santa Monica Le Merigot Loan Combination.


 


“Serviced Subordinate
Companion Loan”: A Subordinate Companion Loan that is part of a Serviced Loan Combination. There are no Serviced Subordinate
Companion Loans






    	-101-



    	 



    

 


related
to the Trust and references in this Agreement to “Serviced Subordinate Companion Loan” shall be disregarded.


 


“Serviced Subordinate
Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan. There are no Serviced Subordinate Companion
Loan Holders related to the Trust and references in this Agreement to “Serviced Subordinate Companion Loan Holder”
shall be disregarded.


 


“Servicer”:
As defined in Section 10.02(b) of this Agreement.


 


“Servicer Indemnified
Party”: As defined in Section 8.05(c) of this Agreement.


 


“Servicer Termination
Event”: As defined in Section 7.01 of this Agreement.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.


 


“Servicing Fee”:
With respect to each Mortgage Loan and Serviced Companion Loan (including each Specially Serviced Loan and the Outside Serviced
Trust Loans) or any successor REO Mortgage Loan or successor REO Companion Loan and for any Distribution Date, the amount accrued
during the related Interest Accrual Period at the related Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan
or such Serviced Companion Loan, as the case may be, as of the close of business on the Distribution Date in such Interest Accrual
Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting
which any related interest payment due or deemed due on the related Mortgage Loan or Serviced Loan Combination is computed and
shall be prorated for partial periods.


 


For the avoidance of
doubt, notwithstanding Section 3.05 or Section 3.12 of this Agreement, (1) the Servicing Fee shall be payable from
the Lower-Tier REMIC and (2) the portion thereof payable with respect to each Outside Serviced Trust Loan to the applicable Outside
Servicer shall be paid under the applicable Outside Servicing Agreement, shall not be payable to the Master Servicer and will previously
have been deducted by the applicable Outside Servicer prior to remittance to the Trust and shall not be withdrawn from the Collection
Account.


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Outside Serviced Trust Loan) (or any successor REO Mortgage
Loan with respect thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Servicing
Fee Rate (%)” and “Subservicing Fee Rate (%)”on the Mortgage Loan Schedule; with respect to the Harbor Pointe
Apartments Companion Loan (or any successor REO Companion Loan with respect thereto), 0.0025% per annum; with respect to the Anchorage
Marriott Downtown Companion Loan (or any successor REO Companion Loan with respect thereto), 0.0025% per annum; and with respect
to the JW Marriott Santa Monica Le Merigot Companion Loan (or any successor REO Companion Loan with respect thereto), 0.0025% per
annum .


 


“Servicing File”:
Any documents (other than documents required to be part of the related Mortgage File but including copies of such documents required
to be part of the related Mortgage File) related to the origination or the servicing of the Mortgage Loans that are in the


 






    	-102-



    	 



    

 


possession
of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals, environmental reports,
engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered to the Master Servicer
or the Special Servicer; provided that no information that is proprietary to the related Mortgage Loan Seller or any draft
documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due diligence analyses or data,
or internal worksheets, memoranda, communications or evaluations shall be required to be delivered as part of the Servicing File.
Notwithstanding anything to the contrary contained herein, with respect to each Outside Serviced Trust Loan, the Servicing File
shall consist solely of any related documents or records generated by the Master Servicer or Special Servicer hereunder or received
by either of them from the applicable Outside Servicer or Outside Special Servicer.


 


“Servicing Function
Participant” Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities that address the
Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans by unpaid principal balance
calculated in accordance with the provisions of Regulation AB.


 


“Servicing Officer”:
Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration
and servicing of the Mortgage Loans and the Serviced Companion Loans or this Agreement and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity
with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer
or employee whose name and specimen signature appears on a list of servicing officers furnished to the Trustee, the Operating Advisor
and the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from time to
time be amended.


 


“Servicing Standard”:
With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans and any REO Properties
that such party is obligated to service and administer pursuant to this Agreement on behalf of the Trust Fund and the Trustee (as
the trustee for the Certificateholders or, with respect to each Serviced Loan Combination, on behalf of the Certificateholders
and the related Serviced Companion Loan Holder(s), as a collective whole as if such Certificateholders or, with respect to each
Serviced Loan Combination, such Certificateholders and the related Serviced Companion Loan Holder(s), constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan)) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case may
be: (i) in accordance with the higher of the following standards of care: (A) with the same care, skill, prudence and diligence
with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans
with similar borrowers and comparable REO properties for other third-party portfolios (giving due consideration to the customary
and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO
properties), and (B) with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers comparable mortgage loans and REO properties owned by the


 






    	-103-



    	 



    

 


Master
Servicer or the Special Servicer, as the case may be, and in either case, exercising reasonable business judgment and acting in
accordance with applicable law, the terms of this Agreement and the terms of the respective subject Serviced Loans; (ii) with
a view to: the timely recovery of all payments of principal and interest, including Balloon Payments, under the Serviced Loans
or, in the case of (1) a Specially Serviced Loan or (2) a Mortgage Loan or Serviced Loan Combination as to which the related Mortgaged
Property is an REO Property, the maximization of recovery on that Mortgage Loan or Serviced Loan Combination to the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (or, if any Serviced Companion Loan is involved,
with a view to the maximization of recovery on the related Serviced Loan Combination to the Certificateholders and the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related
Subordinate Companion Loan))) of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting
of anticipated collections that will be distributable to the Certificateholders (or, in the case of any Serviced Loan Combination,
to the Certificateholders and the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard
to (A) any relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case
may be, or any Affiliate thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to
this Agreement; (B) the ownership of any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged
Property or any certificate backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or
any Affiliate thereof; (C) the obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the
Special Servicer, as the case may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally
or with respect to any particular transaction; and (E) the ownership, servicing or management for others of any other mortgage
loan or real property not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof; provided that the foregoing standards shall apply with respect to an Outside Serviced Trust Loan and
any related REO Property only to the extent that the Master Servicer or the Special Servicer has any express duties or rights
to grant consent with respect thereto pursuant to this Agreement.


 


“Servicing Transfer
Event”: With respect to any Serviced Mortgage Loan or any Serviced Loan Combination, the occurrence of any of the events
described in clauses (a) through (g) of the definition of “Specially Serviced Loan.”


 


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with respect
to the Trust, or (ii) with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which the applicable Other
Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) as to such Other Securitization Trust. The only Significant Obligor with respect to the Trust is the Paramus
Park Mortgaged Property.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring
on or immediately following the date by which the related Mortgagor is required to


 






    	-104-



    	 



    

 


deliver
quarterly financial statements to the lender under the related Loan Agreement in connection with such calendar quarter (which
date is set forth in Section 10.11(a) for any Significant Obligor with respect to the Trust).


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year and each Significant Obligor, the date that is
the 90th day after the end of such calendar year.


 


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


 


“South Plains
Mall Co-Lender Agreement”: With respect to the South Plains Mall Loan Combination, the related co-lender agreement, dated
as of December 1, 2015, by and between the holder of the South Plains Mall Mortgage Loan and the South Plains Mall Companion Loan
Holders, relating to the relative rights of the holder of the South Plains Mall Mortgage Loan and the South Plains Mall Companion
Loan Holders, as the same may be amended from time to time in accordance with the terms thereof.


 


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


 


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


 


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


 


“South Plains
Mall Mortgage”: The Mortgage securing the South Plains Mall Mortgage Loan and the South Plains Mall Companion Loans.


 


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


 


“Special Notice”:
Any (a) notice transmitted to Certificateholders pursuant to Section 5.07(c) of this Agreement, (b) notice of any request
by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer pursuant to Section 6.08(a)
of this Agreement and (c) notice of any request by at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate
and replace the Operating Advisor pursuant to Section 7.06(b) of this Agreement.


 






    	-105-



    	 



    

 


“Special Servicer”:
C-III Asset Management LLC, a Delaware limited liability company, or its successor in interest, or any successor Special Servicer
appointed as provided herein (including with respect to any Excluded Special Servicer Mortgage Loan, if any, the related Excluded
Mortgage Loan Special Servicer appointed pursuant to Section 6.08(j) of this Agreement, as applicable and as the context
may require).


 


“Special Servicer
Decision”: With respect to any Mortgage Loan, any of the following:


 


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


 


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


 


(c)          approving
annual budgets for the related Mortgaged Property that provide for (i) operating expenses equal to more than 110% of the amount
that was budgeted therefor in the prior year or (ii) payments to affiliates of the related borrower (excluding affiliated managers
paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Combination);


 


(d)          approving
easements that materially affect the use or value of a Mortgaged Property or the borrower’s ability to make payments with
respect to the related Mortgage Loan;


 


(e)          agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination in connection with a defeasance
if such proposed modification, waiver, consent or amendment is with respect to a (i) a waiver of a Mortgage Loan event of default,
(ii) a modification of the type of defeasance collateral required under the related Loan Documents such that defeasance collateral
other than direct, non-callable obligations of the United States would be permitted or (iii) a modification that would permit a
Principal Prepayment instead of defeasance if the related Loan Documents do not otherwise permit such Principal Prepayment; provided
that the foregoing is not otherwise a Major Decision;


 


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


 


(g)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out” or “holdback” escrows or reserves, including the funding or disbursement of any such


 






    	-106-



    	 



    

 


amounts
with respect to any Serviced Mortgage Loan, other than routine and/or customary escrow and reserve fundings or disbursements for
which the satisfaction of performance-related criteria is not required pursuant to the terms of the related Mortgage Loan Documents
(for the avoidance of doubt, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves,
lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with
the related Loan Documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special
Servicer, shall not constitute a Special Servicer Decision);


 


(h)          in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related
Loan Documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special
Servicer Decisions will not include (i) grants of easements or rights of way that do not materially affect the use or value of
the Mortgaged Property or the borrower’s ability to make any payments with respect to the Mortgage Loan; (ii) the release,
substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Loan Combination in connection with a defeasance
of such collateral; or (iii) requests that are related to any condemnation action that is pending, or threatened in writing, and
would affect a non-material portion of the related Mortgaged Property; provided that such release or substitution or addition of
collateral is not a Major Decision; and


 


(i)           any
modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement related to a Serviced
Mortgage Loan or Serviced Loan Combination, or any action to enforce rights with respect thereto.


 


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


 


“Special Servicing
Compensation”: With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO
Property related to an Outside Serviced Trust Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee
which shall be due to the Special Servicer.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside
Serviced Trust Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable
Special Servicing Fee Rate on the Stated Principal Balance of the related Specially Serviced Loan as of the close of business on
the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period
and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Specially
Serviced Loan is computed and shall be prorated for partial periods. For the avoidance of doubt, the Special Servicing Fee shall
be deemed payable from the Lower-Tier REMIC.


 






    	-107-



    	 



    

 


“Special Servicing
Fee Rate”: With respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside
Serviced Trust Loan), a rate equal to (a) 0.25% per annum or (b) if the rate in clause (a) would result in a Special Servicing
Fee that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced
Loan or REO Property shall be such higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month
with respect to such Specially Serviced Loan or REO Property.


 


“Specially Serviced
Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the following
events has occurred:


 


(a)           the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without
regard to any grace period):


 


(i)
        except in the case of a Balloon Loan delinquent in respect of its Balloon Payment, for 60 days beyond the date on which the subject
payment was due, or


 


(ii)
       in the case of a delinquent Balloon Payment, (A) 60 days beyond the date on which such Balloon Payment was due (except as described
in clause B below) or (B) in the case of a Serviced Loan delinquent with respect to the Balloon Payment as to which the related
Mortgagor delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the Special
Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a written and fully executed or otherwise binding
commitment (subject only to customary closing conditions) for refinancing from an acceptable lender reasonably satisfactory in
form and substance to the Special Servicer prior to the date 60 days after the Balloon Payment was due, for 120 days beyond the
date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during
which the refinancing is scheduled to occur); or


 


(b)           there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default) that
(i) in the judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent
of the related Directing Holder unless (if the Controlling Class Representative is the related Directing Holder) a Control Termination
Event has occurred and is continuing) materially impairs the value of the related Mortgaged Property as security for the Serviced
Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case
of a Serviced Loan Combination, the interests of the Certificateholders and the related Serviced Companion Loan Holder(s) in such
Serviced Loan Combination), and (ii) continues unremedied for the applicable grace period under the terms of the Serviced Loan
(or, if no grace period is specified and the default is capable of being cured, for 30 days); provided that such 30 day
grace period does not apply to a default that gives rise to immediate acceleration of the related Serviced Loan without the application
of a grace period under the terms of the


 






    	-108-



    	 



    

 


related
Loan Documents; and provided, further, that any default requiring a Property Advance will be deemed to materially
and adversely affect the interests of the Certificateholders in the subject Serviced Mortgage Loan (or, in the case of a Serviced
Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan Holder(s) in such Serviced Loan
Combination); or


 


(c)           the
Master Servicer or the Special Servicer has determined (and, in the case of the Special Servicer, with the consent of the related
Directing Holder, unless (if the Controlling Class Representative is the related Directing Holder) a Control Termination Event
has occurred and is continuing) that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably
foreseeable, (ii) such default will materially impair the value of the related Mortgaged Property as security for such Serviced
Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case
of a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan Holder(s) in such
Serviced Loan Combination), and (iii) the default is likely to continue unremedied for the applicable grace period under the terms
of such Serviced Loan or, if no grace period is specified and the default is capable of being cured, for 30 days; provided
that any default that results in acceleration of the Serviced Loan without the application of any grace period under the related
Loan Documents shall be deemed not to have a grace period; or


 


(d)           a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, shall have been entered against the related Mortgagor and such decree or order shall have remained
in force and not dismissed for a period of 60 days (or a shorter period if the Master Servicer or the Special Servicer (and, in
the case of the Special Servicer, with the consent of the related Directing Holder, unless a Control Termination Event has occurred
and is continuing) determines in accordance with the Servicing Standard that the circumstances warrant that the related Serviced
Loan (or REO Mortgage Loan or REO Companion Loan) be transferred to special servicing); or


 


(e)           the
related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or debt,
marshaling of assets and liability or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially
all of its property; or


 


(f)            the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or


 


(g)         
 the Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to
the related Mortgaged Property;


 






    	-109-



    	 



    

 


provided, however, that a
Serviced Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect to such Serviced Loan
or any related REO Property or, so long as at such time no circumstance identified in clauses (a) through (g) above exists that
would cause the Serviced Loan to continue to be characterized as a Specially Serviced Loan, when:


 


(w)          with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive full
and timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection with
a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


 


(x)           with respect to the circumstances described in clauses (c), (d), (e) and (f) of this definition, such circumstances cease to
exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency
proceedings described in clauses (d), (e) and (f), no later than the entry of an order or decree dismissing such
proceeding;


 


(y)           with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special Servicer
in its reasonable, good faith judgment; and


 


(z)           with
respect to the circumstances described in clause (g) of this definition, such proceedings are terminated.


 


The Special Servicer
may conclusively rely on the Master Servicer’s determination and the Master Servicer may conclusively rely on the Special
Servicer’s determination as to whether a Servicing Transfer Event has occurred giving rise to a Serviced Loan’s becoming
a Specially Serviced Loan. If any Serviced Mortgage Loan that is part of a Serviced Loan Combination becomes a Specially Serviced
Loan, then the related Serviced Companion Loan shall also become a Specially Serviced Loan. If the Serviced Companion Loan that
is included in a Serviced Loan Combination becomes a Specially Serviced Loan, then the related Serviced Mortgage Loan that is part
of such Serviced Loan Combination shall also become a Specially Serviced Loan.


 


“Specially Serviced
Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


 


“Split Mortgage
Loan”: Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets of the Trust
as of the Closing Date are the 590 Madison Avenue Mortgage Loan, the Westin Boston Waterfront Mortgage Loan, the South Plains Mall
Mortgage Loan, the Harbor Pointe Apartments Mortgage Loan, the Illinois Center Mortgage Loan, the 750 Lexington Avenue Mortgage
Loan, the Hammons Hotel Portfolio Mortgage Loan, the Anchorage Marriott Downtown Mortgage Loan and the JW Marriott Santa Monica
Le Merigot Mortgage Loan.


 






    	-110-



    	 



    

 


“Sponsor”:
Each of CGMRC, GSMC, Rialto and FCRE, and their respective successors in interest.


 


“Startup Day”:
The day designated as such pursuant to Section 2.11(c) of this Agreement.


 


“Stated Principal
Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (a) the Cut-Off Date Principal Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage Loan,
the unpaid principal balance of such Mortgage Loan as of the date of substitution after application of all scheduled payments of
principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of (i) any
and all amounts (without duplication) attributable to such Mortgage Loan that are part of the Scheduled Principal Distribution
Amount and any and all Unscheduled Payments for each and every Distribution Date coinciding with or preceding such date of determination
and (ii) any adjustment to the principal balance of such Mortgage Loan as a result of a reduction of principal by a bankruptcy
court or as a result of a modification reducing the principal balance of such Mortgage Loan as of the Determination Date for the
most recent Distribution Date coinciding with or preceding such date of determination; and with respect to any Serviced Companion
Loan (other than an REO Companion Loan), as of any date of determination, an amount equal to (a) the principal balance of such
Serviced Companion Loan as of the Cut-Off Date, minus (b) the sum of (i) the principal portion of each Monthly Payment due on such
Serviced Companion Loan after the Cut-Off Date, if received by the related Serviced Companion Loan Holder on or prior to the most
recent Distribution Date coinciding with or preceding such date of determination, (ii) all Unscheduled Payments with respect to
such Serviced Companion Loan for a Distribution Date coinciding with or preceding such date of determination and (iii) any adjustment
to the principal balance of such Serviced Companion Loan as a result of a reduction of principal by a bankruptcy court or as a
result of a modification reducing the principal amount due on such Serviced Companion Loan as of the Determination Date for the
most recent Distribution Date coinciding with or preceding such date of determination. The Stated Principal Balance of a Mortgage
Loan with respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and, if such Mortgage
Loan is part of a Loan Combination, the related Companion Loan Holder, is equal to the Stated Principal Balance thereof outstanding
on the date on which such title is acquired less any Unscheduled Payments and the principal portion of any P&I Advances with
respect to such REO Mortgage Loan for a Distribution Date coinciding with or preceding such date of determination but after the
date on which such title is acquired. The Stated Principal Balance of a Serviced Companion Loan with respect to which title to
the related Mortgaged Property has been acquired on behalf of the Trust Fund and the related Serviced Companion Loan Holder is
equal to the Stated Principal Balance thereof outstanding on the date on which such title is acquired less any Unscheduled Payments
with respect to such Serviced Companion Loan for a Distribution Date coinciding with or preceding such date of determination but
after the date on which such title is acquired. Notwithstanding the foregoing, the Stated Principal Balance of a Specially Serviced
Loan with respect to which the Special Servicer has made a Final Recovery Determination (or, in the case of an Outside Serviced
Trust Loan, with respect to which the Outside Special Servicer has made an equivalent determination) is zero. The Stated Principal
Balance of a Serviced Loan Combination (including an REO Loan Combination), as of any date of determination, shall equal the sum
of the then Stated Principal Balances of the related


 






    	-111-



    	 



    

 


Mortgage
Loan (including an REO Mortgage Loan) and the related Serviced Companion Loan (including an REO Companion Loan). For purposes
of this definition, if remittances are made to a Serviced Companion Loan Holder on any day of the month other than the Distribution
Date in such month, such remittances shall be deemed made on the Distribution Date in such month.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


 


“Subordinate
Companion Loan”: A Companion Loan that is subordinate in right of payment to the related Split Mortgage Loan. The only
Subordinate Companion Loan related to the Trust as of the Closing Date is the 590 Madison Avenue Subordinate Companion Loan.


 


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


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, an amount equal
to the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over
the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal
and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans
are substituted (at the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage
Loans.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the
servicing functions required to be performed by the Master Servicer, the Special Servicer, a Servicing Function Participant or
an Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in the Servicing
Criteria. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S to this Agreement will be the Sub-Servicer
for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer, as the
case may be, and any Sub-Servicer relating to servicing and administration of Mortgage Loans as provided in Section 3.01(c)
of this Agreement.


 


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


 






    	-112-



    	 



    

 


“Supplemental
Servicer Schedule”: With respect to the Mortgage Loans to be serviced by the Master Servicer, a list attached hereto
as Exhibit P, which list sets forth the following information with respect to each Mortgage Loan:


 


(i)          the
Mortgagor’s name;


 


(ii)         property
type;


 


(iii)        the
original balance;


 


(iv)        the
origination date;


 


(v)         the
original and remaining amortization term;


 


(vi)        whether
such Mortgage Loan has a guarantor;


 


(vii)       whether
such Mortgage Loan is secured by a letter of credit;


 


(viii)      the
original balance of any reserve or escrowed funds and the monthly amount of any reserve or escrowed funds;


 


(ix)         the
grace period with respect to both default interest and late payment charges;


 


(x)          whether
such Mortgage Loan is insured by RVI, lease enhancement policy or environmental policies;


 


(xi)         whether
an operation and maintenance plan exists and, if so, what repairs are required;


 


(xii)        whether
a cash management agreement or lock-box agreement is in place;


 


(xiii)       the
number of units, pads, rooms or square feet of the Mortgaged Property;


 


(xiv)       the
amount of the Monthly Payment due on the first Due Date following the Closing Date;


 


(xv)        the
interest accrual basis;


 


(xvi)       Administrative
Cost Rate;


 


(xvii)      whether
the Mortgage Loan is secured by a Ground Lease;


 


(xviii)     whether
the related Mortgage Loan is a Defeasance Loan; and


 


(xix)        whether
such Mortgage Loan is part of any Serviced Loan Combination, in which case the information required by clauses (xiv) and (xv)


 






    	-113-



    	 



    

 


above
shall also be set forth for the Companion Loan in such Serviced Loan Combination.


 


Such list may be in the
form of more than one list, collectively setting forth all of the information required.


 


“Tax Returns”:
The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of each Trust REMIC under the REMIC Provisions, and the federal income tax return to be filed by the
Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of
subchapter J of the Code, together with any and all other information, reports or returns that may be required to be furnished
to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal,
state or local tax laws.


 


“Temporary Regulation
S Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


 


“Third Party
Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental
report, seismic report or property condition report, if any.


 


“TIA”:
As defined in Section 11.14 of this Agreement.


 


“TIA Applicability
Determination”: As defined in Section 11.14 of this Agreement.


 


“Tranche Percentage
Interest”: The percentage ownership interest in a Class PEZ Regular Interest evidenced by an Exchangeable Certificate,
which is equal to the ratio, expressed as a percentage, of (a) the Certificate Principal Amount of that Certificate (or, in the
case of a Class PEZ Certificate, an amount equal to the related Percentage Interest evidenced by that Certificate, multiplied by
the Certificate Principal Amount of the Class PEZ Component with the same letter designation as such Class PEZ Regular Interest)
to (b) the Certificate Principal Amount of such Class PEZ Regular Interest.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii) of this Agreement.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii) of this Agreement.


 






    	-114-



    	 



    

 


“Treasury Regulations”:
Applicable final or temporary regulation of the U.S. Department of the Treasury.


 


“Trust”:
The trust created by this Agreement.


 


“Trust Fund”:
The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the
extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but
in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such
REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the Trustee’s rights in
any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01
of this Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


“Trust Reimbursement
Amount”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust Reimbursement
Amount No.1”: As defined in Section 3.06(a) of this Agreement.


 


“Trust Reimbursement
Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust REMIC”:
Each of the Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trustee”:
Deutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as trustee, or its successor in interest,
or any successor trustee appointed as herein provided.


 


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


 


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period at






    	-115-



    	 



    

 


the Trustee/Certificate
Administrator Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date
in such Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest
accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall
be prorated for partial periods. For the avoidance of doubt, the Trustee/Certificate Administrator Fee shall be payable from the
Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.0036% per annum.


 


“Underwriter
Exemption”: Prohibited Transaction Exemption 91-23 and Prohibited Transaction Exemption 89-88, both as most recently
amended by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.


 


“Underwriters”:
Citigroup Global Markets Inc., Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Drexel Hamilton, LLC.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled
Payments”: With respect to any Distribution Date and the Mortgage Loans and Serviced Companion Loans (including the REO
Mortgage Loans and REO Companion Loans), the aggregate of (a) all principal prepayments received on the Mortgage Loans and Serviced
Companion Loans during the applicable Prepayment Period (or, in the case of an Outside Serviced Trust Loan, all principal prepayments
received during the period that renders them includable in the Available Funds for such Distribution Date) and (b) the principal
portions of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (in each case, net of Special Servicing Fees,
Liquidation Fees, accrued interest on Advances and other Additional Trust Fund Expenses incurred in connection with the related
Mortgage Loan) and, if applicable, Net REO Proceeds received with respect to the Mortgage Loans and Serviced Companion Loans and
any REO Properties (or, in the case of an Outside Serviced Trust Loan, any interest in REO Property acquired with respect to the
related Outside Serviced Loan Combination) during the applicable Prepayment Period (or, in the case of an Outside Serviced Trust
Loan or any interest in REO Property acquired with respect thereto, all such proceeds received during the period that renders them
includable in the Available Funds for such Distribution Date), but in each case only to the extent that such principal portion
represents a recovery of principal for which no advance was previously made in respect of a preceding Distribution Date.


 


“Upper-Tier
Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as the Lower-Tier Distribution Account) or accounts by the Certificate Administrator pursuant
to


 






    	-116-



    	 



    

 


Section
3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator)
shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee,
for the benefit of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
Series 2015-GC35, Upper-Tier Distribution Account” and which must be an Eligible Account.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests and amounts held
from time to time in the Upper-Tier Distribution Account.


 


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


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations)
or other entity created or organized in or under the laws of the United States, any State thereof or the District of Columbia,
an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence as of August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At all
times during the term of this Agreement, the percentage of the Voting Rights assigned to each Class shall be (a) 0%, in the case
of the Class R Certificates, (b) 1% in the aggregate to the respective Classes of the Class X Certificates, allocated between such
Classes based on their respective interest entitlements on the most recent prior Distribution Date, and (c) in the case of any
Class of Certificates (other than the Class X and Class R Certificates), a percentage equal to the product of (i) 99% multiplied
by (ii) a fraction, the numerator of which is equal to the Certificate Principal Amount of such Class and the denominator of which
is equal to the aggregate Certificate Principal Amounts of all Classes of the Certificates (other than the Class X and Class R
Certificates) (or, if with respect to a vote of Non-Reduced Certificates, the Non-Reduced Certificates); provided that for
purposes of such allocations, the Class A-S Certificates and the Class PEZ Component A-S of the Class PEZ Certificates shall be
considered as if they together constitute a single “Class”, the Class B Certificates and the Class PEZ Component B
of the Class PEZ Certificates shall be considered as if they together constitute a single “Class”, and the Class C
Certificates and the Class PEZ Component C of the Class PEZ Certificates shall be considered as if they together constitute a single
“Class”. Voting Rights shall be allocated to the Class PEZ Certificates only with respect to each Class PEZ Component
that is part of a “Class” of Certificates determined as described in the proviso to the preceding sentence. The Voting
Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to their respective
Percentage Interests. The aggregate Voting Rights of Holders of more than one Class of


 






    	-117-



    	 



    

 


Certificates
shall be equal to the sum of the products of each such Holder’s Voting Rights and the percentage of Voting Rights allocated
to the related Class of Certificates.


 


“WAC Rate”:
With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates in effect
for the Mortgage Loans (including the REO Mortgage Loans) as of their respective Due Dates in the month preceding the month in
which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following
the Distribution Date (or, if applicable, the Closing Date) in such preceding month.


 


“Westin
Boston Waterfront Co-Lender Agreement”: With respect to the Westin Boston Waterfront Loan Combination, the related
co-lender agreement, dated as of December  1, 2015, by and between the holder of the Westin Boston Waterfront Mortgage Loan
and the Westin Boston Waterfront Companion Loan Holders, relating to the relative rights of the holder of the Westin Boston
Waterfront Mortgage Loan and the Westin Boston Waterfront Companion Loan Holders, as the same may be amended from time to
time in accordance with the terms thereof.


 


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


 


“Westin Boston
Waterfront Companion Loan Holder”: The holder of a Westin Boston Waterfront Companion Loan.


 


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


 


“Westin Boston
Waterfront Mortgage”: The Mortgage securing the Westin Boston Waterfront Mortgage Loan and the Westin Boston Waterfront
Companion Loans.


 


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


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT Regulations”:
Treasury Regulations section 1.671-5, as amended.


 






    	-118-



    	 



    

 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.


 


“Withheld Amounts”:
As defined in Section 3.23 of this Agreement.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made
with respect to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination
becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Loan, together
with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the
Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan Combination becomes a
Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified
Loan Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan equal to the applicable Workout Fee Rate applied to each
collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for which a Liquidation
Fee is paid) received on such Corrected Loan for so long as it remains a Corrected Loan; provided that no Workout Fee shall
be payable by the Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced
Loan under clause (c) of the definition of Specially Serviced Loan (and no other clause thereof) and no mortgage loan event of
default actually occurs, unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) is modified by the Special
Servicer in accordance with the terms hereof; provided, further, that if a Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable) becomes a Specially Serviced Loan under this Agreement only because of an event described in clause
(a) of the definition of Specially Serviced Loan and the related collection of principal and interest is received within 90 days
following the related maturity date in connection with the full and final payoff or refinancing of the related Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable), the Special Servicer will not be entitled to collect a Workout Fee, but may
collect and retain appropriate fees from the related Mortgagor in connection with such workout; provided, further,
that the Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Loan under this Agreement shall be reduced
by any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced
Loan Combination, if applicable) as described in the definition of Excess Modification Fees in this Agreement, but only to the
extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Workout Fee
Rate”: A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000
when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject
Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or Serviced Loan Combination,
if applicable) becomes a Corrected Loan, through and including the then-related maturity date; provided that, if the rate
in clause (a) above would result






    	-119-



    	 



    

 


in a
Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (other than Default
Interest and Excess Interest) on the subject Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) from the date
such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related
maturity date, then the Workout Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000
when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on such Serviced
Mortgage Loan (or Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) becomes a Corrected Loan through and including the then-related maturity date.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment premium,
if any, payable under the related Note in connection with certain prepayments.


 


Section 1.02     Certain Calculations.
Unless otherwise specified herein, the following provisions shall apply:


 


(a)          All calculations
of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note and Mortgage.


 


(b)          For purposes of
distribution of Yield Maintenance Charges pursuant to Section 4.01(c) of this Agreement on any Distribution Date, the Class
of Principal Balance Certificates and/or Class PEZ Regular Interest as to which any prepayment shall be deemed to be distributed
shall be determined on the assumption that the portion of the Principal Distribution Amount paid to the Principal Balance Certificates
and/or Class PEZ Regular Interests on such Distribution Date in respect of principal shall consist first of scheduled payments
included in the definition of Principal Distribution Amount and second of prepayments included in such definition.


 


(c)          Any Mortgage Loan
payment is deemed to be received by the Trust Fund on the date such payment is actually received by the Master Servicer, the Special
Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions on the
Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in
accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance of such Mortgage Loan on which
interest accrues.


 


(d)          All amounts collected
by or on behalf of the Trust in respect of any Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds shall be allocated to amounts due and owing under the related Loan Documents (including
for principal and accrued and unpaid interest) in accordance with the express provisions of the related Loan Documents and any
related Co-Lender Agreement (and, in the case of an Outside Serviced Trust Loan, the provisions of the applicable Outside Servicing
Agreement); provided, however, in the absence of such express provisions or if and to the extent that such provisions
authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after an event
of default under the related Mortgage Loan (to the extent not cured or waived), in each case only to






    	-120-



    	 



    

 


the extent
such amount is an obligation of the related Mortgagor in the related Loan Documents, all such amounts collected shall be deemed
to be allocated for purposes of collecting amounts due under the Mortgage Loan in the following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances with respect to such Mortgage Loan and unpaid interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;


 


(ii)         as
a recovery of any Nonrecoverable Advances related to such Mortgage Loan and any interest thereon, to the extent previously reimbursed
from principal collections with respect to the other Mortgage Loans;


 


(iii)        to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on such
Mortgage Loan at the related Mortgage Rate through and including the end of the related Mortgage Loan interest accrual period
ending in the Prepayment Period in which such collections are received by or on behalf of the Trust (or, in the case of a full
Monthly Payment from the related Mortgagor, through the related Due Date), over (B) the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as
a recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);


 


(iv)        to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of such Mortgage Loan then due and
owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has
been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)         as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of
this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not been allocated
as recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)        as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Mortgage Loan;


 


(vii)       as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


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


 






    	-121-



    	 



    

 


(ix)        as
a recovery of any Default Interest and late payment charges then due and owing under such Mortgage Loan;


 


(x)         as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)        as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and, if applicable,
unpaid Excess Interest (if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated to Consent
Fees and then, allocated to Operating Advisor Consulting Fees);


 


(xii)       as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


 


(xiii)       in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of Excess Interest;


 


provided that,
to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release of a Mortgaged
Property (including following a condemnation) if, immediately following such release, the loan-to-value ratio of the related Mortgage
Loan or the related Serviced Loan Combination exceeds 125% (based solely on the value of the real property and excluding personal
property and going concern value, if any), must be allocated to reduce the principal balance of the Mortgage Loan or the related
Serviced Loan Combination in the manner permitted by such REMIC Provisions.


 


(e)         Collections by
or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs of operating,
managing, leasing, maintaining and disposing of such REO Property and, except as otherwise expressly set forth in any related Co-Lender
Agreement and, in the case of an Outside Serviced Trust Loan, except as otherwise expressly set forth in the applicable Outside
Servicing Agreement) shall be deemed allocated for purposes of collecting amounts due under the deemed REO Mortgage Loan, in each
case only to the extent such amount is or was an obligation of the related Mortgagor in the related Loan Documents, in the following
order of priority:


 


(i)         as
a recovery of any unreimbursed Advances with respect to the related REO Mortgage Loan and interest on all Advances and, if applicable,
unreimbursed and unpaid Additional Trust Fund Expenses with respect to the related REO Mortgage Loan;


 


(ii)         as
a recovery of any Nonrecoverable Advances on the related REO Mortgage Loan and any interest thereon, to the extent previously
reimbursed from principal collections with respect to the other Mortgage Loans;


 


(iii)        to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related
REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest
on the related REO Mortgage Loan at the related Mortgage Rate to, but not including, the Due Date in the Prepayment Period in
which such collections were


 






    	-122-



    	 



    

 


received,
over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the related REO Mortgage
Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with Appraisal Reduction Amounts
(to the extent that collections have not been allocated as a recovery of accrued and unpaid interest on earlier dates pursuant
to clause (v) below or clause (v) of Section 1.02(d) above);


 


(iv)        to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related REO Mortgage Loan
to the extent of its entire unpaid principal balance;


 


(v)         as
a recovery of accrued and unpaid interest on the related REO Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for the related REO Mortgage Loan that have theretofore occurred under Section
4.06(a) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not
theretofore been allocated as a recovery of accrued and unpaid interest on earlier dates pursuant to this clause (v) or clause
(v) of Section 1.02(d) above);


 


(vi)        as
a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)       as
a recovery of any Default Interest and late payment charges then due and owing under the related REO Mortgage Loan;


 


(viii)      as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO
Mortgage Loan;


 


(ix)         if
the related Mortgage Loan was an ARD Mortgage Loan, as a recovery of any Excess Interest then due and owing under the related
REO Mortgage Loan; and


 


(x)         as
a recovery of any other amounts then due and owing under the related REO Mortgage Loan (if both Consent Fees and Operating Advisor
Consulting Fees are due and owing, first, allocated to Consent Fees and, then, allocated to Operating Advisor Consulting
Fees).


 


(f)          The applications
of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02 shall be determined by
the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of any Mortgage
Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined by the Special Servicer in accordance
with the Servicing Standard.


 


(g)         All net present
value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion Loans or a Mortgaged
Property or REO Property (including for purposes of the definition of “Servicing Standard”, and including, if and when
applicable, with respect to an Outside Serviced Trust Loan or the related Mortgaged Property or any related REO Property) shall
be made using the Calculation Rate.


 






    	-123-



    	 



    

 


(h)          The parties hereto
acknowledge that any payments, collections and recoveries received by the parties to the applicable Outside Servicing Agreement
related to an Outside Serviced Trust Loan are required to be allocated by such parties as interest, principal or other amounts
in accordance with the terms and conditions of the applicable Outside Servicing Agreement, the related Co-Lender Agreement and
the related Outside Serviced Trust Loan.


 


Section 1.03     Certain Constructions.
(a) For purposes of this Agreement, references to the most or next most subordinate Class of Certificates or Class PEZ Regular
Interests outstanding at any time shall mean the most or next most subordinate Class of Certificates or Class PEZ Regular Interest
then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-D, Class A-S,
Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates and the Class A-S, Class B and Class C Regular Interests;
provided, however, that for purposes of determining the most subordinate Class of Certificates, in the event that
the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates are the only Classes of Principal Balance Certificates
outstanding, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B Certificates together will be
treated as the most subordinate Class of Certificates. For purposes of this Agreement, each Class of Certificates (other than the
Class R Certificates and, for purposes of receiving Yield Maintenance Charges, the Class X-B Certificates) and Class PEZ Regular
Interest shall be deemed to be outstanding only to the extent its respective Certificate Principal Amount or Notional Amount has
not been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to be outstanding so long as
the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.


 


(b)          For purposes of
this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)           the
terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to
include the other gender;


 


(ii)          references
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;


 


(iii)         a
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)         the
words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other
words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)          the
terms “include” or “including” shall mean without limitation by reason of enumeration.


 






    	-124-



    	 



    

 


Article
II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans.


 


(a)          The Depositor,
concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Citigroup Commercial Mortgage
Trust 2015-GC35, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey
to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in,
to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e)
and 5(f)), 6 (other than Section 6(i) and Section 6(j)), (and to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17,
18 and 23 of each Loan Purchase Agreement, (iii) the FMC Guaranty, (iv) each Co-Lender Agreement, if any, and (v) all Escrow Accounts,
Lock-Box Accounts and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders.
Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (other than
payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding
any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). Such assignment of any Outside Serviced Trust
Loan is further subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement.
The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section
11.08 of this Agreement, is intended by the parties to constitute a sale.


 


(b)          In connection
with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall direct each Mortgage
Loan Seller (pursuant to the related Loan Purchase Agreement) to deliver to and deposit with (or to cause to be delivered to and
deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage File for each Mortgage Loan,
with copies (other than with respect to an Outside Serviced Trust Loan) to be delivered, within five (5) Business Days after the
Closing Date, to the Master Servicer; provided, however, that copies of any document in the Mortgage File that also
constitutes a Designated Servicing Document shall be delivered to the Master Servicer (other than with respect to an Outside Serviced
Trust Loan) on or before the Closing Date. None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer
or the Special Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the related Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein to
the contrary, with respect to letters of credit (exclusive of those relating to an Outside Serviced Trust Loan), the applicable
Mortgage Loan Seller shall deliver to the Master Servicer and the Master Servicer shall hold the original (or copy, if such original
has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of such letter
of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of Certificateholders
and, if applicable, the related Serviced Companion Loan Holder, to the extent required in order for the Master Servicer to draw
on such letter of credit on behalf of the Trustee for the benefit of


 






    	-125-



    	 



    

 


Certificateholders
and, if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms thereof and/or of the related
Loan Documents)) and the applicable Mortgage Loan Seller shall be deemed to have satisfied any delivery requirements of the related
Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to
the Custodian together with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such document
has been delivered to the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that it holds
the letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit referred to in the previous sentence is
not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of
Certificateholders and, if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms thereof
and/or of the related Loan Documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment
documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals
to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the Closing Date. The
applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s) of credit required in order for
the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of Certificateholders and, if
applicable, the related Serviced Companion Loan Holder, and shall cooperate with the reasonable requests of the Master Servicer
or the Special Servicer, as applicable, in connection with effectuating a draw under any such letter of credit prior to the date
such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for
the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder.


 


With respect to any Mortgage
Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the related
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trustee for the benefit of the Certificateholders or have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the related Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter period if required by
the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor for
the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include
such document in the related Mortgage File) and the Master Servicer, and the Master Servicer shall use reasonable efforts in accordance
with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement
as may be contemplated under the existing comfort letter), and the Master Servicer shall, as soon as reasonably practicable following
receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the
Custodian for inclusion in the Mortgage File.


 


After the Depositor’s
transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action
inconsistent with the Trust’s ownership of the Mortgage Loans.


 






    	-126-



    	 



    

 



(c)          The
Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Loan Purchase Agreement
that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan Seller’s
expense, in the appropriate public recording office for real property records or UCC financing statements, as appropriate, each
related assignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of “Mortgage
File” and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage File”, in each
case in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced Trust Loan because the
documents referred to herein have been assigned to the related Outside Trustee.


 


The Depositor hereby
represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Loan Purchase Agreement as to each
Mortgage Loan (exclusive of any Outside Serviced Trust Loan), that if it cannot deliver or cause to be delivered the documents
and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the definition of “Mortgage File”
solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered
for recordation or filing, as applicable, a copy of the original certified by the applicable Mortgage Loan Seller to be a true
and complete copy of the original thereof submitted for recording, shall be forwarded to the Custodian. Each assignment referred
to in the prior paragraph that is recorded and the file copy of each UCC-3 assignment referred to in the previous paragraph shall
reflect that it should be returned by the public recording or filing office to the Custodian or its agent following recording (or,
alternatively, to the applicable Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan Seller shall
deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt); provided that,
in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of
Leases, the applicable Mortgage Loan Seller or its designee shall obtain and provide to the Custodian a certified copy of the recorded
original. On a monthly basis, at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master
Servicer a copy of each of the aforementioned assignments following the Custodian’s receipt thereof.


 


If the Custodian has
received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant to the Loan Purchase
Agreement) promptly to prepare or cause the preparation of a substitute therefor or cure such defect or cause such defect to be
cured, as the case may be, and to record or file, or with respect to any assignments that a third party on the Mortgage Loan Seller’s
behalf has agreed to record or file as described above, to deliver to such third party the substitute or corrected document.


 


(d)          In connection
with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect to any Outside
Serviced Trust Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related Loan Purchase Agreement)
to deliver to and deposit with (or cause to be delivered to and deposited with) the Master Servicer within five (5) Business Days
after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and records not otherwise required to be contained
in the Mortgage File that (A) relate to the origination and/or servicing and administration of the Mortgage Loans and any related
Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing


 






    	-127-



    	 



    

 


administration
and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered to the
Rating Agencies in connection with the rating of the Certificates) or any related Serviced Companion Loans or for evidencing or
enforcing any of the rights of the holder of the Mortgage Loans or any related Serviced Companion Loans or holders of interests
therein, and (C) are in possession or under control of the applicable Mortgage Loan Seller; and (iii) all unapplied Escrow Payments
and reserve funds in the possession or under control of the applicable Mortgage Loan Seller that relate to such Mortgage Loans
and any related Serviced Companion Loans, together with a statement indicating which Escrow Payments and reserve funds are allocable
to each Mortgage Loan or any related Serviced Companion Loan; provided that copies of any document in the Mortgage File
and any other document, record or item referred to above in this sentence that, in each case, constitutes a Designated Servicing
Document shall be delivered to the Master Servicer on or before the Closing Date; and provided, further, that the
applicable Mortgage Loan Seller shall not be required to deliver any draft documents, privileged or other related Mortgage Loan
Seller communications, credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications
or evaluations. The Master Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the
benefit of the Certificateholders (and, insofar as they also relate to a Serviced Companion Loan, on behalf of and for the benefit
of the applicable Serviced Companion Loan Holder). Notwithstanding anything to the contrary, the foregoing provisions of this
Section 2.02(d) shall not apply to the Outside Serviced Trust Loans. In addition, each Mortgage Loan Seller is required,
pursuant to the related Loan Purchase Agreement, to provide to the Master Servicer the initial data with respect to its Mortgage
Loans for (i) the CREFC® Financial File and the CREFC® Loan Periodic Update File that are required to be prepared by the
Master Servicer pursuant to this Agreement and (ii) the Supplemental Servicer Schedule.


 


(e)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver, and hereby represents
and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date, a fully executed original
counterpart of each Loan Purchase Agreement, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)           With
respect to a Serviced Loan Combination, the Custodian shall also hold the related Mortgage File for the use and benefit of the
related Serviced Companion Loan Holder(s).


 


(g)          The parties to
this Agreement acknowledge and agree, with respect to the Outside Serviced Trust Loans, that the Trust assumes the obligations
and rights of the holder of each Outside Serviced Trust Loan under the respective Co-Lender Agreement and/or Outside Servicing
Agreement.


 


(h)          It is not intended
that this Agreement create a partnership or a joint-stock association.


 






    	-128-



    	 



    

 


Section
2.02     Acceptance by the Trustee, the Custodian and the Certificate Administrator.


 


(a)          The Trustee, by
its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its behalf, of (i) the
Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets
delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or
the Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that constitute
portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will hold the Mortgage Loans and such
other assets, together with any other assets subsequently delivered to it that are to be included in the Trust Fund, in trust for
the exclusive use and benefit of all present and future Certificateholders and, if applicable, the Serviced Companion Loan Holders
pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Loan Combination, the Custodian shall also
hold the portion of such Mortgage File that relates to the Serviced Companion Loan in such Loan Combination in trust for the use
and benefit of the related Serviced Companion Loan Holder. In connection with the foregoing, the Custodian hereby certifies to
each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to
each Mortgage Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its possession,
and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by it with respect to
such Mortgage Loan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall
not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports
to relate to such Mortgage Loan.


 


(b)          On
or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th
day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii)
the day on which all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased
or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered to it with respect to each
Mortgage Loan, and the Custodian shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement
and the terms of the respective Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit N to
this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser
(and upon request, in the case of a Serviced Loan Combination, to the related Serviced Companion Loan Holder) that, as to each
Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification,
which exception report shall also be available in electronic format (including Excel-compatible format) upon request): (i) all
documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Trust Loan), (5), (7), (15) and
(20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File” are in its possession
or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with the related Loan Purchase
Agreement; (ii) the recordation/filing contemplated by Section 2.01(c) of this Agreement has been completed (based solely
on receipt by the Custodian of the particular recorded/filed documents); (iii) all documents received by the Custodian with respect
to such Mortgage Loan have been reviewed by the Custodian and


 






    	-129-



    	 



    

 


(A)
appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by
the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv)
based on the examinations referred to in Section 2.02(a) of this Agreement and this Section 2.02(b) and only as
to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller), the
information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of the definition
of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File. With respect to the
items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage File” if the original of such document
is not in the Custodian’s possession because it has not been returned from the applicable recording office, then the Custodian’s
certification prepared pursuant to this Section 2.02(b) should indicate the absence of such original. In addition, as it
relates to the Outside Serviced Trust Loans, with respect to the items listed in clauses (2), (3), (4) and (6) of the definition
of “Mortgage File” because the original of such document will not be in the Custodian’s possession since it
will have been delivered to the Outside Trustee in accordance with the applicable Outside Servicing Agreement, the Custodian’s
certification prepared pursuant to this Section 2.02(b) should indicate the absence of such original. If the Custodian’s
obligation to deliver the certifications contemplated in this subsection terminates because two years have elapsed since the Closing
Date, the Custodian shall deliver a comparable certification to any party hereto, the Serviced Companion Loan Holder and any Underwriter
and any Initial Purchaser on request.


 


(c)          It is acknowledged
that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian is under any
duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the
Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate
for the represented purpose or that they are other than what they purport to be on their face. Furthermore, none of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any responsibility for determining
whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document
is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable
jurisdiction.


 


(d)          The
parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Trust Loan), (5), (7),
(15) and (20) (for any Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File” have
been received, appear regular on their face and such additional information as will be necessary for delivering the certifications
required by Sections 2.02(a) and 2.02(b) of this Agreement, and such review is in no way intended to, nor shall it
be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly
be reflected in any offering document. Any review of the Mortgage Files by the Custodian and any certification with respect thereto
is not intended to, and shall not be deemed by the parties to this Agreement to, constitute “due diligence services”
or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the
Exchange Act. Any recipient of the Custodian’s certification or a copy thereof by its receipt


 






    	-130-



    	 



    

 


thereof
is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO
or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.02(d) shall
relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in
accordance with the terms of this Agreement.


 


(e)          If, after the
Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage File or Servicing
File for any Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to the Master Servicer
(if it constitutes part of the Servicing File).


 


Section
2.03     Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files
and Breaches of Representations and Warranties.


 


(a)          If
(i) any party hereto (A) discovers or receives notice alleging that any document constituting a part of a Mortgage File has not
been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”)
or (B) discovers or receives notice alleging a breach of any representation or warranty of the applicable Mortgage Loan Seller
made pursuant to Section 6(c) of the related Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”)
or (ii) the Special Servicer or the Depositor receives a Repurchase Communication of a request or demand for repurchase or replacement
of any Mortgage Loan alleging a Document Defect or Breach (any such request or demand, a “Repurchase Request”),
then such Person shall give prompt written notice thereof to the applicable Mortgage Loan Seller, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event), the other parties hereto, any related Serviced Companion
Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13
of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered to such Persons
pursuant to this sentence). If any such Document Defect or Breach materially and adversely affects, or any such Document Defect
is deemed in accordance with Section 2.03(b) of this Agreement to materially and adversely affect, the value of the related
Mortgage Loan (or any related REO Property) or the interests of the Certificateholders therein or causes any Mortgage Loan to fail
to be a Qualified Mortgage, then such Document Defect shall constitute a “Material Document Defect” or such
Breach shall constitute a “Material Breach”, as the case may be. The Special Servicer shall determine, with
respect to any affected Mortgage Loan or REO Mortgage Loan, whether a Document Defect is a Material Document Defect or a Breach
is a Material Breach. If such Document Defect or Breach has been determined to be a Material Document Defect or Material Breach,
then the Special Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior
to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (a) notifying such
parties of the existence of such Material Document Defect or Material Breach, as the case may be, and (b) demanding that the applicable
Mortgage Loan Seller (and in the case of the Mortgage Loans sold to the Depositor by FCRE, with simultaneous notice to and demand
on FMC, as guarantor of certain of FCRE’s obligations under the FCRE Loan Purchase Agreement, pursuant to the FMC Guaranty),
not later than 90 days from the


 






    	-131-



    	 



    

 


earlier
of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of and receipt of a demand to take
action with respect to, such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document
Defect or Material Breach relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering
such Material Document Defect or Material Breach), cure the same in all material respects (which cure shall include payment of
losses and any Additional Trust Fund Expenses associated therewith) or, if such Material Document Defect or Material Breach, as
the case may be, cannot be cured within such 90 day period, either (before the end of such 90-day period) (i) repurchase the affected
Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced Trust Loan)
at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (ii) substitute
a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any such substitution
occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account,
any Substitution Shortfall Amount in connection therewith, all in conformity with the applicable Loan Purchase Agreement and this
Agreement; provided, however, that if (i) such Material Document Defect or Material Breach is capable of being cured
but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan’s
not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the
cure of such Material Document Defect or Material Breach within such 90 day period, then such Mortgage Loan Seller shall have
an additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such repurchase or substitution
(it being understood and agreed that, in connection with such Mortgage Loan Seller’s receiving such additional 90 day period,
such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the Special Servicer and the Certificate
Administrator setting forth the reasons such Material Document Defect or Material Breach is not capable of being cured within
the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in connection with the cure thereof and stating
that such Mortgage Loan Seller anticipates that such Material Document Defect or Material Breach will be cured within such additional
90 day period); and provided, further, that, if any such Material Document Defect is still not cured after the initial
90 day period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the
recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution
obligations in respect of such Document Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Special Servicer
and the Certificate Administrator every 30 days thereafter that the Document Defect is still in effect solely because of its failure
to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing the cure of such defect (specifying
the actions being taken), except that no such deferral of cure, repurchase or substitution may continue beyond the date that is
18 months following the Closing Date. If the affected Mortgage Loan is to be repurchased, the Master Servicer shall designate
the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired. If the affected Mortgage
Loan is to be substituted for, the Master Servicer shall designate the Collection Account as the account to which funds in the
amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution of a Mortgage Loan shall be on
a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if
any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage


 






    	-132-



    	 



    

 


Loan being
repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of
the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due
with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution,
and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer
or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the
Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or substitution
promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has
been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may
be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan to be replaced
was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including
by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Breach or Material Document
Defect, the affected Mortgage Loan will be required to be repurchased.


 


Notwithstanding the foregoing
provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations with respect
to any Material Breach or Material Document Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan
Seller and the Special Servicer on behalf of the Trust, and with the consent of the Controlling Class Representative (other than
with respect to any Excluded Mortgage Loan) prior to the occurrence of a Control Termination Event, are able to agree upon a cash
payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for a Material
Breach or Material Document Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its
sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited
into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a
Material Document Defect or a Material Breach as a result of a Mortgage Loan not constituting a “qualified mortgage”,
within the meaning of Section 860G(a)(3) of the Code, may not be cured by a Loss of Value Payment. Upon its making such payment,
the related Mortgage Loan Seller shall be deemed to have cured such Material Breach or Material Document Defect in all respects.
Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders
or the Trust regarding any such Material Breach or Material Document Defect in respect of which such Loss of Value Payment is accepted,
and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure
such Material Breach or Material Document Defect.


 


If (x) a Mortgage Loan
is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y) such Defective Mortgage Loan
is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not constitute a Material Document
Defect or Material Breach, as the case may be, as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group
(the “Other Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the
case may be) shall be deemed to constitute a Material Document Defect or Material Breach (as the case may be) as to each such Other
Crossed Loan for purposes of the above provisions, and the related Mortgage


 






    	-133-



    	 



    

 


Loan
Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless,
in the case of such Breach or Document Defect:


 


(A)         the
related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special
Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only those Mortgage
Loans as to which a Material Document Defect or Material Breach has actually occurred without regard to the provisions of this
paragraph (the “Affected Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a)
(i) will not cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust under subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding
and (ii) will not result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the
tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
set forth in Section 860G(d) of the Code); and


 


(B)         each
of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the Affected
Loans and not the Other Crossed Loans:


 


(1)          the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for the
Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus Supplement and (B) the
debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or replacement;


 


(2)          the
loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected
Loan(s)) set forth in Annex A to the Prospectus Supplement plus 10%, (B) the loan-to-value ratio, expressed as a
whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) at the
time of repurchase or replacement and (C) 75%; and


 


(3)          either
(x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will not impair
the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group or
(y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies with the
related Loan


 






    	-134-



    	 



    

 


Purchase Agreement and this Agreement and that removes any threat of impairment of the ability to exercise remedies
against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise of remedies
against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


 


The determination of
the Master Servicer or the Special Servicer, as applicable, as to whether the conditions set forth above have been satisfied shall
be conclusive and binding in the absence of manifest error on the Certificateholders, other parties to this Agreement and the related
Mortgage Loan Seller. The Master Servicer or the Special Servicer, as applicable, will be entitled to cause to be delivered, or
direct the related Mortgage Loan Seller to cause to be delivered, to the Master Servicer or the Special Servicer, as applicable,
an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether the condition set forth in clause
(B)(2) above has been satisfied, in each case at the expense of the related Mortgage Loan Seller if the scope and cost of the
Appraisal is approved by the related Mortgage Loan Seller and, prior to the occurrence and continuance of a Control Termination
Event, the Controlling Class Representative (such approval not to be unreasonably withheld in each case).


 


With respect to any Defective
Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the second preceding
paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Mortgage Loan Seller
and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related Loan Purchase Agreement) to
forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted to exercise remedies against
the Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing
the Affected Loan(s) still held by the Trustee. If the exercise of remedies by one such party would impair the ability of the other
such party to exercise its remedies with respect to the Primary Collateral securing the Affected Loan or the Other Crossed Loans,
as the case may be, held by the other such party, then both parties have agreed to forbear from exercising such remedies unless
and until the Loan Documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies with
the related Loan Purchase Agreement to remove the threat of impairment as a result of the exercise of remedies. Any reserve or
other cash collateral or letters of credit securing any of the Mortgage Loans that form a Cross-Collateralized Group shall be allocated
between such Mortgage Loans in accordance with the related Loan Documents, or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. All other terms of the related Mortgage Loans shall remain in full force and effect, without
any modification thereof. The provisions of this paragraph shall be binding on all future holders of each Mortgage Loan that forms
part of a Cross-Collateralized Group.


 


To the extent necessary
and appropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited power of attorney
provided by the Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the modification of the
Loan Documents that complies with the applicable Loan Purchase Agreement to remove the threat of impairment of the ability of the
Mortgage Loan Seller or the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s)
held by such party resulting from the exercise of remedies by the other such party; provided that the Trustee


 






    	-135-



    	 



    

 


shall
not be liable for any misuse of any such power of attorney by the Master Servicer or Special Servicer, as applicable, or any of
its agents or subcontractors. The Master Servicer shall advance all costs and expenses incurred by the Trustee, the Special Servicer
and the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph and the first, second and third
preceding paragraphs, and such advances and interest thereon shall (i) constitute and be reimbursable as Servicing Advances and
(ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced. Neither the Master
Servicer nor the Special Servicer shall be liable to any Certificateholder or any other party hereto if a modification of the
Loan Documents described above cannot be effected for any reason beyond the control of the Master Servicer or the Special Servicer
or should not be effected as determined by the Master Servicer or Special Servicer, as applicable, in accordance with the Servicing
Standard.


 


If the Special Servicer
or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously
received or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to the applicable Mortgage Loan Seller, the other parties
hereto, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any
Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider (to the extent notice has not previously been delivered
to such Persons pursuant to this sentence). If the Special Servicer receives a Repurchase Communication that any Mortgage Loan
that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”), or that such Repurchase
Request has been rejected (a “Repurchase Request Rejection”), then the Special Servicer shall (in accordance
with the following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the Depositor, the applicable
Mortgage Loan Seller (unless it is the entity that has repurchased or replaced the subject Mortgage Loan or rejected such Repurchase
Request), and the Certificate Administrator (unless it is the party that notified the Special Servicer thereof).


 


Each notice of a Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given by a party pursuant to
this Section 2.03(a) (each, a “Rule 15Ga-1 Notice”) shall be given no later than ten (10) Business Days
after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase
Request Rejection, as applicable, and shall include (i) the identity of the related Mortgage Loan and the Person making the Repurchase
Request, (ii) the date that the Repurchase Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase
or Repurchase Request Rejection was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted
in the Repurchase Request) and (iv) in the case of Rule 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase
Request, a statement as to whether the Special Servicer currently plans to pursue such Repurchase Request.


 


If the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Custodian receives a Repurchase Communication of a Repurchase
Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection, then such


 






    	-136-



    	 



    

 


party
shall promptly forward such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or
Repurchase Request Rejection to the Special Servicer (with respect to any Mortgage Loan or REO Mortgage Loan) and, prior to the
occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following
statement in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase Request”]
[a “Repurchase Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under
Section 2.03(a) of the Pooling and Servicing Agreement relating to the Citigroup Commercial Mortgage Trust 2015-GC35 Commercial
Mortgage Pass Through Certificates, Series 2015-GC35, requiring action by you as the recipient of such [Repurchase Request] [Repurchase
Request Withdrawal] [Repurchase] [Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication
of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant
to the foregoing provisions of this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer
shall comply with the notice procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such
Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No Person that is required
to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1 Notice Provider”) shall
be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product
doctrines. Each Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.03(a)
is so provided only to assist the related Mortgage Loan Seller, the Depositor and their respective Affiliates to comply with Rule
15Ga-1, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or
inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(a) by a Rule 15Ga-1
Notice Provider in a Rule 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the
Rule 15Ga-1 Notice Provider may have with respect to the related Loan Purchase Agreement, including with respect to any Repurchase
Request that is the subject of a Rule 15Ga-1 Notice.


 


On or before the Closing
Date, the Depositor shall, upon request of such party, deliver to the Master Servicer and the Special Servicer a copy of each Loan
Purchase Agreement and the FMC Guaranty, which the Master Servicer shall provide to each Sub-Servicer.


 


(b)          Subject to the
applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject to Section
2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver the documents referred
to in clauses (1), (2), (7), (8), (18) and (19) in the definition of “Mortgage File” in accordance with this Agreement
and the applicable Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided, however,
that no Document Defect (except a deemed Material Document Defect described above) shall be considered to be a Material Document
Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement
of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third
party with


 






    	-137-



    	 



    

 


respect
to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage Loan or for any
immediate significant servicing obligation.


 


(c)          In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to this
Section 2.03, the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer shall each tender to the applicable repurchasing entity, upon delivery
to each of them of a receipt executed by the applicable repurchasing entity evidencing such repurchase or substitution, all portions
of the Mortgage File and other documents (including, without limitation, the Servicing File), and all Escrow Payments and reserve
funds, pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be
endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee in the same
manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate
forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to
the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan and the security
thereof to the Mortgage Loan Seller or its designee; provided that such tender by the Trustee and the Custodian shall be
conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect
that the requirements for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and
empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee
or any of them, the endorsements and assignments contemplated by this Section 2.03(c),
and such other instruments as may be necessary or appropriate to transfer title to an REO Property (including with respect to an
Outside Serviced Trust Loan) in connection with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee shall
execute and deliver any powers of attorney necessary to permit the Master Servicer to do so; provided, however, that
the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or any of its agents or
subcontractors. The parties to this Agreement acknowledge that the related Loan Purchase Agreement provides that in the
event a Qualified Substitute Mortgage Loan is substituted for a Defective Mortgage Loan by the related Mortgage Loan Seller as
contemplated by this Section 2.03, the related Mortgage Loan Seller will be required to deliver to the Custodian the related
Mortgage File and to the Master Servicer all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage
Loan possessed by it and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements
of the definition of “Qualified Substitute Mortgage Loan” in this Agreement.


 


The parties to this Agreement
acknowledge that the related Loan Purchase Agreement provides that if any Mortgage Loan is to be repurchased or replaced as contemplated
by this Section 2.03, the related Mortgage Loan Seller will be required to amend the Mortgage Loan Schedule (as such term
is defined in the related Loan Purchase Agreement) to reflect the removal of any deleted Mortgage Loan and, if applicable, the
substitution of the related Qualified Substitute Mortgage Loan(s) and deliver or cause the delivery of such amended Mortgage Loan
Schedule (as such term is defined in the related Loan Purchase Agreement) to the parties to this Agreement. Upon any substitution
of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified Substitute Mortgage Loan shall become part
of the Trust Fund and be subject to the terms of this Agreement in all respects.


 






    	-138-



    	 



    

 


(d)          The related Loan
Purchase Agreement and, if applicable, the FMC Guaranty provide the sole remedies available to the Certificateholders, or the Trustee
on behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan. For purposes of
this Agreement, the purchase, replacement or payment of any Loss of Value Payment by FMC, on behalf of FCRE, of or with respect
to any Mortgage Loan for which FCRE is the related Mortgage Loan Seller shall be deemed a purchase, replacement or payment of Loss
Value Payment, as applicable, by FCRE.


 


(e)          The parties to
this Agreement acknowledge, with respect to each Outside Serviced Trust Loan, that the related Loan Purchase Agreement provides
that if a “material document defect” (as such term or any analogous term is defined in the related Outside Servicing
Agreement) exists under the related Outside Servicing Agreement with respect to the related Outside Serviced Companion Loan included
in the related Outside Securitization Trust, and such Outside Serviced Companion Loan is repurchased by or on behalf of the related
Mortgage Loan Seller (or other responsible repurchasing entity) from such Outside Securitization Trust as a result of such “material
document defect” (as such term or any analogous term is defined in such Outside Servicing Agreement), then the related Mortgage
Loan Seller will be required to repurchase such Outside Serviced Trust Loan; provided, however, that such repurchase obligation
does not apply to any “material document defect” (as such term or any analogous term is defined in the related Outside
Servicing Agreement) related solely to the promissory note for such Outside Serviced Companion Loan.


 


Section 2.04     Representations
and Warranties of the Depositor.


 


(a)          The Depositor
hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion
Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of
the Closing Date, that:


 


(i)           The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is
duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or
the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute,
deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority
to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized the execution,
delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(ii)          Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar


 






    	-139-



    	 



    

 


laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights of indemnification hereunder,
by considerations of public policy;


 


(iii)         Neither
the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions hereof, nor
the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with or result in a breach
of, or constitute a default under, the organizational documents of the Depositor or, after giving effect to the consents or taking
of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Depositor or its properties, or any of the provisions of any indenture or agreement or
other instrument to which the Depositor is a party or by which it is bound or result in the creation or imposition of any lien,
charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument or
(B) require any consent of, notice to, or filing with any person, entity or governmental body, which has not been obtained or made
by the Depositor, except where, in any of the instances contemplated by clause (A) above or this clause (B), the failure to do
so will not have a material and adverse effect on the consummation of any transactions contemplated by this Agreement;


 


(iv)         There
is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened
against the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of which could
be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the ability of the Depositor to
carry out the transactions contemplated by this Agreement;


 


(v)          The
Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future
creditors;


 


(vi)         No
proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)        Immediately
prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this Agreement,
the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred to it by the related Mortgage
Loan Seller pursuant to the related Loan Purchase Agreement;


 


(viii)       The
Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by the Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to any Person other than the Trustee; and


 


(ix)         The
Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it by the
Mortgage Loan Sellers pursuant to the Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders


 






    	-140-



    	 



    

 


free and
clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan
Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section
2.05     Representations, Warranties and Covenants of the Master Servicer.


 


(a)          The
Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit
of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating
Advisor and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement
by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default (or an event
that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement
or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this
Agreement or the financial condition of the Master Servicer;


 


(iii)         The
Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms


 






    	-141-



    	 



    

 


hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform
its obligations under this Agreement or the financial condition of the Master Servicer;


 


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


 


(vii)        Each
officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required by
Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in compliance
with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not
required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Master Servicer’s subsequent performance of this Agreement.


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in


 






    	-142-



    	 



    

 


any Mortgage Loan or Serviced Loan
Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section
2.06     Representations, Warranties and Covenants of the Special Servicer.


 


(a)          The
Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit
of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating
Advisor and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Special Servicer is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms of this
Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or by-laws or (B)
constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other material instrument to which it is a party or that is applicable to it or any of
its assets, in each case, which does or is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(iii)         The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and compliance
with the terms of this


 






    	-143-



    	 



    

 


Agreement will not, constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special
Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Special
Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)         No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that would
prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment,
is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement
or the financial condition of the Special Servicer;


 


(vii)        Each
officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special Servicer
pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration of
Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required
by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage in compliance
with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)       No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are not
required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 






    	-144-



    	 



    

 


Section 2.07     Representations
and Warranties of the Trustee.


 


(a)          The Trustee hereby
represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders, and to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:


 


(i)           The
Trustee is a New York banking corporation, duly organized, validly existing and in good standing under the laws of the State of
New York; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and
approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)          the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or by-laws or shareholders’ resolutions or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its
assets;


 


(iii)         except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate
trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement, the Trustee
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing or purporting
to provide indemnification or contribution with respect to violations of securities laws;


 


(v)          the
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order,
law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction,
which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations
of the Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder
or thereunder;


 






    	-145-



    	 



    

 


(vi)         no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval
has been obtained prior to the Closing Date; and


 


(vii)        no
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement.


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan
Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section 2.08     Representations
and Warranties of the Certificate Administrator.


 


(a)          The Certificate
Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor,
as of the Closing Date, that:


 


(i)           The
Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;


 


(ii)          the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’
resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


(iii)         the
Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 






    	-146-



    	 



    

 


(iv)         this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally (B) general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions providing
or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)          the
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially
affect the performance of its duties hereunder or thereunder;


 


(vi)         no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if
required, such approval has been obtained prior to the Closing Date; and


 


(vii)        no
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement.


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage Loan
or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each
Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative.


 






    	-147-



    	 



    

 


Section 2.09     Representations,
Warranties and Covenants of the Operating Advisor.


 


(a)          The
Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)           The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of New York; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)          The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an
event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


(iii)         The
Operating Advisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other
laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability
of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform
its obligations under this Agreement;


 






    	-148-



    	 



    

 


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


 


(vii)        No
consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for
any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and
which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)          The representations
and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or
upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of any of the representations
and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders or any
Serviced Companion Loan Holder, the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan
Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder,
the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section 2.10     Execution
and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.


 


(a)          The
Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian
(to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions
of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently with such delivery described in clause (i),
declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates
(in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently
with such delivery described in clause (i), declares that it holds any Excess Interest for the benefit of the Holders of any Excess
Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the Lower-Tier
Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator acknowledge
the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all right, title and
interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the Trustee, receipt
of which is hereby acknowledged, and (iii) the Trustee acknowledges and hereby declares that it holds the same on behalf of the
Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest), the Holders of the Regular Certificates and
the holder(s) of the Class PEZ Regular Interests, in exchange for the conveyance described in the immediately preceding clause
(ii), (A) the Class PEZ Regular Interests and the


 






    	-149-



    	 



    

 


Upper-Tier
Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated and delivered
to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates, representing the Lower-Tier
Residual Interest and the Upper-Tier Residual Interest, registered in the names set forth in such order and duly authenticated
by the Certificate Administrator. If there are any ARD Mortgage Loans in the Trust Fund, then the Certificate Administrator
shall execute and cause to be authenticated and delivered to and upon the order of the Depositor, the Excess Interest Certificates
in exchange for any Excess Interest.


 


(b)          The Depositor,
as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the Class PEZ Regular Interests to the Trustee for the benefit of
the holders of (i) the Class A-S Certificates (to the extent of the Class A-S Percentage Interest of the Class A-S Regular Interest),
(ii) the Class B Certificates (to the extent of the Class B Percentage Interest of the Class B Regular Interest), (iii) the Class
C Certificates (to the extent of the Class C Percentage Interest of the Class C Regular Interest) and (iv) the Class PEZ Certificates
(to the extent of the applicable Class PEZ Percentage Interest of each of the Class PEZ Regular Interests). The Trustee (i) acknowledges
the assignment to it of the Class PEZ Regular Interests and (ii) declares that it holds and will hold the Class PEZ Regular Interests
in trust for the exclusive use and benefit of all present and future Holders of the Exchangeable Certificates. The Certificate
Administrator shall execute and cause the Authenticating Agent to authenticate and deliver to or upon the order of the Depositor,
in exchange for the Class PEZ Regular Interests, the Exchangeable Certificates in authorized Denominations.


 


Section
2.11     Miscellaneous REMIC and Grantor Trust Provisions.


 


(a)          The Class LA-1,
Class LA-2, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class
LH Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section
860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class
of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(b)          The Regular Certificates
and the Class PEZ Regular Interests are hereby designated as “regular interests” in the Upper-Tier REMIC within the
meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated
as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(c)          The
Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC. The
“latest possible maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests,
the Regular Certificates and the Class PEZ Regular Interests is the Rated Final Distribution Date.


 


(d)          None of the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall enter into
any arrangement


 






    	-150-



    	 



    

 


by
which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.


 


(e)          Each Class of
the Grantor Trust Certificates shall represent undivided beneficial interests in its corresponding portion of the Trust Fund consisting
of, respectively, the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific
Grantor Trust Assets, the Class PEZ Specific Grantor Trust Assets, and the Excess Interest Grantor Trust Assets, each of which
portions will be treated as part of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the
Code.


 


Article
III



ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS


 


Section
3.01     Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements;
Outside Serviced Trust Loans.


 


(a)          The
Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced
Loans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall service
and administer the Mortgage Loans (other than the Outside Serviced Trust Loans, which will be serviced, together with the related
Outside Serviced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion Loans on behalf
of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced Loan Combination,
for the benefit of the Certificateholders and the related Serviced Companion Loan Holders as a collective whole as if such Certificateholders
and Serviced Companion Loan Holders constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into
account the subordinate nature of the related Subordinate Companion Loan), subject to the terms and conditions of the related Co-Lender
Agreement) as determined in the good faith and reasonable judgment of the Master Servicer or the Special Servicer, as the case
may be, in accordance with: (i) any and all applicable laws; (ii) the express terms of this Agreement, the respective Serviced
Mortgage Loans or Serviced Loan Combinations and, in the case of the Serviced Loan Combinations, the related Co-Lender Agreement;
and (iii) to the extent consistent with the foregoing, the Servicing Standard. To the extent consistent with the foregoing and
subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor
agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest
on the Mortgage Loans (other than the Outside Serviced Trust Loans) and the Serviced Companion Loans. Subject only to the Servicing
Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master
Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02 of this Agreement),
to do or cause to be done any and all things in connection with such servicing and administration which it may deem consistent
with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in the best interests of
the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and, in the case of


 






    	-151-



    	 



    

 


a
Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan), subject to the terms
and conditions of the related Co-Lender Agreement), including, without limitation, with respect to each Mortgage Loan and Serviced
Companion Loan, (A) other than with respect to the Outside Serviced Trust Loans, to prepare, execute and deliver, on behalf of
the Certificateholders, the Serviced Companion Loan Holders and the Trustee or any of them: (i) any and all financing statements,
continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related
collateral; (ii) subject to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications,
waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of the
Mortgage Loan or Serviced Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, and all other comparable instruments, with respect to the Mortgage Loan (and related Serviced Companion
Loan) or the related Mortgaged Property; and (B) including with respect to the Outside Serviced Trust Loans, to direct, manage,
prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer
in their respective capacity on behalf of the Trustee or the Trust. Notwithstanding the foregoing, neither the Master Servicer
nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan, or Serviced
Companion Loan except under the circumstances described in Sections 3.07, 3.09, 3.10 and 3.24 of this
Agreement or in Section 3.03 of this Agreement. The Master Servicer and Special Servicer shall service and administer the
Mortgage Loans (other than the Outside Serviced Trust Loans), the Serviced Companion Loans and each related REO Property in accordance
with applicable law and the terms thereof and hereof and the terms of any applicable Co-Lender Agreements and intercreditor agreements
and shall provide to the Mortgagors any reports required to be provided to them thereby.


 


Subject
to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute
and deliver (i) to the Master Servicer, any powers of attorney substantially in the form of Exhibit AA-1 to this Agreement
or such other form as mutually agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer, any powers of attorney
substantially in the form of Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the Trustee and
the Special Servicer, and (iii) to the Master Servicer or Special Servicer, as applicable, other documents reasonably acceptable
to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such written
request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder. Notwithstanding
anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Sub-Servicer shall, without
the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless prohibited
by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited,
in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then
provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such
shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made
in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain
the


 






    	-152-



    	 



    

 


Trustee’s
consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity; or (ii)
take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.
Each of the Master Servicer, the Special Servicer and any Sub-Servicer shall indemnify the Trustee for any and all costs, liabilities
and expenses incurred by the Trustee in connection with the negligent or willful misuse of such powers of attorney by the Master
Servicer or the Special Servicer or its agents or subcontractors, as applicable.


 


(b)          Unless
otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received on
a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately
following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the
Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which
shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased pursuant
to its terms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following the receipt
of such amounts. If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option, prior
to an event of default under the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or to hold
such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may not apply
such amounts as a prepayment until the occurrence of an event of default under the related Serviced Loan; provided that
any such amounts may be used, if permitted under the related Loan Documents, to defease the related Serviced Loan or, upon an event
of default under the related Serviced Loan, to prepay the Serviced Loan.


 


(c)          The Master Servicer
may enter into Sub-Servicing Agreements with third parties (including a party that has previously been engaged as a Subcontractor)
with respect to any of its obligations hereunder, provided that (i) any such agreement shall be consistent with the provisions
of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard, (iii) other than with respect to any
Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the related Sub-Servicer, (iv) any such agreement shall provide
that, following receipt of the applicable Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy
of the applicable Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer
in writing within five (5) Business Days after such Sub-Servicer discovers or receives notice alleging a Document Defect or a Breach
or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request
Rejection; (v) the Master Servicer shall notify the applicable Mortgage Loan Seller of any such agreement (other than any Sub-Servicing
Agreement in place on the Closing Date with a Mortgage Loan Seller Sub-Servicer); (vi) any assignment of such Sub-Servicing Agreement
by the related Sub-Servicer (other than an assignment to the Master Servicer) shall be subject to the prior written consent of
the Depositor (which consent shall not be unreasonably withheld, conditioned or delayed); and (vii) any amendment or modification
of such Sub-Servicing Agreement shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably
withheld, conditioned or delayed) if the Master Servicer determines that, as a result of such amendment or


 






    	-153-



    	 



    

 


modification,
the Sub-Servicer would become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services
20% or more of the pool assets. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents
or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the
provisions of this Section 3.01(c). The Master Servicer shall pay the servicing fees of any Sub-Servicer and shall provide
a copy of each Sub-Servicing Agreement (and any assignment thereof) to the Trustee. Any Sub-Servicing Agreement entered into by
the Master Servicer shall provide that it may be assumed by the Trustee, if the Trustee has assumed the duties of the Master Servicer
or by any successor Master Servicer without cost or obligation to the assuming party or the Trust Fund, upon the assumption by
such party of the obligations of the Master Servicer pursuant to Section 7.02. The Special Servicer may not enter into
Sub-Servicing Agreements.


 


Any Sub-Servicing Agreement,
and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations involving a Sub-Servicer,
shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the Certificate Administrator,
the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed parties thereto and shall have
no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(d)
of this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.


 


(d)          If the Trustee
or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02, the Trustee
or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable, to carry out
the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor, as applicable,
succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into by the Master
Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor Master Servicer, as
applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any liabilities or obligations
in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have replaced the Master Servicer
as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to the Trustee
or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby be relieved of any liability
or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer,
as applicable.


 


In the event that the
Trustee or any successor Master Servicer, assumes the servicing obligations of the Master Servicer, upon request of the Trustee,
or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause to be delivered
to the Trustee or such successor Master Servicer all documents and records relating to any Sub-Servicing Agreement and the Mortgage
Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any, and will otherwise use its
reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee or the successor
Master Servicer, as applicable.


 






    	-154-



    	 



    

 


(e)          The
parties hereto acknowledge that each Serviced Loan Combination is subject to the terms and conditions of the related Co-Lender
Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the
related Serviced Companion Loan Holder under the related Co-Lender Agreement, including: (i) with respect to the allocation of
collections on or in respect of such Serviced Loan Combination, and the making of remittances, to the Trust, as holder of the related
Mortgage Loan, and to the related Serviced Companion Loan Holder; (ii) with respect to the allocation of expenses and losses relating
to such Serviced Loan Combination to the Trust, as holder of the related Mortgage Loan, and to the related Serviced Companion Loan
Holder; (iii) any consultation, consent and Special Servicer appointment rights of the related Serviced Companion Loan Holder or
its Companion Loan Holder Representative; (iv) any right of a related Companion Loan Holder to cure certain defaults under the
related Serviced Loan Combination; and (v) any right of a related Companion Loan Holder to purchase the related Split Mortgage
Loan from the Trust Fund (together with any other related Serviced Pari Passu Companion Loans, if applicable). With respect to
any Serviced Loan Combination, the Master Servicer (if such Serviced Loan Combination is a Performing Serviced Loan) or the Special
Servicer (if such Serviced Loan Combination has become a Specially Serviced Loan or the related Mortgaged Property has been converted
to an REO Property) shall prepare and provide to the related Serviced Companion Loan Holder (or its Companion Loan Holder Representative),
or the master servicer or special servicer for the related Other Securitization Trust on its behalf, all notices, reports, statements
and communications to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement, and shall
perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be
performed by the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not
otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for a Serviced
Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set
forth herein in full. In the event of any conflict between this Agreement and a Co-Lender Agreement with respect to a Serviced
Pari Passu Loan Combination, the terms of such Co-Lender Agreement shall control with respect to such Serviced Pari Passu Loan
Combination.


 


(f)           Notwithstanding
anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any P&I Advance
on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Loan Combination is
no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to
make any Property Advance on such Serviced Loan Combination. If pursuant to the foregoing sentence, the Master Servicer does not
intend to make a Property Advance with respect to a Serviced Loan Combination that the Master Servicer would have made if the related
Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify the holder of the related
Serviced Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder
of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally,
at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the Trust Fund, the Master Servicer shall
deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization of the related Serviced Companion
Loan) (i) a copy of the most recent inspection report and the


 






    	-155-



    	 



    

 


inspection
report for the prior calendar year, (ii) copies of all financial statements collected from the related borrower for the most recent
calendar year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior
year and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.


 


(g)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to each Outside Serviced Trust Loan and each Outside Serviced Companion Loan related to the Outside Serviced Trust Loans are limited
by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of the related Outside Servicer
and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing Agreement. The parties further
recognize the respective rights and obligations of the related Outside Trustee and/or the Outside Serviced Companion Loan Holders
(or the representatives thereof) under each respective Co-Lender Agreement including with respect to the allocation of collections
on or in respect of an Outside Serviced Loan Combination in accordance with the related Co-Lender Agreement. The Master Servicer
shall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the enforcement of the rights by
the Trustee (as holder of the Outside Serviced Trust Loans) under each related Co-Lender Agreement and each applicable Outside
Servicing Agreement. The Master Servicer or Special Servicer, as applicable, (under the power of attorney granted by the Trustee)
shall take such actions as it shall deem reasonably necessary to facilitate the servicing of each Outside Serviced Companion Loan
by the related Outside Servicer and the related Outside Special Servicer, including, but not limited to, delivering appropriate
requests for release to the Custodian (if any) in order to deliver any portion of the related Mortgage Files to the related Outside
Servicer or related Outside Special Servicer under the applicable Outside Servicing Agreement.


 


To the extent that the
Trust, as holder of an Outside Serviced Trust Loan for the benefit of the Certificateholders, is entitled to (i) consent to or
approve any modification, waiver or amendment of such Outside Serviced Trust Loan or (ii) exercise any consultation rights with
respect to “Major Decisions” or “Material Actions” (as such term or any analogous term is defined in the
applicable Outside Servicing Agreement) in connection with such Outside Serviced Trust Loan or any related REO Property or any
consultation rights with respect to the implementation of “Asset Status Reports” (as such term or any analogous term
is defined in the applicable Outside Servicing Agreement), then the following parties (to the extent notified by the appropriate
party to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent, approval or consultation rights)
shall actually exercise such consent, approval or consultation rights, and the respective parties to this Agreement shall take
such actions as are reasonably necessary to allow the following parties to exercise such consent, approval or consultation rights:
(a) the Controlling Class Representative (if no Control Termination Event has occurred and is continuing and such Outside Serviced
Trust Loan is not an Excluded Mortgage Loan) or (b) the Special Servicer (if a Control Termination Event has occurred and is continuing
or such Outside Serviced Trust Loan is an Excluded Mortgage Loan), in each case in accordance with Section 3.01(i).


 


In addition to such consent,
approval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is continuing
and the related


 






    	-156-



    	 



    

 


Outside
Serviced Trust Loan is not an Excluded Mortgage Loan) and the Special Servicer (if a Control Termination Event has occurred and
is continuing), on behalf of the Trust, as holder of each Outside Serviced Trust Loan for the benefit of the Certificateholders,
will have the right (exercisable in its sole discretion), to the extent provided in the related Co-Lender Agreement and/or the
applicable Outside Servicing Agreement, to attend (in-person or telephonically) annual meetings with the related Outside Servicer
or Outside Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the related Outside Servicer
or Outside Special Servicer, as applicable, for the purpose of discussing servicing issues related to such Outside Serviced Loan
Combination. For the avoidance of doubt, the foregoing provisions of this Section 3.01(g) shall not impose any affirmative
duties on the Operating Advisor with respect to the Outside Serviced Loan Combinations.


 


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation
or authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other party to the applicable
Outside Servicing Agreement or to make Property Advances with respect to any of the Outside Serviced Trust Loans or a Companion
Loan related to an Outside Serviced Trust Loan. The obligation of the Master Servicer and the Special Servicer to provide information
to the Trustee or any other Person with respect to the Outside Serviced Trust Loans and any Outside Serviced Companion Loan related
to an Outside Serviced Trust Loan is dependent on their receipt of the corresponding information from the related Outside Servicer
or the related Outside Special Servicer, as applicable.


 


(h)          The parties hereto
acknowledge that each Outside Serviced Loan Combination is subject to the terms and conditions of the respective Co-Lender Agreement
and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Outside Serviced Trust Loan and the
related Outside Serviced Companion Loans are to be serviced and administered by the related Outside Servicer and Outside Special
Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the event that the applicable Outside Serviced
Companion Loan is no longer part of the trust fund created by the applicable Outside Servicing Agreement and the related Outside
Serviced Trust Loan remains an asset of the Trust Fund, then, as set forth in the related Co-Lender Agreement, the related Outside
Serviced Loan Combination shall be serviced in accordance with the applicable provisions of the applicable Outside Servicing Agreement
as if such agreement was still in full force and effect with respect to the related Outside Serviced Loan Combination, until such
time as a new servicing agreement has been agreed to by the parties to the related Co-Lender Agreement in accordance with the provisions
of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result
in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding and any other
requirements applicable to the related Outside Serviced Trust Loan.


 


(i)           The parties hereto
acknowledge that each Outside Serviced Trust Loan is subject to the terms and conditions of the related Co-Lender Agreement. With
respect to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights and obligations of the related
Outside Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including with respect to the allocation of
collections and losses on or in


 






    	-157-



    	 



    

 


respect
of the related Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s) and the making of payments to the
related Outside Serviced Loan Combination Noteholders in accordance with the related Co-Lender Agreement and the applicable Outside
Servicing Agreement. The parties hereto further acknowledge that, pursuant to the related Co-Lender Agreement, each Outside Serviced
Trust Loan and the related Outside Serviced Companion Loan(s) are to be serviced and administered by the related Outside Servicer
and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and that payments allocated to each
Outside Serviced Trust Loan and the related Outside Serviced Companion Loans pursuant to the applicable Outside Servicing Agreement
and the related Co-Lender Agreement are to be made by related Outside Servicer. Although each Outside Serviced Trust Loan is not
serviced and administered hereunder, the Master Servicer and the Special Servicer hereunder for each such Outside Serviced Trust
Loan shall have certain duties as set forth herein and shall constitute the “Master Servicer” and “Special Servicer”
hereunder with respect to each such Outside Serviced Trust Loan.


 


If there are at any
time amounts due from the Trust, as holder of an Outside Serviced Trust Loan, to any party under the related Co-Lender Agreement
or the applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party
to the applicable Outside Servicing Agreement related to an Outside Serviced Trust Loan requests the Master Servicer, Special Servicer,
Trustee, Certificate Administrator or Custodian to consent to, or consult with respect to, a modification, waiver or amendment
of, or other loan-level action related to, such Outside Serviced Trust Loan (except a modification, waiver or amendment of the
applicable Outside Servicing Agreement or the related Co-Lender Agreement which shall not be subject to the operation of this sentence
but shall instead be subject to the operation of the fourth succeeding sentence), the party hereto that receives such request shall
(but in the case of the Master Servicer subject to the limitation that it shall only be required to deliver any such request to
the Special Servicer) promptly deliver a copy of such request to the Controlling Class Representative (if no Control Termination
Event has occurred and is continuing and such Outside Serviced Trust Loan is not an Excluded Mortgage Loan) or to the Special Servicer
(if a Control Termination Event has occurred and is continuing or such Outside Serviced Trust Loan is an Excluded Mortgage Loan),
and the Controlling Class Representative or the Special Servicer, as applicable, shall exercise such consent or consultation right;
provided, however, that, if such Outside Serviced Trust Loan were serviced hereunder and such action would not be
permitted without Rating Agency Confirmation, then the Controlling Class Representative or the Special Servicer, as applicable,
shall not exercise any right of consent without first having obtained such Rating Agency Confirmation (payable at the expense of
the party making such request for consent or approval if such requesting party is a Certificateholder or a party to this Agreement,
and otherwise from the Collection Account). If a Responsible Officer of the Trustee, Certificate Administrator or Custodian receives
actual notice of a termination event under the applicable Outside Servicing Agreement, then the Trustee, Certificate Administrator
or Custodian, as applicable, shall notify the Master Servicer (in writing), and the Master Servicer shall act in accordance with
the instructions of (prior to the occurrence of a Control Termination Event) the Controlling Class Representative in accordance
with the applicable Outside Servicing Agreement with respect to such termination event (provided that the Master Servicer shall
only be required to comply with such instructions if such instructions are in accordance with the applicable Outside Servicing
Agreement and not inconsistent with this Agreement); provided that, if such instructions are not


 






    	-158-



    	 



    

 


provided
within a reasonable time period (not to exceed ten (10) Business Days or such lesser response time as is afforded under the applicable
Outside Servicing Agreement) or if a Control Termination Event exists or if the Master Servicer is not permitted by the applicable
Outside Servicing Agreement to follow such instructions, then the Master Servicer shall take such action or inaction (to the extent
permitted by the applicable Outside Servicing Agreement), as directed in writing by the Holders of the Certificates evidencing
at least 25% of the aggregate of all Voting Rights (such direction to be sought and communicated to the Master Servicer by the
Certificate Administrator) within a reasonable period of time that does not exceed such response time as is afforded under the
applicable Outside Servicing Agreement. Subject to the foregoing, during the continuation of any termination event with respect
to the related Outside Servicer or Outside Special Servicer under the applicable Outside Servicing Agreement, each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall have the right (but not the obligation) to take
all actions to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Trust
(including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of
claim and debt in connection therewith). The reasonable costs and expenses incurred by the Master Servicer, Special Servicer,
the Certificate Administrator, or the Trustee in connection with such enforcement shall be paid by the Master Servicer out of
the Collection Account. If the Trustee receives a request (and, if the Master Servicer, Special Servicer or the Certificate Administrator
receives such request, such party shall promptly forward such request to the Trustee) from any party to the applicable Outside
Servicing Agreement for consent to or approval of a modification, waiver or amendment of the applicable Outside Servicing Agreement
and/or the related Co-Lender Agreement, or the adoption of any servicing agreement that is the successor to and/or in replacement
of the applicable Outside Servicing Agreement in effect as of the Closing Date or a change in servicer under the applicable Outside
Servicing Agreement, then the Trustee is hereby directed to, and the Trustee shall, grant such consent or approval if (a) the
Trustee shall have received a prior Rating Agency Confirmation from each Rating Agency (payable at the expense of the party making
such request for consent or approval to the Trustee, if a Certificateholder or a party to this Agreement, and otherwise from the
Collection Account) with respect to such consent or approval, and (b) unless a Control Termination Event has occurred and is continuing,
the Trustee shall have obtained the consent of the Controlling Class Representative. The Trustee, the Certificate Administrator,
the Special Servicer and the Master Servicer (each, a “Notifying Party”) shall each promptly forward all material
notices or other communications delivered to it in connection with the applicable Outside Servicing Agreement to each other Notifying
Party (unless a Notifying Party has actual knowledge that such other Notifying Party (i) was copied on such original notice or
communication or (ii) actually received such notice or communication), the Operating Advisor (if a Control Termination Event exists),
the Controlling Class Representative (if a Consultation Termination Event does not exist) and the Depositor and, if such notice
or communication is in the nature of a notice or communication that would be required to be delivered to the Rule 17g-5 Information
Provider (for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 11.13) if the related
Outside Serviced Trust Loan were a Mortgage Loan that is serviced and administered under this Agreement, to the Rule 17g-5 Information
Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section
11.13). Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections to
the Trustee, the Certificate Administrator, the Controlling Class Representative and the


 






    	-159-



    	 



    

 


Certificateholders with respect to any
Outside Serviced Trust Loan shall be dependent on its receipt of the corresponding information and collections from the related
Outside Servicer or the related Outside Special Servicer. Each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer shall reasonably cooperate with the Master Servicer, the Special Servicer or the Controlling Class Representative,
in each case as and when applicable, to facilitate the exercise by such party of any consent, approval or consultation rights
set forth in this Section 3.01; provided, however, the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer shall have no right or obligation to exercise any consent or consultation rights or obtain a Rating Agency
Confirmation on behalf of the Controlling Class Representative.


 


(j)           With
respect to each Outside Serviced Trust Loan, the parties to this Agreement agree as follows:


 


(i)           pursuant
to the applicable Outside Servicing Agreement, the related Outside Servicer is obligated to make “Servicing Advances”
or “Property Advances” and incur “Additional Trust Fund Expenses” (as each such term or any analogous term
is defined in the applicable Outside Servicing Agreement) with respect to such Outside Serviced Trust Loan; the Trust shall be
responsible for its pro rata share (such pro rata share and the pro rata share of the holder(s) of the related
Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Trust Loan
and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable Servicing Advance” or “Nonrecoverable
Property Advances” (and advance interest thereon) and any “Additional Trust Fund Expenses” (as each such term
or any analogous term is defined in the applicable Outside Servicing Agreement), but only to the extent that they relate to servicing
and administration of such Outside Serviced Trust Loan, including without limitation, any unpaid “Special Servicing Fees,”
“Liquidation Fees” and “Workout Fees” (as each such term or any analogous term is defined in the applicable
Outside Servicing Agreement) relating to such Outside Serviced Trust Loan; and in the event that the funds received with respect
to the related Outside Serviced Loan Combination are insufficient to cover “Servicing Advances,” “Property Advances”
or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing
Agreement) relating to the servicing and administration of the related Outside Serviced Loan Combination, (i) the Master Servicer
shall, promptly following notice from the related Outside Servicer, reimburse the related Outside Servicer, the related Outside
Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable (such reimbursement,
to the extent owed to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside
Trustee, may be paid by the Master Servicer to the related Outside Servicer, who shall pay such amounts to the related Outside
Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable), out of general
funds in the Collection Account for the Trust’s pro rata share (such pro rata share and the pro rata
share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances
of such Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing
Advance,” “Nonrecoverable Property Advances” and/or “Additional Trust Fund Expenses” (as each


 






    	-160-



    	 



    

 


such
term or any analogous term is defined in the applicable Outside Servicing Agreement), and (ii) if the applicable Outside Servicing
Agreement permits the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator
or the related Outside Trustee to reimburse itself from the related Outside Securitization Trust’s general account, then
the parties to this Agreement hereby acknowledge and agree that the related Outside Servicer, the related Outside Special Servicer,
the related Outside Certificate Administrator or the related Outside Trustee, as applicable, may do so and the Master Servicer
shall be required to, promptly following notice from the related Outside Servicer, reimburse the related Outside Securitization
Trust out of general funds in the Collection Account for the Trust’s pro rata share (such pro rata share and
the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective
principal balances of such Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable
Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional Trust Fund Expenses” (as
each such term or any analogous term is defined in the applicable Outside Servicing Agreement) relating to the servicing and administration
of such Outside Serviced Loan Combination;


 


(ii)          With
respect to each Outside Serviced Trust Loan, each of (i) (as and to the same extent the related Outside Securitization Trust is
required to indemnify each of the following parties in respect of other mortgage loans in the related Outside Securitization Trust
pursuant to the terms of the applicable Outside Servicing Agreement) the related Outside Servicer, the related Outside Special
Servicer, the related Outside Certificate Administrator, the related Outside Trustee, the related Outside Operating Advisor and
the related Outside Depositor (and any director, officer, employee or agent of any of the foregoing, to the extent such parties
are identified as “Indemnified Parties” in the applicable Outside Servicing Agreement in respect of other mortgages
included in related Outside Securitization Trust) and (ii) the related Outside Securitization Trust (such parties in clause (i)
and the related Outside Securitization Trust, collectively, the “Pari Passu Indemnified Parties”) shall be indemnified
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of such Outside Serviced Trust Loan and the related
Mortgaged Property (or, with respect to the related Outside Operating Advisor, incurred in connection with the provision of services
for such Outside Serviced Trust Loan) under the applicable Outside Servicing Agreement (collectively, the “Pari Passu
Indemnified Items”) to the extent of the Trust’s pro rata share (such pro rata share and the pro
rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal
balances of such Outside Serviced Trust Loan and the related Outside Serviced Companion Loan(s)) of such Pari Passu Indemnified
Items, and to the extent amounts on deposit in the “Serviced Loan Combination Collection Account”, “Serviced
Pari Passu Companion Loan Custodial Account” or “Whole Loan Custodial Account” (as each such term or any analogous
term is defined in the applicable Outside Servicing Agreement), as applicable, maintained pursuant to the applicable Outside Servicing
Agreement that are allocated to the Outside Serviced Trust Loan are insufficient for reimbursement of such amounts, such Indemnified
Party shall be entitled to be reimbursed by the Trust (including out of


 






    	-161-



    	 



    

 


general collections in the Collection Account) for the
Trust’s pro rata share of the insufficiency;


 


(iii)         To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement
for an Outside Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply with
those provisions as if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement and
any Outside Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, provided that in no event shall
the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with
the terms of any Outside Serviced Co-Lender Agreement, that would cause the Master Servicer or the Special Servicer, as the case
may be, to violate the Servicing Standard or REMIC Provisions; and


 


(iv)         each
Outside Servicer, each Outside Special Servicer and each Outside Securitization Trust shall be third party beneficiaries of this
Section 3.01(j).


 


(k)          To the extent
required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register for the
related Mortgage Loan in accordance with such Loan Documents.


 


(l)           In order to comply
with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including
those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l), “Applicable
Laws”), the Master Servicer may be required to obtain, verify and record certain information relating to individuals
and entities which maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto agrees to
provide to the Master Servicer, upon its reasonable request, from time to time such identifying information and documentation as
may be readily available to such party in order to enable the Master Servicer to comply with Applicable Laws; provided that the
Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party in connection therewith.


 


Section
3.02     Liability of the Master Servicer. Notwithstanding any Sub-Servicing
Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer and any
Person acting as Sub-Servicer (or its agents or subcontractors) or any reference to actions taken through any Person acting
as Sub-Servicer or otherwise, the Master Servicer shall remain obligated and primarily liable for the servicing and
administering of the Mortgage Loans (other than the Outside Serviced Trust Loans) and the Serviced Companion Loan in
accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its
agents or subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer alone were
servicing and administering the Mortgage Loans (other than the Outside Serviced Trust Loans) and the Serviced Companion Loan.
The Master Servicer shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the
Master Servicer by such Sub-Servicer, and nothing contained in this Agreement shall be deemed


 






    	-162-



    	 



    

 


to
limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.


 


Section
3.03     Collection of Certain Mortgage Loan Payments.


 


(a)          The
Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans),
as applicable, shall use commercially reasonable efforts in accordance with the Servicing Standard to collect all payments called
for under the terms and provisions of the Serviced Loans it is obligated to service hereunder (including Special Servicing Fees
(in the case of the Special Servicer only), Liquidation Fees (in the case of the Special Servicer only), Workout Fees and any other
fees payable to the Master Servicer or the Special Servicer if and to the extent the related Loan Documents require the
related Mortgagor to pay such fees), and shall follow the Servicing Standard with respect to such collection procedures; provided
that, with respect to any ARD Mortgage Loan, so long as the related Mortgagor is in compliance with each provision of the related
Loan Documents, the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure
of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity Date of
any ARD Mortgage Loan or until the outstanding principal balance of such ARD Mortgage Loan (exclusive of any portion representing
accrued Excess Interest) has been paid in full); provided, further, that, with respect to any ARD Mortgage Loan,
the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess
cash flow to principal in accordance with the terms of the Loan Documents. For clarification, no obligation of the Master Servicer
or the Special Servicer to use commercially reasonable efforts to collect fees from the related Mortgagor will change the obligation
of the Master Servicer to pay such fees from general collections or other proceeds in accordance with Section 3.06(a) and
Section 3.06A(a) of this Agreement, whether or not such Special Servicing Fees, Workout Fees or Liquidation Fees are collected
from or paid by the related Mortgagor. The Master Servicer, with respect to the Performing Serviced Loans, and the Special Servicer,
with respect to the Specially Serviced Loans, shall use its reasonable efforts to collect income statements, rent rolls and other
reporting information from Mortgagors (as required under the related Loan Documents). Consistent with the foregoing, the Master
Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans), as applicable,
may in its discretion waive any Penalty Charges in connection with any delinquent Monthly Payment with respect to any Mortgage
Loan (other than an Outside Serviced Trust Loan) or Serviced Companion Loan. In addition, the Master Servicer shall be entitled
to take such actions with respect to the collection of payments on the Mortgage Loans (other than the Outside Serviced Trust Loans)
and the Serviced Companion Loan as are permitted or required under Section 3.21 of this Agreement.


 


(b)          If there is any
ARD Mortgage Loan included in the Trust Fund, and if the Master Servicer receives Excess Interest directly from the related Mortgagor
or through the Special Servicer, which Excess Interest was collected during the Prepayment Period for any Distribution Date, or
receives notice from the related Mortgagor that the Master Servicer will be receiving Excess Interest during the Prepayment Period
for any Distribution Date, then the Master Servicer shall notify the Certificate Administrator no later than two Business Days
prior to such Distribution Date by means of a clearly labeled item in the CREFC® Loan Periodic Update File. None
of the Master Servicer, the Special Servicer, the Certificate Administrator or


 






    	-163-



    	 



    

 


the
Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest. The preceding statements
shall not, however, be construed to limit the provisions of Section 3.03(a) of this Agreement.


 


(c)          With respect to
each Outside Serviced Trust Loan, the Certificate Administrator shall deliver to the related Outside Trustee, the related Outside
Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and the related Outside Operating
Advisor (A) promptly following the Closing Date, written notice in the form of Exhibit FF attached hereto stating that,
as of the Closing Date, the Trustee is the holder of such Outside Serviced Trust Loan and directing each such recipient to remit
to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the
Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or
otherwise made available to, the holder of such Outside Serviced Trust Loan under the related Co-Lender Agreement and the applicable
Outside Servicing Agreement (which notice shall also provide contact information for the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and each party designated to exercise the rights of the “Non-Controlling Note Holder”
under the related Co-Lender Agreement), accompanied by a copy of an executed version of this Agreement, and (B) notice of any subsequent
change in the identity of the Master Servicer or any party designated to exercise the rights of the “Non-Controlling Note
Holder” under the related Co-Lender Agreement (together with the relevant contact information). The Master Servicer shall,
within one (1) Business Day of receipt of properly identified funds, deposit into the Collection Account all amounts received with
respect to each Outside Serviced Trust Loan, the Mortgaged Property related to each Outside Serviced Trust Loan or any related
REO Property; provided, however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on
any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts into the Collection
Account within one (1) Business Day of receipt of such amounts but, in any event, the Master Servicer shall deposit such amounts
into the Collection Account within two (2) Business Days of receipt of such amounts.


 


(d)          With respect to
each Outside Serviced Trust Loan, if the Master Servicer does not receive from the related Outside Servicer any Monthly Payment
or other amounts known by the Master Servicer to be owing on such Outside Serviced Trust Loan in accordance with the terms of the
applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall provide notice of
such failure to the related Outside Servicer and the related Outside Trustee.


 


Section
3.04     Collection of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)          With
respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect
to each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that are or
may become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From time
to time, to the extent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills for the
payment of such items (including renewal premiums), and (ii) effect payment of all such bills with respect to such


 






    	-164-



    	 



    

 


Mortgaged
Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed
under the terms of the related Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes aware in
accordance with the Servicing Standard that a Mortgagor (other than with respect to the Outside Serviced Trust Loan) has failed
to make any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to pay any such item
before the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Property
Advance unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable
Advance. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance with the Servicing
Standard elect (but is not required) to make (and in the case of a Specially Serviced Loan, at the direction of the Special Servicer
will be required to make) a payment from amounts on deposit in the Collection Account that would otherwise be a Property Advance
with respect to a Mortgage Loan (other than an Outside Serviced Trust Loan) notwithstanding that the Master Servicer or the Special
Servicer has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment
(x) would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would
cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan, or
(y) would remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the
payment is in the best interest of the Certificateholders and any related Serviced Companion Loan Holder(s) (as a collective whole
as if the Certificateholders and such Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan)). If the Special Servicer
makes such a determination, it shall notify the Master Servicer and the Master Servicer shall make such payment from the Collection
Account. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties
shall, for the purpose of calculating distributions to Certificateholders, be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loans so permit.


 


(b)          The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Loan Combination
constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one
or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited
within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into each applicable
Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b) of this
Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair of
any Mortgaged Property pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible Accounts (except to the extent
the related Mortgage Loan requires or permits it to be held in an account that is not an Eligible Account) and (subject to any
changes in the identities of the Master Servicer and/or the Trustee) shall be entitled, “Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee for the benefit
of the registered Holders of Citigroup Commercial Mortgage Securities Inc., Commercial


 






    	-165-



    	 



    

 


Mortgage
Pass-Through Certificates, Series 2015-GC35, the Serviced Companion Loan Holders, and Various Mortgagors.” Withdrawals from
an Escrow Account may be made by the Master Servicer only:


 


(i)           to
effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms of
the related Mortgage Loan or Serviced Loan Combination, as applicable;


 


(ii)          to
transfer funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master Servicer,
the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Loan Combination, as applicable,
which represent late collections of Escrow Payments thereunder;


 


(iii)         for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or Serviced
Loan Combination, as applicable, and the Servicing Standard;


 


(iv)         to
clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)          to
pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or Serviced Loan
Combination, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released to the related
Mortgagors pursuant to the related Loan Documents; and


 


(vi)         to
remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)          In the event any
Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves to prepay the
related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the Mortgage Loan,
then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit such discretion.


 


(d)          To the extent
that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced Loan,
or (ii) any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the
terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard (which determination
may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require a physical inspection
other than inspections described in Section 3.18 of this Agreement; provided that all deliveries required to be made
to Master Servicer under the related Loan Documents of supporting documentation have been made; then the Master Servicer shall
report the then current status as a failure) whether the related Mortgagor has failed to perform such obligations under the related
Mortgage


 






    	-166-



    	 



    

 


Loan
or Serviced Loan Combination as of the date required under the related Mortgage Loan or Serviced Loan Combination and report any
such failure to the Special Servicer, the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative within a reasonable time after the date as of which such actions or remediations
are required to be or to have been taken or completed.


 


Section
3.05     Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution
Account.


 


(a)          The
Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the
Trustee, for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection
Account shall be established and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other than the
Excess Interest) will be assets of the Lower Tier REMIC. As and when required under this Agreement, the Master Servicer shall transfer
to the Collection Account any amounts to be transferred thereto from a Loan Combination Custodial Account as contemplated by Section
3.06A(a)(i) of this Agreement, and the Master Servicer shall deposit in the Collection Account any amounts required to be deposited
therein pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with
respect to funds held in the Collection Account. In addition, the Master Servicer shall deposit or cause to be deposited in the
Collection Account, within one (1) Business Day following receipt of properly identified funds, (x) all Net Liquidation Proceeds
received on or with respect to a Mortgage Loan related to a Serviced Loan Combination in connection with any of the events described
in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement, and (y) without
duplication, the following payments and collections received or made by it on or with respect to the Mortgage Loans (other than
any Mortgage Loan related to a Serviced Loan Combination):


 


(i)           all
payments on account of principal on such Mortgage Loans, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on such Mortgage Loans (including Excess Interest);


 


(iii)         all
Yield Maintenance Charges on such Mortgage Loans;


 


(iv)         all
amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit in
the Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


 


(v)          all
Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)         any
amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses, (B) any
recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance with the related
Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;


 






    	-167-



    	 



    

 


(vii)        any
Loss of Value Payments, as set forth in Section 3.06(c) of this Agreement; and


 


(viii)       any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer or
Special Servicer, including pursuant to Section 2.03 and Section 3.03(c) of this Agreement;


 


provided,
however, that to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a)
are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts
to deposit such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event, the Master
Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof.


 


The foregoing requirements
for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and
defeasance fees need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable,
and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to
retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees and/or defeasance fees received with
respect to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or
the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees
and/or defeasance fees in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in
the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other
party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if
Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to which such other
party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges
or Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan
constitute servicing compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the Special
Servicer shall not deposit such fees into the Collection Account and shall instead apply such fees in accordance with Section
3.14(a)(iv) of this Agreement. In the event that the Master Servicer deposits in the Collection Account any amount not required
to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary
notwithstanding. The Master Servicer shall give written notice to the Certificate Administrator and the Special Servicer of the
location and account number of the Collection Account and shall notify the Certificate Administrator and the Special Servicer in
writing of any subsequent change thereof.


 


Upon receipt of any of
the amounts described in clauses (i) through (vi) and (viii) of the last sentence of the second preceding paragraph with respect
to a Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination), the Special Servicer shall promptly, but
in no event later than one (1) Business Day after receipt, remit such amounts to the Master Servicer for deposit into the Collection
Account in accordance with the second preceding


 






    	-168-



    	 



    

 


paragraph,
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because
of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an
REO Property that relates to any Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination) shall initially
be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the
applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the
Collection Account, all in accordance with Section 3.16 of this Agreement.


 


(b)          The
Certificate Administrator shall establish and maintain the Lower-Tier Distribution Account and the Upper-Tier Distribution Account
in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders. Each of the Distribution
Accounts shall be non-interest bearing and shall be established and maintained as Eligible Accounts or as sub-accounts of a single
Eligible Account. With respect to each Distribution Date, on or before such Distribution Date, the Certificate Administrator shall
be deemed to make or shall make the withdrawals from the Lower-Tier Distribution Account, as set forth in Section 4.01 of
this Agreement, shall be deemed to make the deposits into the Lower-Tier Distribution Account and the Upper-Tier Distribution Account,
as set forth in Section 4.01 hereof, and shall cause the amount of Available Funds (including P&I Advances) and Yield
Maintenance Charges to be distributed in respect of the Certificates, pursuant to Section 4.01 hereof on such date.


 


(c)          The Certificate
Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation Proceeds has occurred)
and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator on behalf of the Trustee
for the benefit of the Certificateholders. The Excess Liquidation Proceeds Reserve Account shall be non-interest bearing and shall
be maintained separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate
Administrator and other accounts of the Certificate Administrator.


 


Upon the disposition
of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation
Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator such amount for deposit in the
Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve Account on each Distribution
Date that exceed amounts reasonably anticipated to be required to offset possible future Realized Losses, as determined by the
Special Servicer, and all amounts held in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each
case after application in accordance with Section 4.01(d)(i) of this Agreement, shall be distributed to the Holders of the
Class R Certificates in respect of the Lower-Tier Residual Interest.


 


(d)          The
Certificate Administrator shall establish and maintain the Exchangeable Distribution Account in the name of the Certificate Administrator
on behalf of the


 






    	-169-



    	 



    

 


Trustee,
for the benefit of the Holders of the Exchangeable Certificates. The Exchangeable Distribution Account shall be non-interest bearing
and shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account. The Certificate
Administrator shall make or be deemed to have made deposits in and withdrawals from the Exchangeable Distribution Account in accordance
with Article IV of this Agreement.


 


(e)          Prior
to the Master Servicer Remittance Date immediately following the end of the first Prepayment Period during which Excess Interest
is received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b) of this
Agreement, the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name of the
Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates (if applicable).
The Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible Account
(or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw from the
Collection Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit in
the Excess Interest Distribution Account an amount equal to the Excess Interest received during the applicable Prepayment Period.
Notwithstanding the foregoing, there are no ARD Mortgage Loans included in the Trust Fund and, accordingly, no Excess Interest
is payable to the Trust, and any obligation to establish an Excess Interest Distribution Account shall be disregarded.


 


If there are any ARD
Mortgage Loans in the Trust Fund, then the Certificate Administrator shall, on any Distribution Date, make withdrawals from the
Excess Interest Distribution Account to the extent required to make the distributions of Excess Interest required by Section
4.01(m) of this Agreement.


 


If there are any ARD
Mortgage Loans in the Trust Fund, then following the distribution of Excess Interest to the Holders of the Excess Interest Certificates
on the first Distribution Date after which there are no longer any ARD Mortgage Loans outstanding, the Certificate Administrator
may terminate the Excess Interest Distribution Account.


 


(f)           Notwithstanding
anything to the contrary herein, each Distribution Account, the Exchangeable Distribution Account, the Excess Interest Distribution
Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be sub-accounts of a single Eligible
Account; provided that each of them shall be treated as a separate account for purposes of deposits and withdrawals under this
Agreement.


 


(g)          If
any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be, pursuant
to or as contemplated by Section 2.03(a) of this Agreement, the Special Servicer shall establish and maintain one or more
accounts (collectively, the “Loss of Value Reserve Fund”) to be held in trust for the benefit of the Certificateholders,
for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible
Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve
Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund shall be accounted for as an outside reserve fund
within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC. Furthermore, for all federal
tax purposes, the


 






    	-170-



    	 



    

 


Certificate
Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund (and any income earned thereon) through the Collection
Account to the Certificateholders (or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the Special
Servicer as additional compensation) as damages paid to and distributed by the Trust REMICs on account of a breach of a representation
or warranty by the related Mortgage Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through
the Collection Account to a Mortgage Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial
owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the related account
in the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section 3.05A.     Loan
Combination Custodial Account.


 


(a)          The Master Servicer
shall establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate accounts, which may
be sub-accounts of a single account (with respect to each Serviced Loan Combination, the “Loan Combination Custodial Account”)
in which the amounts described in clauses (i) through (viii) below shall be deposited and held in the name of the
Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related Serviced Companion Loan Holder,
as their interests may appear; provided that a Loan Combination Custodial Account may be a sub-account of the Collection
Account or another Loan Combination Custodial Account (but shall be deemed to be a separate account for purposes of applying the
terms of this Agreement). Each of the Loan Combination Custodial Accounts shall be an Eligible Account or a subaccount of an Eligible
Account. The Master Servicer shall deposit or cause to be deposited in each Loan Combination Custodial Account, within one Business
Day following receipt of properly identified funds (or, in the case of payments by the Master Servicer, when otherwise required
to be so deposited under this Agreement), the following payments and collections received or made by it on or with respect to the
related Serviced Loan Combination:


 


(i)           all
payments on account of principal on the related Serviced Loan Combination, including the principal component of Unscheduled Payments;


 


(ii)          all
payments on account of interest on the related Serviced Loan Combination;


 


(iii)         all
Yield Maintenance Charges on the related Serviced Loan Combination;


 


(iv)         any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on
Permitted Investments with respect to funds held in such Loan Combination Custodial Account;


 


(v)          all
amounts with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to such Loan
Combination Custodial Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the related
REO Account pursuant to Section 3.16(b) of this Agreement;


 


(vi)         all
Net Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Loan Combination
(other than


 






    	-171-



    	 



    

 


any Net Liquidation Proceeds received on or in respect of the related Mortgage Loan in connection with any of the events
described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement);


 


(vii)        any
amounts received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property Protection
Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent not permitted
to be retained by the Master Servicer as provided herein; and


 


(viii)       any
other amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account by the
Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances;


 


provided,
however, that, subject to the immediately following proviso, to the extent any such amounts are received after 2:00 p.m.
Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable efforts to deposit such amounts into
the related Loan Combination Custodial Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer
shall deposit such amounts into the related Loan Combination Custodial Account within two (2) Business Days of receipt thereof;
and provided, further, that, the immediately preceding proviso shall not apply to any such amounts received on the
Determination Date, and the Master Servicer shall deposit any such amounts received on the Determination Date into the related
Loan Combination Custodial Account within one (1) Business Day of receipt thereof.


 


(b)          The foregoing
requirements for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees and defeasance fees need not be deposited in such Loan Combination Custodial Account by the Master Servicer or
the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer,
as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees
and/or defeasance fees received with respect to the Serviced Loan Combinations in accordance with Section 3.12 of this Agreement;
provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption
Fees, assumption application fees and/or defeasance fees in excess of the percentage of such fees to which it is entitled pursuant
to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer),
then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such
fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable) the percentage
of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable.
The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer or the Special
Servicer, as applicable, with respect to any Serviced Loan Combination into the related Loan Combination Custodial Account and
shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance with Section
3.14 of this Agreement. In the event that the Master Servicer deposits in a Loan Combination Custodial Account any amount not
required to be deposited therein, it may at any time withdraw such


 






    	-172-



    	 



    

 


amount
from such Loan Combination Custodial Account, any provision herein to the contrary notwithstanding. The Master Servicer shall
give written notice to the Certificate Administrator, the related Serviced Companion Loan Holders and the Special Servicer of
the location and account number of each Loan Combination Custodial Account and shall notify the Certificate Administrator, the
related Serviced Companion Loan Holder and the Special Servicer in writing of any subsequent change thereof. Each Loan Combination
Custodial Account shall be maintained as a segregated account (or sub-account of such segregated account), separate and apart
from trust funds created for mortgage backed securities of other series and the other accounts of the Master Servicer.


 


(c)          Upon receipt of
any of the amounts described in clauses (i) through (viii) of Section 3.05A(a) with respect to a Serviced
Loan Combination, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts
to the Master Servicer for deposit into the Loan Combination Custodial Account in accordance with Section 3.05A(a), unless
the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because
of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special
Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement
or other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to
a Serviced Loan Combination shall initially be deposited by the Special Servicer into the related REO Account (or, at the option
of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer) and thereafter remitted to
the Master Servicer for deposit into the related Loan Combination Custodial Account, all in accordance with Section 3.17
of this Agreement.


 


Section
3.06     Permitted Withdrawals From the Collection Account.


 


(a)          The
Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting
an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance
with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)           to
remit to the Certificate Administrator for deposit in the Lower-Tier Distribution Account, the Interest Reserve Account, the Excess
Interest Distribution Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited in such
accounts pursuant to Sections 3.05(c), 3.05(e), 3.23, 4.01(a)(i) and Section 4.06(a) of this
Agreement, respectively;


 


(ii)          to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee, (A) for Advances made thereby with respect to Mortgage
Loans that are not part of a Serviced Loan Combination (other than Workout-Delayed Reimbursement Amounts) and any related Advance
Interest Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of any such
Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such Person pursuant to
this clause (ii)(A) being limited to late collections (including cure payments


 






    	-173-



    	 



    

 


by related Serviced Companion Loan Holders) of the
particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds, Net REO Proceeds, Net
Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which
such Advance was made, if applicable (provided that (x) prior to the time any Advance is reimbursed, Advance Interest Amounts
may be reimbursed solely from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and (y) at the time
any Advance (other than Workout Delayed Reimbursement Amounts) is reimbursed, Advance Interest Amounts on such reimbursed Advance
shall be payable first from Penalty Charges and Modification Fees collected on the related Mortgage Loan, and, to the extent such
Penalty Charges and Modification Fees are insufficient, then from general collections on deposit in the Collection Account), (B)
for Advances made thereby with respect to Mortgage Loans that are part of a Serviced Loan Combination and any related Advance Interest
Amounts (provided that the Trustee shall have priority with respect to such payment or reimbursement of any such Advances
and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any such person pursuant to this clause
(ii)(B) being limited to Net Liquidation Proceeds on or in respect of the particular Mortgage Loan or REO Property respecting which
such Advance was made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii),
(iv) and (vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant to Section 3.14
of this Agreement, for Advances and any related Advance Interest Amounts (or portion thereof) that have been deemed to be Nonrecoverable
Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced Loan Combination or REO Property
after a Final Recovery Determination to the extent not recovered from the related Loan Combination Custodial Account and Advance
Interest Amounts thereon, first, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
and second, to the extent the principal portion of general collections is insufficient and with respect to such excess only,
subject to any election in its sole discretion to defer reimbursement thereof pursuant to Section 3.27 of this Agreement,
out of other collections on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed Reimbursement Amounts and
Advance Interest Amounts thereon, first, out of the principal portion of the general collections on the Mortgage Loans and
REO Properties, net of such amounts being reimbursed pursuant to clause (C) above, and second, upon a determination by the
Master Servicer, the Special Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable
Advance, in the same manner as Nonrecoverable Advances may be reimbursed (provided that with respect to each Mortgage Loan
or REO Property that relates to a Serviced Loan Combination, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts
thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement and, if not reimbursed pursuant thereto,
shall be paid from the Collection Account as provided in this clause (ii)(D));


 


(iii)         to
pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this
Agreement) and to the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect to Mortgage
Loans (to the extent not


 






    	-174-



    	 



    

 


otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately
preceding Interest Accrual Period, and Special Servicing Compensation (if any) in respect of the immediately preceding Interest
Accrual Period or Collection Period, as applicable, to be paid, in the case of the Servicing Fee, from interest received on the
related Mortgage Loan, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b) of this Agreement
any interest or investment income earned on funds deposited in the Collection Account and, in the case of the Special Servicing
Fee, from general collections; provided, however, that in the case of any Mortgage Loan or REO Mortgage Loan
related to a Serviced Loan Combination, (A) Servicing Fees may be paid out of the Collection Account pursuant to this clause (iii)
only from the interest portion of Net Liquidation Proceeds on or in respect of such Mortgage Loan or REO Property, which Net Liquidation
Proceeds were received in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation
Event” and (B) Special Servicing Compensation shall first be paid out of the related Loan Combination Custodial Account pursuant
to Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection Account pursuant to this clause (iii) only if
and to the extent that such Special Servicing Compensation has not been paid out of the related Loan Combination Custodial Account
pursuant to Section 3.06A(a)(iii) of this Agreement;


 


(iv)         in
accordance with Section 2.03 of this Agreement, to reimburse the Trustee or the Special Servicer, out of general collections
on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Trust Loans) for any unreimbursed
expense reasonably incurred by the Trustee or the Special Servicer in connection with the enforcement of a Mortgage Loan Seller’s
obligations under Section 6(e) of the related Loan Purchase Agreement, together with interest thereon at the Advance Rate from
the time such expense was incurred to, but excluding, the date such expense was reimbursed, but only to the extent that such expenses
are not otherwise reimbursable;


 


(v)          to
pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust Fund
with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04(a) and 3.10(e) of this Agreement
and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this Agreement (provided
that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(iv)
of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed pursuant thereto, shall be paid
from the Collection Account as provided in this clause (v));


 


(vi)         to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor, CREFC® or the Depositor,
as applicable, for unpaid Additional Trust Fund Expenses (other than Advance Interest Amounts), unpaid Trustee/Certificate Administrator
Fees, unpaid Servicing Fees (but only if the related Mortgage Loan has been liquidated or a Final Recovery Determination has been
made with respect thereto), unpaid Special Servicing Compensation, unpaid


 






    	-175-



    	 



    

 


Operating Advisor Fees, unpaid Operating Advisor Consulting
Fees (but only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor), unpaid CREFC®
Intellectual Property Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant to the second sentence
of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, Section 3.12(c), Section
3.16(a), Section 3.29(k), Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b),
Section 8.05(d) or Section 11.07 of this Agreement, or any other provision of this Agreement pursuant to which such
Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable under
such Section, it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any such Section, including
the provisions of such Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment
or reimbursement (provided that with respect to each Mortgage Loan that is part of a Serviced Loan Combination, such expenses
shall first be reimbursed pursuant to Section 3.06A(a)(v) of this Agreement to the extent related to such Serviced Loan
Combination and, if not reimbursed pursuant thereto, shall be paid from the Collection Account as provided in this clause (vi),
and provided, further, that Special Servicing Compensation with respect to any Serviced Companion Loan (or a successor
REO Companion Loan) shall not be payable from the Collection Account pursuant to this clause (vi));


 


(vii)        to
transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount reasonably
determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on either
Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)       to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as are
contemplated by Section 3.14 of this Agreement;


 


(ix)          to
make such payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred to the
Collection Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of the Agreement;


 


(x)          to
withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(xi)         to
clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If and to the extent
that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph
above for any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Loan Combination
that represents the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity, fee, or Property
Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan),
the Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with


 






    	-176-



    	 



    

 


respect
to Specially Serviced Loans) shall use efforts consistent with the Servicing Standard to collect such amounts out of collections
on such Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced
Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust
Reimbursement Amount No.1”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection
Account.


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the parties to, and/or the securitization trust created under, the applicable Outside Servicing
Agreement by the holder of each Outside Serviced Trust Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence
of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Collection Account pursuant to subclauses (i)-(ix) of the second preceding paragraph.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee and the Certificate Administrator, as applicable, from the applicable Collection Account, amounts permitted to be paid
thereto from such account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the
Operating Advisor or a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, describing the
item and amount to which the Special Servicer (or such third party contractor), the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee
or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement
is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty to recalculate
the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and maintain a separate accounting
for the purpose of justifying any request for withdrawal from each Collection Account, on a loan-by-loan basis.


 


With respect to each
Outside Serviced Trust Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i), the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
therefrom based upon an Officer’s Certificate received from the related Outside Servicer, the related Outside Special Servicer,
the related Outside Certificate Administrator or the related Outside Trustee, as applicable, on the first Business Day following
the immediately preceding Determination Date, describing the item and amount to which the related Outside Servicer, the related
Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable, is entitled.
The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein.


 






    	-177-



    	 



    

 


The Trustee, the Certificate
Administrator, the Operating Advisor, the Depositor, CREFC®, the Special Servicer and the Master Servicer shall
in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for
the reimbursement or payment of the Servicing Fees (including investment income), Trustee/Certificate Administrator Fees, Special
Servicing Compensation, Advances, Advance Interest Amounts, Operating Advisor Fees, Operating Advisor Consulting Fees (but only
to the extent such Operating Advisor Consulting Fees are actually received from the related Mortgagor(s)), CREFC®
Intellectual Property Royalty License Fees and (for each of such Persons other than CREFC®) their respective expenses
hereunder (including without limitation Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses
are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement (and to have such amounts
paid directly to third party contractors for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer,
as applicable).


 


(b)          The Certificate
Administrator shall, upon receipt, deposit in each of the Lower-Tier Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts received by the Certificate
Administrator in accordance with Section 3.06(a)(i) of this Agreement and required to be deposited therein. If, as of 3:00
p.m., New York City time, on any Master Servicer Remittance Date or on such other date as any amount referred to in the preceding
sentence is required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator for
deposit in the Lower-Tier Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account and the
Excess Liquidation Proceeds Reserve Account the amounts required to be deposited therein pursuant to the provisions of this Agreement
(including, without limitation, Section 3.06(a)(i) of this Agreement), then the Certificate Administrator shall, to the
extent that a Responsible Officer of the Certificate Administrator has such knowledge, provide notice of such failure to the Master
Servicer by facsimile transmission sent to telecopy number (913) 253-9001 (or such alternative number provided by the Master Servicer
to the Certificate Administrator in writing) and by electronic mail at NoticeAdmin@midlandls.com (or such alternative email
address provided by the Master Servicer to the Certificate Administrator in writing) as soon as possible, but in any event before
5:00 p.m., New York City time, on such day; provided, however, that the Master Servicer will pay the Certificate
Administrator interest on such late payment at the Prime Rate until such late payment is received by the Certificate Administrator.


 


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


 


(i)           to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement,
for any Nonrecoverable Advance


 






    	-178-



    	 



    

 


made by such party with respect to such Mortgage Loan or any related REO Property (together with
any related Advance Interest Amounts);


 


(ii)          to
pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of Value Payments,
would constitute an Additional Trust Fund Expense, and to pay, in accordance with Section 3.06(a) of this Agreement, any
unpaid Liquidation Fee due and owing to the Special Servicer with respect to such Mortgage Loan or any related REO Property;


 


(iii)         to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property (as calculated without
regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor
REO Mortgage Loan;


 


(iv)         following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
above as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or REO Mortgage Loan; and


 


(v)          on
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv) above, to each
Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable
to such Mortgage Loan or related REO Property, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred with respect
to the Mortgage Loan related to such contribution.


 


Any Loss of Value Payments
transferred to the Collection Account pursuant to clauses (i) - (iii) of the prior paragraph shall be treated as Liquidation
Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Mortgage Loan with respect thereto
for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account pursuant
to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage
Loan or REO Mortgage Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item
contemplated by clauses (i)-(iii) of the prior paragraph.


 


Section 3.06A.     Permitted
Withdrawals From the Loan Combination Custodial Account.


 


(a)          The Master Servicer
may make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination only as described below (the
order set forth below not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges
and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 






    	-179-



    	 



    

 


(i)           (A)
after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in
each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO
Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), to
transfer to the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the Trust pursuant
to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any
applicable Trust Reimbursement Amount, and (B) on or prior to the Business Day immediately following the Determination Date in
each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO
Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month), to remit to the related Serviced Companion Loan Holder all amounts on deposit in the Loan Combination
Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the
related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount;


 


(ii)          to
pay or reimburse the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to such Serviced
Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment
or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse
any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related Serviced Companion
Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation Proceeds,
Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan Combination
or any related REO Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement Amount (but not
a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest Amounts shall
be reimbursed or paid, as the case may be, out of payments or other collections of interest (other than Penalty Charges) or Yield
Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related Serviced
Companion Loan (or any successor REO Companion Loan); and provided, further, that if such Advance is a P&I Advance with respect
to the related Mortgage Loan (or a successor REO Mortgage Loan), then neither such Advance nor any related Advance Interest Amounts
shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the
related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan),
except that in the case of a Serviced AB Loan Combination, reimbursements or payments, as the case may be, of Advances or any related
Advance Interest Amounts shall be made taking into account the subordinate nature of the related Subordinate Companion Loan to
the extent set forth in, and in accordance with, the related Co-Lender Agreement;


 






    	-180-



    	 



    

 


(iii)         to
pay on or before each Master Servicer Remittance Date (A) to the Master Servicer as compensation, the aggregate unpaid Servicing
Fee with respect to such Serviced Loan Combination (to the extent not otherwise required to be applied against Prepayment Interest
Shortfalls) in respect of the immediately preceding Interest Accrual Period, to be paid from interest received on the related Mortgage
Loan or Serviced Companion Loan, as applicable, and to pay from time to time to the Master Servicer in accordance with Section
3.07(b) any interest or investment income earned on funds deposited in such Loan Combination Custodial Account and (B) to the
Special Servicer as compensation, any Special Servicing Compensation payable with respect to such Serviced Loan Combination; provided,
however, that no Servicing Fees or Special Servicing Compensation earned with respect to the related Mortgage Loan (or a successor
REO Mortgage Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced
Companion Loan Holder with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) (provided that,
in the case of a Serviced AB Loan Combination, such payments shall be made taking into account the subordinate nature of the related
Subordinate Companion Loan to the extent set forth in, and in accordance with, the related Co-Lender Agreement), and no Servicing
Fees or Special Servicing Compensation earned with respect to the related Serviced Companion Loan (or any successor REO Companion
Loan) shall be payable out of, or otherwise result in a reduction of, amounts otherwise payable to the Trust with respect to the
related Mortgage Loan (or a successor REO Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way intended
to limit the rights of the Master Servicer or Special Servicer under the related Co-Lender Agreement to seek payment of any unpaid
Servicing Fees or Special Servicing Compensation, as applicable, with respect to any Serviced Companion Loan from the related Serviced
Companion Loan Holder);


 


(iv)         to
pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related REO Property
pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)          to
the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer or the Depositor, as applicable, for unpaid
Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by or owing to such Person pursuant to the second
sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b), Section 3.10, the second sentence of
Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a), Section 6.03, Section 7.04,
the last sentence of Section 8.05(a), Section 8.05(b), Section 8.05(d) or Section 11.07, or any other
provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each
case only to the extent expressly reimbursable under such Section and to the extent related to such Serviced Loan Combination and
not related to amounts which are solely expenses of the Trust Fund (such as expenses related to administration of the Trust Fund
or REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC), it being acknowledged that this
clause (v) shall not be deemed to modify the substance of any


 






    	-181-



    	 



    

 


such Section, including the provisions of such Section that set forth
the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement; provided, however, that no
payment or reimbursement to the Operating Advisor, the Trustee or the Certificate Administrator or payment or reimbursement of
costs and expenses associated with obtaining a Rating Agency Confirmation, shall be made out of, or otherwise result in a reduction
of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced Companion Loan
(or successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such payments or reimbursements
shall be made taking into account the subordinate nature of the related Subordinate Companion Loan to the extent set forth in,
and in accordance with, the related Co-Lender Agreement), and no payment or reimbursement of costs and expenses associated with
obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise result in a reduction of, amounts otherwise
payable to the Trust with respect to the related Mortgage Loan (or any successor REO Mortgage Loan);


 


(vi)         to
make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination Custodial
Account as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;


 


(vii)        to
withdraw any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;


 


(viii)       if
the related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization
Trust, to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling
and Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced
Companion Loan (or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest,
shall be made solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or


 


(ix)         to
clear and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis, for the
purpose of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i) - (ix) above. If and
to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the
prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with respect to
a Serviced Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan) to an extent
that the Trust has borne some or all of the related Serviced Companion Loan’s allocable share of such cost, expense, indemnity,
or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion
Loan to the extent set forth in, and in accordance with, the related Co-Lender Agreement), the Master Servicer shall use efforts
consistent with the Servicing Standard to collect such amounts disproportionately borne by the Trust out of


 






    	-182-



    	 



    

 


collections
on such Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced
Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust
Reimbursement Amount No.2” and, together with Trust Reimbursement Amount No.1, the “Trust Reimbursement Amount”)
collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable,
from the applicable Loan Combination Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt
of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer of the
Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement,
as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating
Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement, as
the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated
therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose
of justifying any request for withdrawal from each Loan Combination Custodial Account, on a loan-by-loan basis.


 


The Trustee, the Depositor,
the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right
prior to the Certificateholders to any funds on deposit in a Loan Combination Custodial Account from time to time for the reimbursement
or payment of the Servicing Fees (including investment income), or Special Servicing Compensation, Advances, Advance Interest Amounts
and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity amounts and expenses are to be
reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account pursuant to this Agreement and the related
Co-Lender Agreement (and to have such amounts paid directly to third party contractors for any invoices approved by the Trustee,
the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable); provided, however,
for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees nor the Operating Advisor Fee shall be paid from
funds on deposit in a Loan Combination Custodial Account.


 


After the Determination
Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and
also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the
applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date
in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master
Servicer shall remit for deposit in the Collection Account all amounts on deposit in a Loan Combination Custodial Account payable
to the Trust pursuant to the related Co-Lender


 






    	-183-



    	 



    

 


Agreement
with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including any applicable Trust Reimbursement Amount;
and on the Business Day immediately following the Determination Date in each calendar month (and also on the Business Day immediately
following the receipt of any funds from the REO Account for any REO Property related to the applicable Serviced Loan Combination,
if such funds are received after the Determination Date and before the Distribution Date in any calendar month), the Master Servicer
shall remit to the related Serviced Companion Loan Holder all amounts on deposit in a Loan Combination Custodial Account payable
to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Serviced Companion
Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount, in each case, prior to the
required remittance from the Collection Account to the Certificate Administrator for deposit into the Lower-Tier Distribution
Account on such Master Servicer Remittance Date.


 


Section
3.07     Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


 


(a)          The
Master Servicer, or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct
any depository institution maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account (subject
to the second succeeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Loan
Combination Custodial Account, any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this
Section 3.07, an “Investment Account”), to invest the funds in such Investment Account in one or more
Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the
Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this
Agreement. Any direction by the Master Servicer or the Special Servicer to invest funds on deposit in an Investment Account shall
be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required
hereby or is payable on demand. In the case of any Reserve Account, Escrow Account or Lock-Box Account (the “Mortgagor
Accounts”), the Master Servicer shall act upon the written request of the related Mortgagor or Manager to the extent
the Master Servicer is required to do so under the terms of the respective Mortgage Loan (or Serviced Loan Combination) or related
documents, provided that in the absence of appropriate written instructions from the related Mortgagor or Manager meeting
the requirements of this Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct
the investment of funds in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Certificate Administrator
(on behalf of the Trustee for the benefit of the Certificateholders) or in the name of a nominee of the Certificate Administrator.
The Certificate Administrator shall have sole control (except with respect to investment direction which shall be in the control
of the Master Servicer (or the Special Servicer, with respect to any REO Accounts and any Loss of Value Reserve Fund) as an independent
contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment
shall be delivered directly to the Certificate Administrator or its agent (which shall initially be the Master Servicer), together
with any document of transfer, if any, necessary to transfer title to such investment to the Certificate


 






    	-184-



    	 



    

 


Administrator
or its nominee. The Certificate Administrator shall have no responsibility or liability with respect to the investment directions
of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment direction
of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.
The Special Servicer shall have no responsibility or liability with respect to the investment direction of the Master Servicer,
any Mortgagor or any property manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the
event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master
Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund), shall: (x) consistent with
any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may
otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required
to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master Servicer
(or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund) that such Permitted Investment would
not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. Amounts on
deposit in each Distribution Account, the Exchangeable Distribution Account, the Excess Interest Distribution Account, the Excess
Liquidation Proceeds Reserve Account and the Interest Reserve Account (each, a “Certificate Administrator Account”)
shall remain uninvested.


 


(b)          All income and
gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer, except
with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under the Mortgage Loan (or
Serviced Loan Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any REO Account and any Loss
of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection Account, a Loan Combination
Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special Servicer, as applicable,
in accordance with Section 3.06, Section 3.06A or Section 3.16(b) of this Agreement, as applicable. The Master
Servicer (or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer) shall deposit from its own
funds into any applicable Investment Account, the amount of any loss incurred in respect of any such Permitted Investment immediately
upon realization of such loss (except with respect to losses incurred as a result of the related Mortgagor or Manager exercising
its power under the related Loan Documents to direct such investment in such Mortgagor Account); provided, however,
that the Master Servicer or Special Servicer, as applicable, may reduce the amount of such payment to the extent it forgoes any
investment income in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds
in any Mortgagor Account the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts
are invested for the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced Loan Combination) or applicable
law. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer (in their respective capacities as Master
Servicer and Special Servicer, respectively) shall be required to deposit any loss on an investment of funds in an Investment Account
if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust


 






    	-185-



    	 



    

 


company
that holds such Investment Account, so long as such depository institution or trust company is not the Person or an Affiliate
of the Person maintaining such account hereunder and satisfied the qualifications set forth in the definition of Eligible Account
both (1) at the time such investment was made and (2) as of the date that is 30 days prior to the insolvency.


 


(c)          Except as otherwise
expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if
a default occurs in any other performance required under any Permitted Investment, the Trustee may, and upon the request of Holders
of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take such action as may be appropriate
to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the
Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements
and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does not take any such action,
the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


 


Section
3.08     Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)          The
Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard to cause
the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Trust Loan) and
each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance
Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning
Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent available
at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended coverage
on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%) of the then
“full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation costs), without
deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan and the related Serviced
Companion Loan or such greater amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance
provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided such policy shall include a
“replacement cost” rider, (ii) insurance providing coverage against 18 months (or such longer period or with such extended
period endorsement as provided in the related Mortgage or other Loan Document) of rent interruptions and (iii) such other insurance
as is required in the related Mortgage Loan and the related Serviced Companion Loan. Subject to Section 3.16 of this Agreement,
the Special Servicer in accordance with the Servicing Standard and to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), shall cause to be maintained for each REO Property
(other than an REO Property related to an Outside Serviced Trust Loan) no less insurance coverage than was previously required
of the Mortgagor under the related Loan Documents (except to the extent that the failure to maintain such insurance coverage is
an Acceptable Insurance Default); provided that to the extent the Loan Documents require the related Mortgagor to maintain
insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”,


 






    	-186-



    	 



    

 


the
Master Servicer may, without a Rating Agency Confirmation or the approval of the Special Servicer, to the extent consistent with
the Servicing Standard, permit the related Mortgagor to maintain insurance with an insurer that does not meet the requirements
of the Loan Documents so long as the related Mortgagor maintains insurance with an insurer rated at least as indicated in the
definition of “Qualified Insurer”. All insurance for an REO Property shall be from a Qualified Insurer, if available
from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest
available rating who is offering such insurance at commercially reasonable rates. Any amounts collected by the Master Servicer
or the Special Servicer under any such policies (other than amounts required to be applied to the restoration or repair of the
related Mortgaged Property or amounts to be released to the Mortgagor in accordance with the terms of the related Loan Documents)
shall be deposited into the Collection Account pursuant to Section 3.05 of this Agreement or the Loan Combination Custodial
Account pursuant to Section 3.05A of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05,
Section 3.05A, Section 3.06 or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer
or the Special Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so
permit. It is understood and agreed that no other additional insurance other than flood insurance or earthquake insurance subject
to the conditions set forth below is to be required of any Mortgagor or to be maintained by the Master Servicer other than pursuant
to the terms of the related Loan Documents and pursuant to such applicable laws and regulations as shall at any time be in force
and as shall require such additional insurance. If the related Mortgaged Property (other than an REO Property and other than with
respect to an Outside Serviced Trust Loan) is located in a federally designated special flood hazard area, the Master Servicer
will use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, to the extent required by
each Serviced Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions of this
Agreement concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall be in
an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Serviced Companion
Loan and (ii) the maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced Loan Combination
and as is available for the related property under the national flood insurance program (assuming that the area in which such
property is located is participating in such program). If a Mortgaged Property (other than an REO Property) is related to a Serviced
Loan pursuant to which earthquake insurance is required to be maintained pursuant to the terms of the Mortgage Loan or Serviced
Loan Combination, the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor
to maintain, and if the related Mortgagor does not so maintain will itself obtain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances and for so long as such insurance continues to be available at commercially reasonable rates)
and maintain earthquake insurance in respect thereof, in the amount required by the Mortgage Loan or Serviced Loan Combination
or, if not specified, in-place at origination. If an REO Property (other than an REO Property related to the Outside Serviced
Trust Loan) (i) is located in a federally designated special flood hazard area or (ii) is related to a Serviced Loan with respect
to which earthquake insurance would be appropriate in accordance with the Servicing Standard and such insurance is available at
commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement


 






    	-187-



    	 



    

 


concerning Nonrecoverable
Advances) and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage as described
in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or Special Servicer in maintaining insurance
policies pursuant to this Section 3.08 shall be advanced by the Master Servicer as a Property Advance and shall be reimbursable
to the Master Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer, with respect to REO Properties)
agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders and the Serviced Companion Loan Holders,
claims under each related insurance policy maintained by it pursuant to this Section 3.08(a) in a timely fashion in accordance
with the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder.
All insurance policies required to be maintained by the Master Servicer or Special Servicer hereunder shall name the Trustee or
the Master Servicer or the Special Servicer, on behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by
Qualified Insurers, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider
that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Notwithstanding
the foregoing: (A) the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any
Mortgaged Property and the Special Servicer shall not be required to maintain any earthquake or environmental insurance policy
on any REO Property, in each case unless such insurance is required to be maintained under the related Loan Documents and is available
at commercially reasonable rates; provided, however, that neither the Master Servicer nor the Special Servicer shall
have any obligation to maintain such earthquake or environmental insurance policy required under the related Loan Documents if
the originator of the Serviced Mortgage Loan or Serviced Loan Combination waived compliance with such insurance requirements (and
if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake or environmental
insurance policy on any Mortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s
expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property
so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master Servicer’s obligation
to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts
consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained or that the
lender is entitled to reasonably require, subject to applicable law, under the related Loan Documents; and (C) in making determinations
as to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or the Special Servicer,
as applicable, shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its own expense, on insurance
consultants in making such determination and any such determinations by the Master Servicer or the Special Servicer, as applicable,
need not be made more frequently than annually but in any event shall be made at the approximate date on which the Master Servicer
or the Special Servicer, as applicable, receives notice of the renewal, replacement or cancellation of coverage.


 


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be
in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any
carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing
Standard that the failure to maintain such insurance


 






    	-188-



    	 



    

 


is
an Acceptable Insurance Default; provided that, during the period that the Special Servicer is evaluating such insurance
hereunder, the Master Servicer shall not be liable for any loss related to its failure to require the Mortgagor to maintain terrorism
insurance and shall not be in default of its obligations hereunder as a result of such failure. The Special Servicer shall promptly
notify the Master Servicer of each determination under this paragraph.


 


(b)          (i)
If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and
hazard losses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the
Outside Serviced Trust Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage Loan
or, if applicable, related Serviced Loan Combination (other than any Mortgagor that is required under the related Loan Documents
to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer” that
maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”) or the Special
Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the REO Properties
(other than REO Properties acquired in respect of the Outside Serviced Trust Loan), as required under this Agreement, as the case
may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its
respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a) of this Agreement.
Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not
have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions of Section 3.08(a)
of this Agreement, and (ii) there shall have been one or more losses which would have been covered by such a policy had it been
maintained, immediately deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account from
its own funds the amount not otherwise payable under the blanket policy because of such deductible clause to the extent that any
such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or Serviced Loan Combination or,
in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard. In
connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable, the Master Servicer and the
Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee and Certificateholder and any related
Serviced Companion Loan Holder, claims under any such blanket policy which it maintains in a timely fashion in accordance with
the terms of such policy and to take such reasonable steps as are necessary to receive payment or permit recovery thereunder.


 


(ii)          If
the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures
an Outside Serviced Trust Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect
of an Outside Serviced Trust Loan) to be covered by a master force placed insurance policy and such policy shall be issued by a
Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance
required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or Special Servicer, as
the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain insurance pursuant to Section
3.08(a) of this Agreement. Such policy may contain a deductible


 






    	-189-



    	 



    

 


clause, in which case the Master Servicer or the Special Servicer,
as applicable, shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property or REO Property
a policy otherwise complying with the provisions of Section 3.08(a), and (ii) there shall have been one or more losses which
would have been covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable,
related Loan Combination Custodial Account from its own funds the amount not otherwise payable under such policy because of such
deductible to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan
and/or related Serviced Companion Loan(s) related thereto, or, in the absence of any such deductible limitation, the deductible
limitation which is consistent with the Servicing Standard.


 


(iii)         In
either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered
by such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property
or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property
or REO Property is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket costs incurred in
accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the Master
Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)          The Master Servicer
and the Special Servicer shall each maintain a fidelity bond in such form as is consistent with the Servicing Standard and in such
amounts that are consistent with the Servicing Standard. The Master Servicer and the Special Servicer each shall be deemed to have
complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity
bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as applicable. In addition, the
Master Servicer and the Special Servicer shall each keep in force during the term of this Agreement a policy or policies of insurance
covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations to service
the Mortgage Loans and any Serviced Companion Loans hereunder in such form as is consistent with the Servicing Standard and in
such amounts as are consistent with the Servicing Standard. Notwithstanding the foregoing, so long as the long-term unsecured debt
rating or deposit account rating of the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent)
is not in any event less than “A3” as rated by Moody’s and “A-” as rated by Fitch, the Master Servicer
or the Special Servicer may self-insure for the fidelity bond and errors and omissions coverage otherwise required above. The Master
Servicer shall cause each and every Sub-Servicer it has engaged to maintain or cause to be maintained by an agent or contractor
servicing any Mortgage Loan or Serviced Loan Combination on behalf of such Sub-Servicer, a fidelity bond and an errors and omissions
insurance policy which satisfy the requirements for the fidelity bond and the errors and omissions policy to be maintained by the
Master Servicer to comply with the foregoing. All fidelity bonds and policies of errors and omissions insurance obtained under
this Section 3.08(c) shall be issued by a Qualified Insurer.


 






    	-190-



    	 



    

 


Section
3.09     Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)          Upon
receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision, except in the case of
an Outside Serviced Trust Loan, (i) the Master Servicer shall, with respect to Performing Serviced Loans, (A) promptly review and
analyze such request, including the preparation of written materials in connection with such analysis and (B) if the Master Servicer
determines that approval of such request is favorable, promptly provide a copy of such request and its written recommendation and
analysis to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer may
reasonably request in order to withhold or grant its consent, and in all cases, the Special Servicer shall be entitled to approve
or disapprove such request, and (ii) the Special Servicer shall, with respect to Specially Serviced Loans, promptly review and
analyze such request, including the preparation of written materials in connection with such analysis. If following its receipt
of a request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision and the review, analysis and/or
recommendation, as applicable, set forth in the first sentence of this Section 3.09, the Special Servicer or the Master
Servicer (subject to the Special Servicer’s consent), as applicable, has determined, consistent with the Servicing Standard,
that the waiver or consent in respect of such due-on-sale or due-on-encumbrance provision would be in accordance with the Servicing
Standard, then the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, shall process and close the related transaction, subject to the consultation and/or consent rights
(if any) of the related Directing Holder or the consultation rights of any related Serviced Pari Passu Companion
Loan Holder (or its Companion Loan Holder Representative) as provided in this Section 3.09(a) and as otherwise provided
in the related Co-Lender Agreement and this Agreement, and subject to Sections 3.09(b), 3.21, 3.24, 3.25
and Section 3.28; provided, however, that neither the Master Servicer nor the Special Servicer shall enter into any such
agreement to the extent that any terms thereof would result in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions
or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding or
(ii) create any lien on a Mortgaged Property that is senior to, or on parity with, the lien of the related Mortgage. (A) With respect
to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent) and (B) with respect to Specially
Serviced Loans, the Special Servicer, each in a manner consistent with the Servicing Standard and each on behalf of the Trustee
as the mortgagee of record, shall, to the extent permitted by applicable law, enforce the restrictions contained in the related
Loan Documents on transfers or further encumbrances of the related Mortgaged Property and on transfers or further encumbrances
of interests in the related Mortgagor, unless following its receipt of a request of a waiver or consent in respect of a due-on-sale
or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed
given if not denied within 15 Business Days (or such other time as required by the related Co-Lender Agreement, but in no event
less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related Companion Loan
Holder) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation and analysis of the
Master Servicer for such action and any additional information reasonably available to the Master Servicer that the Special Servicer
may reasonably request for the analysis of such request,


 






    	-191-



    	 



    

 


which recommendation and information may be delivered in an electronic
format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer, as applicable, has determined,
consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent would be in accordance with
the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required
in the preceding sentence) or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a
due-on-sale or due-on-encumbrance provision, the Master Servicer or the Special Servicer, as applicable, shall deliver to the Trustee,
the Certificate Administrator, each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate
setting forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s
Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to
an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there is no
material waiver of any conditions or any other provisions of the related Loan Documents with respect thereto. With respect to all
Serviced Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to a proposed action
of the Master Servicer pursuant to this Section 3.09 that constitutes a Major Decision, and prior to itself taking such
an action, obtain the written consent of the related Outside Controlling Note Holder (to the extent set forth in the related Co-Lender
Agreement if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative (if any other
Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination Event does not exist), as
applicable, which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to) by such related
Directing Holder of the written recommendation of the Master Servicer or the Special Servicer, as applicable, for such action and
any additional information the related Directing Holder may reasonably request for the analysis of such request, which recommendation
and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder and the Master Servicer
or the Special Servicer, as applicable. In addition, neither the Master Servicer nor the Special Servicer, as applicable, may waive
the rights of the lender or grant its consent under any “due-on-encumbrance” provision unless (1) the Master Servicer
or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section
3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to such action or (2) the related Serviced
Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 2% of the aggregate
principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $20,000,000,
(C) has a Loan-to-Value Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage
Ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the
Serviced Mortgage Loan or related Serviced Loan Combination, as applicable, and the principal amount of the proposed additional
lien) and (E) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan)
in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced
Mortgage Loan has a principal balance less than $10,000,000). Further, neither the Master Servicer nor the Special Servicer, as
applicable, may waive the rights of the lender or grant its consent under any “due-on-sale” provision unless the Master
Servicer or the Special


 






    	-192-



    	 



    

 


Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this
Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with respect to such action unless the
related Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) (A) represents less
than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or
less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single
Mortgage Loan) in the Mortgage Pool based on principal balance (although no such Rating Agency Confirmation will be required if
such Serviced Mortgage Loan has a principal balance less than $10,000,000). For the purposes of this Agreement, due-on-sale provisions
shall include, without limitation, sale or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge
or hypothecation of direct or indirect interests in any Mortgagor or its owner, to the extent prohibited under the related Loan
Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor
or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners, to the extent prohibited
under the related Loan Documents.


 


The Master Servicer or
the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section
3.09(a)), shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer,
as applicable, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event),
the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event), the Rule 17g-5 Information
Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement)
and, with respect to a Serviced Loan Combination, the related Serviced Companion Loan Holder, of any assumption or substitution
agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement, and shall also deliver
an original to the Trustee or the Custodian of the recorded agreement relating to such assumption or substitution within 15 Business
Days following the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer or the
Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph
of this Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to the Rule
17g-5 Information Provider’s Website in accordance with Section 11.13 of this Agreement.


 


Further, subject to the
terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case,
if it is the party processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to ensure that
all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation, are
paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any rating
agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional
Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 






    	-193-



    	 



    

 


To the extent not prohibited
by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related
Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that any such
fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this Agreement.


 


(b)          Nothing in this
Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any
assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other
encumbrance with respect to such Mortgaged Property.


 


(c)          In connection
with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section
3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan or Serviced Companion
Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


 


(d)          With respect to
any Mortgage Loan (other than the Outside Serviced Trust Loans) or Serviced Loan Combination which permits release of Mortgaged
Properties through defeasance, and to the extent consistent with the terms of the related Loan Documents:


 


(i)           In
the event such Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the Trustee purchase the
required “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any
other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer, an accommodation Mortgagor
pursuant to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense (to the extent consistent with the related
Loan Documents), purchase or cause the purchase of such obligations in accordance with the terms of such Mortgage Loan or Serviced
Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold
the same on behalf of the Trust Fund and, if applicable, the related Serviced Companion Loan Holder; provided that, subject
to the related Loan Documents, the Master Servicer shall not accept the amounts paid by the related Mortgagor to effect defeasance
until acceptable “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have been identified, in each case which
are acceptable as defeasance collateral under the then most recently published current guidelines of the Rating Agencies. Notwithstanding
the foregoing, with respect to certain Mortgage Loans originated by RAIT that are subject to defeasance, RAIT has transferred to
a third party or has retained the right to establish or designate the successor borrower and/or to purchase or cause to be purchased
the related defeasance collateral (“Retained Defeasance Rights and Obligations”). In the event the Master Servicer
receives notice of a defeasance request with respect to a Mortgage Loan that provides for Retained Defeasance Rights and Obligations
in the related Loan Documents, the Master Servicer shall provide, within five (5) business days of receipt of such notice, written
notice of such defeasance request to RAIT or RAIT’s assignee in the


 






    	-194-



    	 



    

 


case of the Mortgage Loans for which (1) CGMRC is the
related Mortgage Loan Seller and (2) RAIT or its Affiliate is the applicable originator. Until such time as RAIT provides written
notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which
(1) CGMRC is the related Mortgage Loan Seller and (2) RAIT or its Affiliate is the applicable originator shall be delivered to
RAIT Funding, LLC, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104, Attention: Jamie Reyle, Senior Managing Director
– Chief Legal Officer, fax number: (215) 405-2945, e-mail: jreyle@rait.com, with a copy to RAIT Funding, LLC, 2929 Arch Street,
17th Floor, Philadelphia, Pennsylvania 19104, Attention: Scott Davidson, fax number: (215) 405-2945, e-mail: sdavidson@rait.com.


 


(ii)          The
Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery
of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents)
to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit
and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any
other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof is valid and enforceable;
such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form
and substance acceptable to the Master Servicer.


 


(iii)         The
Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate
(which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from an Independent
certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), comply
with the requirements of the related Loan Agreement or Mortgage.


 


(iv)         To
the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance,
the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer
shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer has
delivered a defeasance certificate to such Rating Agency substantially in the form of Exhibit DD to this Agreement for any
Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal Balance,
(y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less
than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(v)          If
the Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such
assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the


 






    	-195-



    	 



    

 


Trustee and the Certificate
Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published
guidelines of the Rating Agencies).


 


(vi)         To
the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs
and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In the event
that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses
shall be Additional Trust Fund Expenses.


 


(vii)        In
no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation
(or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval
of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating
Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a
result of the violation of applicable law or the Loan Documents).


 


(viii)       The
Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that the Master
Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger the status of either
Trust REMIC as a REMIC or result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited
to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”
as set forth in Section 860G(c) of the Code).


 


(e)          Notwithstanding
any other provision of this Section 3.09, without any other approval or consent, the Master Servicer (for Performing Serviced
Loans) or the Special Servicer (for Specially Serviced Loans) may grant and process a Mortgagor’s request for consent to
subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking,
public improvements or another purpose and may consent to subordination of the related Mortgage Loan or Serviced Loan Combination
to such easement, right of way or similar agreement; provided that in each case, the Master Servicer or Special Servicer,
as applicable, (i) shall have determined in accordance with the Servicing Standard that such easement, right of way or similar
agreement will not materially and adversely affect the operation or value of such Mortgaged Property or the Trust Fund’s
interest in the Mortgaged Property and (ii) shall have determined that such easement, right of way or similar agreement will not
cause either Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Master Servicer or
the Special Servicer may rely on an Opinion of Counsel in making any such determination under clause (ii) above.


 






    	-196-



    	 



    

 


Section
3.10     Appraisal Reductions; Calculation and allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


 


(a)          Promptly
upon the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer shall use reasonable
efforts to obtain an updated Appraisal, the costs of which shall be advanced by, and reimbursable to, the Master Servicer
as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if
such Property Advance would be a Nonrecoverable Advance); provided, however, that the Special Servicer shall not
be required to obtain an updated Appraisal of any Mortgaged Property with respect to which there exists an Appraisal which is less
than nine months old unless the Special Servicer determines in accordance with the Servicing Standard that such previously obtained
Appraisal is materially inaccurate. With respect to any Serviced Loan for which an Appraisal Reduction Event has occurred and still
exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal prepared in order to determine
the Appraisal Reduction Amount with respect to a Serviced Loan Combination shall be delivered by the Special Servicer, upon request,
to each related Serviced Companion Loan Holder.


 


As of the first Determination
Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special
Servicer with respect to such Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.
Upon obtaining knowledge or receipt of notice by the Special Servicer that an Outside Serviced Trust Loan has become an AB Modified
Loan, the Special Servicer shall (i) promptly request from the related Outside Servicer, Outside Special Servicer and Outside Trustee
the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the
Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as
of the first Determination Date following receipt by the Special Servicer of the appraisal and any other information set forth
in the immediately preceding clause (i) that the Special Servicer reasonably expects to receive, calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Special
Servicer with respect to such Outside Serviced Trust Loan, and all other information relevant to a Collateral Deficiency Amount
determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that an Outside Serviced Trust
Loan has become an AB Modified Loan, such party shall promptly notify the Special Servicer thereof. The Master Servicer shall provide
(via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate or recalculate
any Collateral Deficiency Amount pursuant to the definition thereof using reasonable efforts to deliver such information within
four (4) Business Days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee or
the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


The Certificate Principal
Amount of each Class of applicable Certificates shall be notionally reduced (solely for purposes of determining the identity of
the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event) as of any date
of determination to the extent of the Appraisal Reduction Amount(s) allocated to


 






    	-197-



    	 



    

 


such
Class on the preceding Distribution Date. The aggregate Appraisal Reduction Amount for any Distribution Date shall be applied
to notionally reduce the Certificate Principal Amounts of the following Classes of Certificates and Class PEZ Regular Interests
in the following order of priority: first, to the Class H Certificates; second, to the Class G Certificates; third,
to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth,
to the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata
based on their respective percentage interests therein); seventh, to the Class B Regular Interest (and correspondingly,
the Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein);
eighth, to the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component
A-S, pro rata based on their respective percentage interests therein); and finally, pro rata to the (i) Class A-1
Certificates, (ii) Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-AB Certificates,
based on their respective Certificate Principal Amounts (provided in each case that no Certificate Principal Amount in respect
of any such Class may be notionally reduced below zero). In addition, as of any date of determination for purposes of determining
the Controlling Class or the occurrence of a Control Termination Event, the Collateral Deficiency Amounts shall be applied to
notionally reduce the Certificate Principal Amounts of each Class of the Control Eligible of Certificates in the following order
of priority: first, to the Class H Certificates; second, to the Class G Certificates; third, to the Class
F Certificates; and fourth, to the Class E Certificates (provided in each case that no Certificate Principal Amount in
respect of any such Class may be notionally reduced below zero). For the avoidance of doubt, for purposes of determining the Controlling
Class or the occurrence of a Control Termination Event, any class of Control Eligible Certificates shall be allocated both applicable
Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative
Appraisal Reduction Amount), in accordance with the preceding two sentences.


 


With respect to any Appraisal
Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates and with respect to any Appraisal Reduction
Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class or the occurrence of a Control
Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis.


 


The Special Servicer
shall promptly notify the Certificate Administrator and Master Servicer of the determination of (i) any Appraisal Reduction Amount,
(ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount, and the Certificate Administrator
shall promptly post notice of the determination of any such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative
Appraisal Reduction Amount, as applicable, on the Certificate Administrator’s website.


 


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


 






    	-198-



    	 



    

 


The Holders of Certificates
representing the majority of the Certificate Principal Amount of any Class of Control Eligible Certificates whose Certificate Principal
Amount is notionally reduced to less than 25% of the initial Certificate Principal Amount of that Class as a result of an allocation
of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class (such Class, an “Appraised-Out
Class”) shall have the right to challenge the Special Servicer’s Appraisal Reduction Amount or Collateral Deficiency
Amount determination, as applicable, and, at their sole expense, obtain a second Appraisal of any Serviced Loan for which an Appraisal
Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting
Holders”). The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by an Appraiser
in accordance with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with the
Servicing Standard. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special
Servicer’s Appraisal Reduction Amount or Collateral Deficiency Amount determination within 10 days of the Requesting Holders’
receipt of written notice of the determination of such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable.


 


An Appraised-Out Class
shall be entitled to continue to exercise the rights of the Controlling Class until 10 days following its receipt of written notice
of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, unless the Requesting Holders
provide written notice of their intent to challenge such Appraisal Reduction Amount or Collateral Deficiency Amount to the Special
Servicer and the Certificate Administrator within such 10-day period pursuant to the immediately preceding paragraph. If the Requesting
Holders provide such notice, then the Appraised-Out Class shall be entitled to continue to exercise the rights of the Controlling
Class until the earliest of (i) 120 days following the related Appraisal Reduction Event or receipt of written notice of a Collateral
Deficiency Amount, as applicable, unless the Requesting Holders provide the second appraisal within such 120-day period, (ii) the
determination by the Special Servicer (described below) that a recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable, is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling
Class and (iii) the occurrence of a Consultation Termination Event. After the Appraised-Out Class is no longer entitled to exercise
the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates
immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out
Class as the Controlling Class.


 


In
addition to the foregoing, the Holders of Certificates representing the majority of the Certificate Principal Amount of any Appraised-Out
Class shall have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of any Serviced
Loan for which an Appraisal Reduction Event has occurred or as to which a Collateral Deficiency Amount exists if an event
has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties that would have a material effect on its
appraised value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within
30 days from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as-is”
basis by an Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required to obtain
such Appraisal if the Special Servicer determines in accordance with the Servicing Standard that no events at or with regard to
the


 






    	-199-



    	 



    

 


related
Mortgaged Property or Mortgaged Properties have occurred that would have a material effect on such appraised value of the related
Mortgaged Property or Mortgaged Properties.


 


Upon receipt of an Appraisal
provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested
by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, the Special Servicer shall determine, in accordance with the Servicing Standard,
whether, based on its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, is warranted and, if so warranted, shall recalculate such Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator
of any such determination and recalculation, and the Certificate Administrator shall promptly post such notice to the Certificate
Administrator’s Website.


 


Appraisals that are permitted
to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition
to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this
Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)          In connection
with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance with Section
3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property Advance unless
the Master Servicer determines, in its good faith judgment exercised in accordance with the Servicing Standard, that such Advance
would constitute a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master
Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the
Advance Rate) made pursuant to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject to Section
3.21 of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws
of the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment
against the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after
a non-judicial foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery
if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the
deficiency judgment and such determination is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate
Administrator, any related Outside Controlling Note Holder and (prior to the occurrence and continuance of a Consultation Termination
Event) the Controlling Class Representative.


 


In the event that title
to any Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Trust Loan) is acquired in foreclosure
or by deed in lieu


 






    	-200-



    	 



    

 


of
foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its nominee (which shall not
include the Master Servicer but may be a single member limited liability company owned by the Trust and managed by the Special
Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests and on behalf
of the holders of the Certificates and, if applicable, and the related Serviced Companion Loan Holders. Notwithstanding any such
acquisition of title and cancellation of the related Serviced Mortgage Loan, the related Serviced Mortgage Loan shall (except
for purposes of Section 9.01) be considered to be an REO Mortgage Loan held in the Trust Fund until such time as the related
REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses.


 


(c)          Notwithstanding
any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property pursuant
to this Section 3.10 unless either:


 


(i)           such
personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning of Code
Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)          the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC
under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the
Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)          Notwithstanding
any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on behalf of the Trust
Fund or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or indirect partnership or membership
interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the Master Servicer or the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such partnership or membership interest or other equity interest by the Trust Fund will not cause
the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC for
federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at
any time that any Certificate is outstanding.


 


(e)          Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund or, if applicable,
the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure or by deed in lieu
of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest in any Mortgagor pledged
pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise acquire possession
of, or take any other action with respect to, any Mortgaged Property if, as a result of any such action, the Custodian, the Trustee,
the Certificate Administrator or the Trust Fund or


 






    	-201-



    	 



    

 


the
Certificateholders or, if applicable, the related Serviced Companion Loan Holders, would be considered to hold title to, or be
a mortgagee-in-possession of, or to be an “owner” or “operator” of such Mortgaged Property within the
meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or
any comparable law, unless the Special Servicer has previously determined in accordance with the Servicing Standard, based on
an updated environmental assessment report prepared by an Independent Person who regularly conducts environmental audits, that:


 


(i)           such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder (as a collective
whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 


(ii)          there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Trust Fund and
any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related Serviced
Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the
subordinate nature of any related Subordinate Companion Loan)) to take such actions with respect to the affected Mortgaged Property
as could be required by such law or regulation.


 


In the event that the
environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged
Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively
establish such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person
who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders and
any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental assessment obtained by the
Special Servicer for purposes of this Section 3.10.


 


In the event that the
Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan
Holder, the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and
any related Serviced Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)           The environmental
assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months of the determination
that such assessment is required by any Independent Person who regularly conducts environmental audits for purchasers of commercial
property where the Mortgaged Property is located, as determined by the Special Servicer in a manner consistent with the Servicing
Standard and, if applicable, any secured


 






    	-202-



    	 



    

 


creditor
impaired property policy issued on or prior to the Closing Date with respect to any Mortgage Loan (including that the environmental
assessment identify any potential pollution conditions (as defined in the environmental insurance policy) with respect to the
related Mortgaged Property). The Master Servicer shall advance the cost of preparation of such environmental assessments unless
the Master Servicer determines, in its good faith judgment, that such Advance would be a Nonrecoverable Advance (in which case
such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). The Master Servicer
shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding sentence in
the manner set forth in Section 3.06 of this Agreement. Copies of any environmental assessment prepared pursuant to Section
3.10(e) of this Agreement shall be provided to the Certificateholder of any Regular Certificates and any related Serviced
Companion Loan Holder upon written request to the Special Servicer.


 


(g)          If the Special
Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property is not in compliance with
applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion
Loan Holder, as a collective whole as if the Trust Fund and any related Serviced Companion Holder constituted a single lender (and,
in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer
determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous
Materials are present, but that it is in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder,
as a collective whole as if the Trust Fund and any related Serviced Companion Holder constituted a single lender (and, in the case
of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan), to take
such action with respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as
is required by law or regulation, then the Special Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced
Companion Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of any related Subordinate Companion Loan). The Master Servicer shall pay the cost of any such compliance, containment,
clean-up or remediation from the Collection Account.


 


(h)          The Special Servicer
shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the IRS and shall provide
the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect to any
Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report to the IRS and the
related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall report, via IRS Form
1099C, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee, the Certificate Administrator and, if
affected, to any related Serviced Companion Loan Holder.


 






    	-203-



    	 



    

 


Section
3.11     Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer
of a notification that payment in full has been escrowed in a manner customary for such purposes,
the Master Servicer or the Special Servicer shall immediately notify the Trustee, the Certificate Administrator and the Custodian
and, if affected, the related Serviced Companion Loan Holder by delivery of a certification (which certification shall include
a statement to the effect that all amounts received or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to  Section 3.05 of this Agreement have
been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.


 


From time to time upon
request of the Master Servicer or Special Servicer and delivery to the Custodian of a Request for Release, the Trustee (or a Custodian
on its behalf) shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the
Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a liquidation
or conversion of the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate
Administrator of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated
and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the
Collection Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property,
the Custodian shall deliver a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.


 


Within three (3) Business
Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys
and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced Loan Combination, or to
obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available
at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required, and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage or other security agreement, except for the termination of such
a lien upon completion of the foreclosure or trustee’s sale.


 


If from time to time,
pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced
Trust Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Trust Loan, the
related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original Note
for such Outside Serviced Trust Loan, then such party shall deliver a Request for Release in the form of Exhibit C attached
hereto to the Custodian and the Custodian shall release or cause the release of such original Note to the requesting party or its
designee. In connection with the release of the original Note for an Outside Serviced Trust Loan in accordance with the preceding
sentence, the Custodian shall


 






    	-204-



    	 



    

 


obtain
such documentation as is appropriate to evidence the holding by the related Outside Servicer, the related Outside Special Servicer
or such other similar party, as the case may be, of such original Note as custodian on behalf of and for the benefit of the Trustee.


 


Section
3.12     Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)          As
compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan and REO Mortgage
Loan (including the Outside Serviced Trust Loan but excluding the Outside Serviced Companion Loans) and each Serviced Companion
Loan and REO Companion Loan that is included as part of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing
Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination
or portion thereof, the related Loan Combination Custodial Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii)
and/or Section 3.06A of this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as
additional servicing compensation, (i) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or
amendment of a Performing Serviced Loan consented to by the Master Servicer pursuant to Section 3.24(a) of this Agreement
that did not require the approval of the Special Servicer, (ii) 50% of any Excess Modification Fees with respect to a modification,
waiver, extension or amendment of a Performing Serviced Loan consented to by the Special Servicer pursuant to Section 3.24(a)
of this Agreement, (iii) 100% of any defeasance fee received in connection with a defeasance of a Serviced Loan as contemplated
under Section 3.09 of this Agreement, (iv) 100% of any Assumption Fees with respect to a Performing Serviced Loan consented
to by the Master Servicer that did not require the approval of the Special Servicer, (v) 50% of any Assumption Fees with respect
to a Performing Serviced Loan consented to by the Special Servicer, (vi) the aggregate Prepayment Interest Excess (exclusive of
any portion thereof attributable to an Outside Serviced Trust Loan), but only to the extent such amount is not required to be included
in any Compensating Interest Payment, in each case to the extent received and not required to be deposited or retained in the Collection
Account pursuant to Section 3.05 of this Agreement, (vii) 100% of Ancillary Fees (other than fees for insufficient or returned
checks) actually received from Mortgagors on Performing Serviced Loans, (viii) 100% of assumption application fees actually received
from Mortgagors on Performing Serviced Loans, (ix) 100% of Consent Fees with respect to a Performing Serviced Loan that did not
require the approval of the Special Servicer, (x) 50% of any Consent Fees with respect to a Performing Serviced Loan consented
to by the Special Servicer, (xi) 100% of Excess Penalty Charges paid by the Mortgagors with respect to any Mortgage Loan (other
than an Outside Serviced Trust Loan) other than Excess Penalty Charges accrued during the period such Mortgage Loan is a Specially
Serviced Loan, (xii) 100% of fees for insufficient or returned checks actually received from Mortgagors on all Serviced Loans,
and (xiii) in the case of any ARD Mortgage Loan, 100% of any extension fee actually paid by the related Mortgagor in connection
with the Mortgagor’s option to exercise the related Anticipated Repayment Date option pursuant to the related Loan Documents
unless the Special Servicer’s consent is required, then 50% of any such extension fee; provided,
however, that the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i) through
(v) above as additional compensation with respect to a specific Mortgage Loan or Serviced Loan Combination, as applicable, with
respect to which a default or event of default thereunder has occurred and is


 






    	-205-



    	 



    

 


continuing
unless and until such default or event of default has been cured (or has been waived in accordance with the terms of this Agreement)
and all delinquent amounts required to have been paid by the Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses
(other than Special Servicing Fees, Workout Fees and Liquidation Fees) both (x) due with respect to such Mortgage Loan or Serviced
Loan Combination, as applicable, and (y) in the case of expense items, that arose within the last 12 months, have been paid. The
Master Servicer shall also be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii), Section
3.06(A) and Section 3.07(b), to withdraw from the Collection Account and the Loan Combination Custodial Accounts and
to receive from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced Loan
Combination or applicable law) any interest or other income earned on deposits therein. Interest or other income earned on funds
in the Collection Account, Loan Combination Custodial Account and Mortgagor Accounts (to the extent consistent with the related
Loan Documents), shall be paid to the Master Servicer as additional servicing compensation and interest or other income earned
on funds in any REO Account shall be payable to the Special Servicer.


 


For the avoidance of
doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced
Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement,
the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge
its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer
shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent
either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage
interest in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any portion
of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge any fee, the Special Servicer
shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Master
Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. The
foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject to the other terms of this Agreement,
shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor with respect to any Specially
Serviced Loan.


 


Midland Loan Services,
a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at
any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not
in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided
that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment
is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws
and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall
have delivered to the Depositor a certificate substantially in the form attached as Exhibit CC-1 to this Agreement, and
(iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of PNC Bank, National Association and
the Depositor a certificate substantially in the form attached as Exhibit CC-2 to this Agreement. None of the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor or the


 






    	-206-



    	 



    

 


Certificate
Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess
Servicing Fee Right without registration or qualification. Midland Loan Services, a Division of PNC Bank, National Association
and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess
Servicing Fee Right shall, and Midland Loan Services, a Division of PNC Bank, National Association hereby agrees, and each such
holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in
connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders,
the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian,
the Master Servicer, the Operating Advisor, the Certificate Registrar and the Special Servicer against any liability that may
result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal
and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions
of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to
use or disclose any information received in connection with its acquisition and holding of such Excess Servicing Fee Right in
any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that
would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to
time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the Person then acting as the Master
Servicer shall pay, out of each amount paid to such Master Servicer as Servicing Fees with respect to each related Mortgage Loan
or REO Mortgage Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within
one (1) Business Day following the payment of such Servicing Fees to the Master Servicer, in each case in accordance with payment
instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not
have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate
Administrator, the Certificate Registrar, the Operating Advisor, the Depositor, the Special Servicer, the Trustee or the Custodian
shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess
Servicing Fee Right.


 


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any Sub-Servicers retained by it.


 


The Master Servicer will
not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary,
in the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related Mortgage Loan (including
an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion
Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO
Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool.
In addition, with respect to any Serviced Subordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced
Subordinate Companion Loan (including an REO Companion Loan) be payable out of


 






    	-207-



    	 



    

 


payments
and other collections with respect to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage
Pool. This paragraph is in no way intended to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement
to seek payment of unpaid Servicing Fees with respect to any Serviced Companion Loan from the related Serviced Companion Loan
Holder.


 


(b)          As compensation
for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage Loan to its
portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect to each
Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the Trustee
the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate
Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator
and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate
Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s
or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 


(c)          As
compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
(including each Serviced Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest
Accrual Period to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in
the case of a Serviced Loan Combination or portion thereof, the related Loan Combination Custodial Account as set forth in Section
3.06(a) and Section 3.06A. The Special Servicer’s rights to the Special Servicing Fee may not be transferred in
whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations
under this Agreement. In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation (the
following items, collectively, the “Additional Special Servicing Compensation”): (i) 50% of any Excess Modification
Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented to by the Special Servicer
pursuant to Section 3.24 of this Agreement; (ii) 100% of any Excess Modification Fees with respect to a modification, waiver,
extension or amendment of a Specially Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this
Agreement; (iii) 100% of any Assumption Fees with respect to a Specially Serviced Loan; (iv) 50% of any Assumption Fees with respect
to a Performing Serviced Loan consented to by the Special Servicer; (v) 100% of Ancillary Fees (other than fees for insufficient
or returned checks) actually received from Mortgagors with respect to Specially Serviced Loans; (vi) 100% of assumption application
fees actually received from Mortgagors on Specially Serviced Loans; (vii) 100% of Consent Fees with respect to a Specially Serviced
Loan; (viii) 50% of any Consent Fees with respect to a Performing Serviced Loan consented to by the Special Servicer; (ix) 100%
of Excess Penalty Charges paid by the Mortgagors with respect to any Mortgage Loan (other than an Outside Serviced Trust Loan)
accrued during the period such Mortgage Loan is a Specially Serviced Loan; (x) any interest or other income earned on deposits
in the REO Accounts and any Loss of Value Reserve Fund; and (xi) in the case of any ARD Mortgage Loan, 50% of any extension
fee actually paid by the related Mortgagor in connection with the Mortgagor’s option to exercise the related Anticipated
Repayment Date option pursuant to the related Loan Documents, unless the Special Servicer’s consent is not required, then
0% of any such extension


 






    	-208-



    	 



    

 


fee.
The Special Servicer shall not be entitled to any Special Servicing Fees with respect to the Outside Serviced Trust Loans.


 


For the avoidance of
doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced
Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement,
the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge
its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor the Special Servicer
shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent
either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage
interest in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any portion
of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge any fee, the Special Servicer
shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Master
Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. The
foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject to the other terms of this Agreement,
shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Mortgagor with respect to any Specially
Serviced Loan.


 


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


The Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate on such Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected Loan. The Special
Servicer shall not be entitled to any Workout Fee with respect to any Outside Serviced Trust Loan. The Workout Fee with respect
to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new
Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. If the Special Servicer
is terminated (other than for cause) or resigns: (1) it shall retain the right to receive any and all Workout Fees payable in respect
of Mortgage Loans or Serviced Loan Combinations that became Corrected Loans prior to the time of that termination or resignation
except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently becomes a
Specially Serviced Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan or Serviced Loan Combination
that was, at the time of that termination or resignation, a Specially Serviced Loan for which the resigning or terminated Special
Servicer had cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer and
evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected
Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Monthly Payments and which subsequently
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Monthly Payments. In either case, the
successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer shall also be entitled
to additional servicing compensation in the form of a Liquidation Fee (other than with respect to the Outside Serviced Trust Loans)
payable out of the


 






    	-209-



    	 



    

 


Liquidation
Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account or the Loan Combination Custodial Account,
as applicable. However, no Liquidation Fee will be payable with respect to an Outside Serviced Trust Loan or in connection with,
or out of, Liquidation Proceeds as set forth in the final two provisos of the definition of “Liquidation Fee” herein.
Notwithstanding anything herein to the contrary, the Special Servicer shall not be entitled to receive both a Liquidation Fee
and a Workout Fee with respect to any specific collections or proceeds on any Mortgage Loan or Serviced Loan Combination. For
purposes of the foregoing provisions of this Section 3.12(c), a termination and removal of the Special Servicer under Section
6.08 of this Agreement shall be deemed to constitute a termination without cause.


 


If at any time a Mortgage
Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related
Loan Documents, including exercising all remedies available under such Loan Documents that would be in accordance with the Servicing
Standard, specifically taking into account the costs or likelihood of success of any such collection efforts and the Realized Loss
that would be incurred by Certificateholders in connection therewith as opposed to the Realized Loss that would be incurred as
a result of not collecting such amounts from the related Mortgagor.


 


The Special Servicer
shall not be entitled to any Liquidation Fee with respect to any Outside Serviced Trust Loan or any Outside Serviced Companion
Loan. In addition, the Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation with respect
to the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to
the related Serviced Pari Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related
Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect
to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, unless
otherwise provided in the related Co-Lender Agreement, in no event shall Special Servicing Compensation with respect to such Companion
Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced Pari
Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights
of the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing Compensation with respect
to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(d)          The Master Servicer,
Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust Fund for the costs
and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall include, by way
of example and not by way of


 






    	-210-



    	 



    

 


limitation,
environmental assessments, Appraisals in connection with foreclosure, the fees and expenses of any administrative or judicial
proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi) of this Agreement.


 


(e)          No provision of
this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate Administrator or
the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties
hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business judgment of the Master
Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds would not
be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation Proceeds and other
collections on or in respect of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is permitted from a Serviced
Loan Combination hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such risk or liability.


 


If the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a
Mortgagor, any Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s
or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s
good faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense
of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless the
Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses
associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be,
in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for the failure to respond
to such request or inquiry.


 


(f)           With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Certificate Administrator,
without charge and within two Business Days following the related Determination Date, an electronic report that discloses
and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates
during the related Collection Period.


 


(g)          The Special Servicer
and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without
limitation, in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation, the Trust, any
Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion Loan and any purchaser
of any Serviced Mortgage Loan,


 






    	-211-



    	 



    

 


Serviced
Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Serviced Loan, the management
or disposition of any REO Property, or the performance of any other special servicing duties under this Agreement, other than
as expressly provided in this Section 3.12; provided that such prohibition shall not apply to Permitted Special
Servicer/Affiliate Fees or the fees received by any Person acting as an Outside Servicer or Outside Special Servicer as expressly
provided for under the applicable Outside Servicing Agreement with respect to an Outside Serviced Trust Loan, or as master servicer
or special servicer as expressly provided for under the applicable Other Pooling and Servicing Agreement governing the securitization
of a Serviced Companion Loan.


 


Section
3.13     Compensating Interest Payments. The Master Servicer shall deliver to the Certificate
Administrator for deposit in the Lower-Tier Distribution Account on each Master Servicer Remittance Date, without any right of
reimbursement therefor, an amount equal to the lesser of (i) the aggregate of all Prepayment Interest Shortfalls incurred in connection
with voluntary Principal Prepayments received in respect of the Serviced Mortgage Loans and Serviced Pari Passu Companion
Loans (other than the Specially Serviced Loans and Defaulted Loans), other than Principal Prepayments received in connection with
the receipt of Insurance Proceeds or Condemnation Proceeds, during the most recently ended Prepayment Period, and (ii) the sum
of (A) the aggregate Servicing Fees up to a maximum rate of 0.0025% per annum for the related Distribution Date with respect
to each Serviced Mortgage Loan (and related REO Mortgage Loan) and Serviced Pari Passu Companion Loan (and related REO
Companion Loan) for which such Servicing Fees are being paid in such Prepayment Period and (B) all Prepayment Interest Excesses
received during the related Prepayment Period (and net investment earnings thereon); provided that the Master Servicer
shall pay (without regard to clause (ii) above) the aggregate of all Prepayment Interest Shortfalls otherwise described in clause
(i) above incurred in connection with Principal Prepayments received in respect of the Serviced Mortgage Loans during the most
recently ended Prepayment Period to the extent such Prepayment Interest Shortfalls were the result of the Master Servicer’s
failure to enforce the related Loan Documents. No Compensating Interest Payments shall be made by the Master Servicer for any
Outside Serviced Trust Loan, Outside Serviced Companion Loan or Subordinate Companion Loan. Any Compensating Interest Payments
made with respect to a Serviced Pari Passu Companion Loan will be paid to the related Companion Loan Holder.


 


Section 3.14     Application
of Penalty Charges and Modification Fees.


 


(a)          On
or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty Charges
and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Loan Combination)
and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of this Agreement) received
by it with respect to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced Trust Loan (to the extent allocable
to such Outside Serviced Trust Loan pursuant to the related Co-Lender Agreement and remitted to the Master Servicer by the related
Outside Servicer) during the related Prepayment Period, as follows:


 


(i)            first,
to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer, the Special
Servicer and/or the Trustee,


 






    	-212-



    	 



    

 


as applicable, for all outstanding Advances (including unreimbursed Advances that have been determined
to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust Fund Expenses (exclusive
of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements, in each case, with respect
to such Mortgage Loan or Serviced Loan Combination;


 


(ii)          second,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all Advances
(and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan Combination previously determined to
be Nonrecoverable Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or the Trustee, as applicable,
from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as
recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


 


(iii)         third,
to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the Trust of all other
Additional Trust Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage
Loan or Serviced Loan Combination previously paid from the Collection Account or related Loan Combination Custodial Account (and
such amounts will be retained or deposited in the Collection Account or related Loan Combination Custodial Account as recoveries
of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)          fourth,
to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the Special Servicer,
as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12 of this
Agreement prior to the applications set forth in clauses (i) through (iii) above;


 


provided
that, notwithstanding the foregoing, in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes and
in the order set forth in the related Co-Lender Agreement.


 


(b)          In connection
with the operation of the provisions of this Section 3.14, not later than the 25th day of the month in which each Distribution
Date occurs (beginning with the 25th day of the month following the first Collection Period in which an Additional Trust Fund Expense,
Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special Servicer a report in the form
reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information regarding (1) the amount of
Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the Special Servicer, as applicable,
and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges, Modification Fees and Assumption
Fees, in each case for the related Collection Period or other reporting period as agreed to by the Master Servicer and the Special
Servicer. The Master Servicer shall respond promptly to any inquiries of the Special Servicer with respect to the contents of any
such report and shall provide any supporting information with respect thereto that is reasonably requested by the Special Servicer.


 






    	-213-



    	 



    

 






Section 3.15     Access
to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate Administrator,
the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation Termination Event),
the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and Serviced Companion
Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured financial institutions,
the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards and such corporations,
and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced Companion Loan Holder
is subject, access to the documentation regarding the Mortgage Loans required by applicable regulations of the Federal Reserve
Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access shall be limited,
in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect of the Serviced
Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15 shall detract
from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information
with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as provided in this
Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15.


 


In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder
or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master
Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum
sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable
fees for employee time and for space; provided that no charge may be made if such information or access was required to
be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners
of Certificates access to the information described in the preceding paragraph, the Master Servicer and the Special Servicer shall
require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form as
may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that such
Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential.


 


Upon the reasonable request
of (1) any Certifying Certificateholder or Serviced Companion Loan Holder, the Master Servicer may provide (or forward electronically)
(at the expense of such Certificateholder or Serviced Companion Loan Holder) copies of any operating statements, rent rolls and
financial statements obtained by the Master Servicer or the Special Servicer (provided that in no event shall an Excluded
Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect
to which it is a Borrower Party) or (2) any Controlling Class Certificateholder identified to the Master Servicer in an Investor
Certification, the Master Servicer shall provide (or forward electronically) (at the expense of such Controlling Class Certificateholder)
any Excluded Information (not accessible through the Certificate Administrator’s Website) relating to any


 






    	-214-



    	 



    




 


Excluded Controlling
Class Mortgage Loan with respect to which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder;
provided that, in connection therewith, the Master Servicer may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer generally to the effect that such Person
is a Holder of Certificates or Serviced Companion Loan Securities (or any registered holder or beneficial owner of Serviced Companion
Loan Securities) or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will keep such information
confidential.


 


In addition, in connection
with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer
may (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting
liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding
securities law restrictions on such information and/or condition access to information on the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to items of
information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such items would
constitute a waiver of the attorney-client privilege.


 


Each of the Master Servicer
and the Special Servicer, as appropriate, shall, without charge, make a knowledgeable Servicing Officer available via telephone
to verbally answer questions from any related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence and during
the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), on a monthly basis, during regular business hours at such time and for such duration as the
Master Servicer, the Special Servicer, any related Serviced Companion Loan Holder, the Operating Advisor (after the occurrence
and during the continuance of a Control Termination Event) and the Controlling Class Representative (prior to the occurrence and
continuance of a Consultation Termination Event) shall reasonably agree, regarding the performance and servicing of the applicable
Serviced Mortgage Loans and/or related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is
responsible. In any event, the Operating Advisor and the related Directing Holder agree to identify for the Master Servicer and
the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage
Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related
Directing Holder and, subject to the terms of the related Co-Lender Agreement, any related Serviced Companion Loan Holder, shall
execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor Certification.


 


The Master Servicer may
(but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available
through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced
Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information, for review
by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 






    	-215-



    	 



    

  


After the occurrence
and during the continuation of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor such reports
and other information produced or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative
or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s
obligations under this Agreement in electronic format.


 


The Operating Advisor
hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of performing its duties
as Operating Advisor under this Agreement and shall not disclose such information to any other Person or entity unless (i) with
respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with respect to any information
other than Privileged Information, to the extent necessary to support its conclusions in its Operating Advisor Annual Report required
under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.


 


Section 3.16     Title
and Management of REO Properties.


 


(a)          In
the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Trust Loan)
is acquired for the benefit of Certificateholders (or, with respect to a Serviced Loan Combination, for the benefit of the Certificateholders
and the related Serviced Companion Loan Holder(s)) (as a collective whole as if such Certificateholders and, if applicable, such
Serviced Companion Loan Holder(s) constituted a single lender) (either by the Trust Fund or by a single member limited liability
company established for that purpose) in foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation from bankruptcy,
the deed or certificate of sale shall be taken in the name of a nominee of the Trustee (which shall not include the Master Servicer),
or a separate trustee or co-trustee, on behalf of the Trust Fund and any related Serviced Companion Loan Holders. The Special Servicer,
on behalf of the Trust Fund, shall sell any REO Property prior to the close of the third calendar year following the year in which
the Lower-Tier REMIC acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Code Section 860G(a)(8), unless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”)
to sell such REO Property or (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate
Administrator and the Trustee, addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect
that the holding by the Lower-Tier REMIC of such REO Property subsequent to the close of the third calendar year following the
year in which such acquisition occurred will not result in the imposition of taxes on “prohibited transactions” (as
defined in Code Section 860F) of either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC under the Code at
any time that any Lower-Tier Regular Interests or Regular Certificates are outstanding. If the Special Servicer is granted (or
is not denied) the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such
longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the
Special Servicer in connection with its receiving the REO Extension contemplated by clause (i) of the second preceding sentence
or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence shall be an expense of the
Trust Fund payable out of the Collection


 






    	-216-



    	 



    

Account
pursuant to Section 3.06(a) of this Agreement. The Special Servicer, on behalf of the Trust Fund and any related Serviced
Companion Loan Holder, in accordance with the Servicing Standard, shall dispose of any REO Property held by the Trust Fund (i)
prior to the last day of such period (taking into account extensions) by which such REO Property is required to be disposed of
pursuant to the provisions of the immediately preceding sentence in a manner provided under Section 3.17 of this Agreement
and (ii) on the same terms and conditions as if it were the owner of such REO Property. The Special Servicer shall manage, conserve,
protect and operate each REO Property for the Certificateholders and, if applicable, the related Serviced Companion Loan Holder,
solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund
of any “income from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger the status
of either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund.


 


(b)          The
Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Trust Loan)
as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as the Special
Servicer deems to be in the best interests of Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s)
(as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related
Subordinate Companion Loan)), and, in connection therewith, the Special Servicer shall only agree to the payment of management
fees that are consistent with general market standards or to terms that are more favorable. Consistent with the foregoing, the
Special Servicer shall cause or permit to be earned with respect to such REO Property any “net income from foreclosure property,”
within the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions only if it has determined, and has
so advised the Certificate Administrator in writing, that the earning of such income on a net after-tax basis could reasonably
be expected to result in a greater recovery on behalf of Certificateholders and, if applicable, the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s),
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of
any related Subordinate Companion Loan)) than an alternative method of operation or rental of such REO Property that would not
be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it with respect to any REO Property
separate and apart from its own funds and general assets and shall establish and maintain with respect to any REO Property a segregated
custodial account (each, an “REO Account”), each of which shall be an Eligible Account and (subject to any changes
in the identities of the Special Servicer and/or the Trustee) shall be entitled “C-III Asset Management LLC, as Special Servicer,
on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC35, [IN THE CASE OF AN REO PROPERTY RELATED
TO A SERVICED LOAN COMBINATION: and the related Serviced Companion Loan Holder, as their interests may appear], REO Account.”
The Special Servicer shall be entitled to withdraw for its account any interest or investment


 






    	-217-



    	 



    

  


income earned on funds deposited
in an REO Account to the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause
to be deposited in the REO Account within one (1) Business Day after receipt all revenues and proceeds received by it with respect
to any REO Property, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such
REO Property and for other Property Protection Expenses with respect to such REO Property, including:


 


(i)          all
insurance premiums due and payable in respect of any REO Property;


 


(ii)         all
real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)        all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)       any
taxes imposed on either Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05 of
this Agreement.


 


To the extent that such
REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special Servicer has provided
written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency situation or on an
urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency or the basis
of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such shortfall unless
the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance
(in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account).
If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee shall make
such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be entitled to
rely, conclusively, on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable Advance. The
Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business
judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest
at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06 and/or, if applicable,
Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account and remit to the Master Servicer
for deposit into the Collection Account, or, for a Serviced Loan Combination, the related Loan Combination Custodial Account, on
a monthly basis prior to the related Master Servicer Remittance Date the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation
Proceeds and Net Insurance Proceeds received or collected from each REO Property during the related Prepayment Period, except that
in determining the amount of any such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves
for repairs, replacements and necessary capital improvements and other related expenses. Notwithstanding the foregoing, the Special
Servicer shall not:


 






    	-218-



    	 



    

  


(i)          permit
the Trust Fund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any income that does
not constitute Rents from Real Property;


 


(ii)         permit
any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;


 


(iii)       authorize
or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a building or
other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was
completed before default on the related Mortgage Loan or Serviced Loan Combination became imminent, all within the meaning of Code
Section 856(e)(4)(B); or


 


(iv)        Directly
Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by
the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, any related Serviced Companion Loan Holder,
the Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, if any related Serviced
Companion Loan is part of a REMIC, the related Serviced Companion Loan Holder) to the effect that such action will not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8) (determined
without regard to the exception applicable for purposes of Code Section 860D(a)) at any time that it is held by the Trust Fund,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


The Special Servicer
shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund
and payable out of REO Proceeds, for the operation and management of any REO Property, within 90 days of the Trust Fund’s
acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator with an Opinion
of Counsel that the operation and management of any REO Property other than through an Independent Contractor shall not cause such
REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which opinion
shall be an expense of the Trust Fund), provided that:


 


(i)          the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


 


(ii)        any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such REO Property, including those listed above, and remit all related revenues
(net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days following
the receipt thereof by such Independent Contractor;


 






    	-219-



    	 



    

  


(iii)       none
of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund or the Trustee
on behalf of the Certificateholders and, if applicable, any related Serviced Companion Loan Holder with respect to the operation
and management of any such REO Property; and


 


(iv)        the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(c)          When
and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) a statement prepared
by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting
from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants
of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property in accordance
with Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)          Notwithstanding
anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside Serviced Trust Loan.


 


Section 3.17     Sale
of Defaulted Loans and REO Properties; Sale of Outside Serviced Trust Loans.


 


(a)          The
parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced Trust Loan)
only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as otherwise expressly provided
in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in the case of a Mortgage Loan related
to a Serviced Loan Combination in accordance with and subject to the provisions of the related Co-Lender Agreement and Section
3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related mezzanine loan or subordinate mortgage loan, in
accordance with and subject to the provisions of the related intercreditor agreement.


 


(b)          Promptly
upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing Standard
that it would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Loan Combination, any
related Serviced Pari Passu Companion Loan Holder (as a collective whole as if such Certificateholders and, in the case of a Serviced
Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder, constituted a single lender) to attempt to
sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for


 






    	-220-



    	 



    

  


such Defaulted Loan on behalf
of the Certificateholders and, if applicable, any related Serviced Pari Passu Companion Loan Holder in such manner as will be reasonably
likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer shall accept
the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person that constitutes
a fair price for such Defaulted Loan. The Special Servicer shall notify the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), any related Outside Controlling Note Holder and the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event) of any inquiries or offers received regarding the sale
of any Defaulted Loan. Any Serviced Pari Passu Companion Loan that is part of a Defaulted Serviced Loan Combination is to
be sold together with the related Mortgage Loan, subject to this Section 3.17 and any additional requirements set forth
in the related Co-Lender Agreement.


 


(c)          The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan
Holder (in the case of a Serviced Loan Combination), the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is involved) and the Operating Advisor (after the occurrence and during the continuance of a Control Termination Event) not less
than five (5) Business Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall
be obligated to submit an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan
pursuant hereto.


 


(d)          Whether
any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement shall be
determined by the Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if
the highest offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, however,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at least
two other offers are received from independent third parties; and provided, further, notwithstanding the immediately
preceding proviso, the Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan)
shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In all cases under this
Agreement (except to the extent the Trustee is not required to determine whether any cash offer constitutes a fair price for any
Defaulted Loan pursuant to the immediately preceding sentence), in determining whether any offer received from an Interested Person
represents a fair price for any Defaulted Loan, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
or investing in mortgage loans similar to such Defaulted Loan that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for such Defaulted Loan; provided that the Trustee will not engage a third party
expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(d) will be
covered by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such third
party’s determination. In


 






    	-221-



    	 



    

  


 determining whether any such offer from a Person other than an Interested Person constitutes a
fair price for any such Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal,
updated Appraisal or narrative Appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among
other factors, the period and amount of any delinquency on such Defaulted Loan, the occupancy level and physical condition of the
related Mortgaged Property and the state of the local economy. The appraiser conducting any new Appraisal for determining whether
any offer from a Person other than an Interested Person represents a fair price for any Defaulted Loan shall be an Appraiser selected
by the Special Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer
as a Property Advance if no Interested Person is offering to purchase such Defaulted Loan.


 


(e)          Subject
to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g) and Section 3.17(m),
the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking
any other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain,
fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such
sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable, the Loan Combination
Custodial Account. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the Certificate Administrator
or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties typically given in such
transactions, any appropriations applied thereto and any customary closing matters), and if such sale is consummated in accordance
with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor or the Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor
accepted by the Special Servicer or the Trustee.


 


(f)          Subject
to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of a Subordinate
Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan Combination (or senior
portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section, the Special Servicer shall continue to service
and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall pursue such other resolutions
or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent with this Agreement and
the Servicing Standard.


 


(g)          Any
sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted Loan
purchased under this Section 3.17 or any Outside Serviced Trust Loan sold in accordance with the related Co-Lender Agreement
or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Loan Combination Custodial Account,
as applicable, and the Trustee (or a Custodian on its behalf), upon receipt of an Officer’s Certificate from the Master Servicer
to the effect that such deposit has been made, shall release or cause to be released to the purchaser of the Defaulted Loan the
related Mortgage File, and the Trustee, the Master Servicer or the Special Servicer, as applicable, shall execute and deliver such
instruments of transfer or assignment, in each case without


 






    	-222-



    	 



    

  


recourse, as shall be necessary to vest in such purchaser ownership
of such Defaulted Loan. In connection with any such purchase, the Special Servicer and the Master Servicer shall deliver the related
Servicing File (to the extent either has possession of such file) to such purchaser.


 


(h)          The
parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related to
an Outside Serviced Trust Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


 


(i)           The
Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related to an
Outside Serviced Trust Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder in such manner
as will be reasonably likely to realize a fair price within the time period specified by Section 3.16 of this Agreement.
Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously
received, highest) cash offer received from any Person that constitutes a fair price for such REO Property. If the Special Servicer
determines, in its good faith and reasonable judgment, that it will be unable to realize a fair price for any REO Property (other
than an REO Property related to an Outside Serviced Trust Loan) within the time constraints imposed by Section 3.16 of this
Agreement, then the Special Servicer shall dispose of such REO Property upon such terms and conditions as the Special Servicer
shall deem necessary and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall
accept the highest outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation
Expenses) for any REO Property sold hereunder shall be deposited in the Collection Account or, if applicable, the related Loan
Combination Custodial Account. The Special Servicer shall notify the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), any related Outside Controlling Note Holder, the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event) and, in the case of a Serviced Loan Combination, any
related Serviced Companion Loan Holder of any inquiries or offers received regarding the sale of any REO Property hereunder.


 


(j)           The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion Loan
Holder, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), any
related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) and the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event) not less than three (3) Business Days’ prior
written notice of its intention to sell any REO Property (other than an REO Property related to an Outside Serviced Trust Loan)
hereunder. No Interested Person shall be obligated to submit an offer to purchase any REO Property, and notwithstanding anything
to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may offer to purchase,
or purchase, any REO Property pursuant hereto.


 


(k)          Whether
any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced Trust Loan)
for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer, if the highest offeror is
a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested Person (provided that
the Trustee may not be an offeror); provided, however, that no


 






    	-223-



    	 



    

  


offer from an Interested Person shall constitute a
fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent third parties;
and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such REO Property
shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining whether
any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall (at the expense
of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at
least five (5) years’ experience in valuing or investing in properties similar to such REO Property that has been selected
with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such REO Property; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.
The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant
to this Section 3.17(k) will be covered by, and will be reimbursable by the Interested Person. The Trustee will be entitled
to rely conclusively upon such third party’s determination. In determining whether any such offer from a Person other than
an Interested Person constitutes a fair price for any such REO Property, the Special Servicer shall take into account (in addition
to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained pursuant to this Agreement
within the prior 9 months), among other factors, the period and amount of any delinquency on the related Mortgage Loan or Serviced
Loan Combination, the occupancy level and physical condition of such REO Property, the state of the local economy and the obligation
to dispose of such REO Property within the time period specified in Section 3.16 of this Agreement. The appraiser conducting
any new Appraisal for determining whether any offer from a Person other than an Interested Person represents a fair price for any
REO Property shall be an Appraiser selected by the Special Servicer. The cost of any such Appraisal shall be covered by, and shall
be reimbursable to, the Master Servicer as a Property Advance if no Interested Person is offering to purchase such REO Property.


 


(l)          Subject
to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement, the Special Servicer shall
act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and taking any other action necessary
or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than an REO Property related to an Outside
Serviced Trust Loan), and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer
may charge prospective offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation
and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection
Account or, if applicable, the related Loan Combination Custodial Account. Any sale of any Defaulted Loan or REO Property (other
than an REO Property related to an Outside Serviced Trust Loan) shall be final and without recourse to the Trustee, the Certificate
Administrator or the Trust Fund or any related Serviced Companion Loan Holder (except such recourse to the Trust Fund and the related
Serviced Companion Loan Holder imposed by those representations and warranties typically given in such transactions, any appropriations
applied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement,
none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee
shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special Servicer
or the Trustee.


 






    	-224-



    	 



    

  


(m)        Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with the Controlling Class Representative (unless
a Consultation Termination Event exists or a Serviced Outside Controlled Loan Combination is involved) and any related Outside
Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)), in accordance with the Servicing Standard,
that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu
Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, if applicable, any related Serviced Pari Passu Companion Loan Holder(s) constituted a single lender), and the Special Servicer
may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good
faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced
Pari Passu Loan Combination, any related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, if applicable, the related Serviced Pari Passu Companion Loan Holder(s) constituted a single lender) (for example, if the
prospective buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer
making the lower offer are more favorable).


 


Notwithstanding any of
the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest cash offer
for an REO Property (other than an REO Property related to an Outside Serviced Trust Loan) if the Special Servicer determines (in
consultation with the related Directing Holder (unless, if the Controlling Class Representative is the related Directing Holder,
a Consultation Termination Event exists)), in accordance with the Servicing Standard, that rejection of such offer would be in
the best interests of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced Loan Combination,
the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any Serviced
Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the
subordinate nature of the related Subordinate Companion Loan)), and the Special Servicer may accept a lower cash offer (from any
Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such
offer would be in the best interests of the Certificateholders and, in the case of an REO Property that corresponds to a Serviced
Loan Combination, any related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable,
any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination,
taking into account the subordinate nature of the related Serviced Subordinate Companion Loan)) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the
lower offer are more favorable).


 


(n)         In
no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on the
Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Trust Loan, or any Companion Loan or any
Mortgage Loan.


 


(o)         Notwithstanding
anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing Agreement (which,
if the identified party


 






    	-225-



    	 



    

 


is the holder of an Outside Serviced Trust Loan, shall mean the Controlling Class Representative for so
long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the Trust,
shall be entitled to purchase an Outside Serviced Trust Loan in accordance with the terms and conditions set forth in the related
Co-Lender Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer or the
Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Trust Loan or the related Companion
Loan(s) or any other Mortgage Loan.


 


(p)         Notwithstanding
anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17 will remain
subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion Loan Holder as
set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related intercreditor
agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related Co-Lender Agreement
or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of any related Subordinate
Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate Companion Loan Holder
or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related mezzanine loan intercreditor
agreement in connection with each such holders’ purchase rights.


 


(q)         With
respect to any Serviced Pari Passu Loan Combination (other than any such Loan Combination that is a Serviced Outside Controlled
Loan Combination), the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Pari Passu
Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced
Mortgage Loan in accordance with this Section 3.17, then the Special Servicer will be required to sell each related Serviced
Pari Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and
subject to any rights of the related Directing Holder and/or the holder of any related Serviced Pari Passu Companion Loan hereunder
or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special Servicer shall not sell
any such Serviced Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written consent of
each related Serviced Pari Passu Companion Loan Holder (provided that such consent is not required if the consenting party is the
related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which delivery may be by
electronic mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to such related Serviced
Pari Passu Companion Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder to the extent permitted under
the terms of the related Co-Lender Agreement): (a) at least 15 Business Days’ prior written notice of any decision to attempt
to sell such Defaulted Serviced Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each bid package
(together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced Pari Passu
Loan Combination, and any documents in the Servicing File reasonably requested by such related Serviced Pari Passu Companion Loan
Holder that are material to the price of the subject Serviced Pari Passu Loan Combination; and (d) until the sale is completed,
and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information
and other


 






    	-226-



    	 



    

  


documents
being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer
in connection with the proposed sale; provided, that a related Serviced Pari Passu Companion Loan Holder may waive as to itself
any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative and each related Serviced
Pari Passu Companion Loan Holder will be permitted to submit an offer to purchase, and any such party is permitted to be the purchaser
at any sale of, the subject Defaulted Serviced Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate
of the related Mortgagor.


 


(r)          With
respect to any Serviced Pari Passu Loan Combination that is a Serviced Outside Controlled Loan Combination, the parties hereto
acknowledge that the related Co-Lender Agreement provides that if such Serviced Pari Passu Loan Combination becomes a Defaulted
Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with
this Section 3.17, then the Special Servicer will be required to sell the related Serviced Pari Passu Companion Loan together
with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of the related
Directing Holder, the Controlling Class Representative and/or the holder of any related non-controlling Serviced Pari Passu Companion
Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special Servicer
shall not sell any such Serviced Pari Passu Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written
consent of the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such consent is not
required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer
has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the related
Co-Lender Agreement) to the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each
related non-controlling Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling Note Holder and the holder
of each related non-controlling Serviced Pari Passu Companion Loan, to the extent permitted under the terms of the related Co-Lender
Agreement): (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such Serviced Pari Passu
Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any material
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days
prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced Pari Passu Loan Combination, and
any documents in the Servicing File reasonably requested by the Controlling Class Representative, the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan that are material to the price of
the subject Serviced Pari Passu Loan Combination; and (d) until the sale is completed, and a reasonable period of time (but no
less time than is afforded to other offerors and the Controlling Class Representative) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer
or the Special Servicer in connection with the proposed sale; provided, that the Controlling Class Representative, the related
Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan may each waive
as to itself any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative, the related
Outside Controlling Note Holder and the holder of each related non-


 






    	-227-



    	 



    

  


 controlling Serviced Pari Passu Companion Loan shall be permitted
to submit an offer to purchase, and any such party is permitted to be the purchaser at any sale of, the subject Serviced Pari Passu
Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate of the related Mortgagor.


 


With respect to each
Serviced AB Loan Combination, if such Serviced AB Loan Combination becomes a Defaulted Serviced Loan Combination, and if the Special
Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer
shall be permitted to sell the related Serviced Subordinate Companion Loan together with such Serviced Mortgage Loan and any related
Serviced Pari Passu Companion Loan as one whole loan in accordance with this Agreement and the related Co-Lender Agreement, provided
that the Special Servicer has received prior written consent from the holder of such Serviced Subordinate Companion Loan.


 


(s)          With
respect to any Outside Serviced Trust Loan upon becoming a “Defaulted Mortgage Loan” (as such term or any analogous
term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any REO Property related
to an Outside Serviced Trust Loan, the liquidation of such Outside Serviced Trust Loan or such REO Property shall be administered
by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement and the related Co-Lender
Agreement. Any such sale of an Outside Serviced Trust Loan or any related REO Property pursuant to the applicable Outside Servicing
Agreement and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee or the Trust, and none of the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any liability to any Certificateholder
with respect to the purchase price for such Outside Serviced Trust Loan or such REO Property accepted on behalf of the Trust. Any
proceeds of such a sale received by the Trust Fund shall be promptly deposited in the Collection Account.


 


Section 3.18     Additional
Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced
Companion Loan Holder.


 


(a)          The
Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the
Servicing Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced
Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect
to such Mortgaged Property relating to Serviced Mortgage Loans with an outstanding principal balance of less than $2,000,000, in
each case commencing in 2016; provided that the Master Servicer is not required to inspect any Mortgaged Property that has
been inspected by the Special Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Loan Combination
becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected by the Special Servicer as soon as practicable
and thereafter at least every calendar year for so long as such condition exists. The cost of any annual inspection, or bi-annual
inspection, as the case may be, shall be borne by the Master Servicer unless the related Serviced Mortgage Loan or Serviced Loan
Combination is a Specially Serviced Loan. The Master Servicer shall reimburse


 






    	-228-



    	 



    

  


the Special Servicer for the cost of any inspection
of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the
Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket costs incurred with respect
to such inspection shall be borne by the Trust Fund.


 


(b)          The
Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Trust Loan) which is secured by the interest of
the related Mortgagor under a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event within
60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground lessor
of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any notices
of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall forward
to the Special Servicer any written notice of default under a ground lease.


 


(c)          The
Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced Companion
Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed by it with
respect to the related Mortgaged Property and Serviced Companion Loan related thereto.


 


(d)          The
Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor of
the Trust (or a party on its behalf) as the holder of each Outside Serviced Trust Loan to obtain information from the related Outside
Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability determinations.
The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in the Master Servicer’s
possession as the related Outside Servicer reasonably requests in order to determine whether an advance similar to a P&I Advance
would be “nonrecoverable.”


 


(e)          If
required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan Holder
or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC® NOI Adjustment
Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating Statement Analysis
Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged Properties
securing the related Serviced Companion Loan.


 


Section 3.19     Lock-Box
Accounts, Escrow Accounts.


 


Except with respect to
the Outside Serviced Trust Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with
the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related
letter of credit agreement and the Loan Documents.


 


Notwithstanding the foregoing,
to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the
related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Loan
Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced
Loan Combination) until after the


 






    	-229-



    	 



    

  


occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan
(or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.


 


Section 3.20     Property
Advances.


 


(a)          Except
with respect to an Outside Serviced Trust Loan, the Master Servicer (or, to the extent provided in Section 3.20(b) of this
Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of its duties under
this Agreement or otherwise required pursuant to the terms hereof. The Special Servicer shall give the Master Servicer, the Trustee
and any affected Serviced Companion Loan Holder not less than five (or, in the case of Emergency Advances pursuant to Section
3.20(e) of this Agreement, two) Business Days’ written notice before the date on which the Master Servicer is requested
to make any Property Advance with respect to a given Specially Serviced Loan or REO Property (other than an REO Property related
to an Outside Serviced Trust Loan). In addition, the Special Servicer shall provide the Master Servicer, the Trustee and any affected
Serviced Companion Loan Holder with such information in its possession as the Master Servicer, the Trustee or such Serviced Companion
Loan Holder, as applicable, may reasonably request to enable the Master Servicer or the Trustee, as applicable, to determine whether
a requested Property Advance would constitute a Nonrecoverable Advance. Any such notice by the Special Servicer to the Master Servicer
of a required Property Advance shall be deemed to be a determination by the Special Servicer that such requested Property Advance
is not a Nonrecoverable Advance, and the Master Servicer shall be entitled to conclusively rely on such determination. In the absence
of a determination by the Special Servicer that a Property Advance is a Nonrecoverable Advance, all determinations of recoverability
with respect to Property Advances to be made (or contemplated to be made) by the Master Servicer or the Trustee will remain with
the Master Servicer or the Trustee, as applicable. On the fourth Business Day before each Distribution Date, the Special Servicer
shall report to the Master Servicer the Special Servicer’s determination as to whether any Property Advance previously made
with respect to a Specially Serviced Loan is a Nonrecoverable Advance promptly after making such determination. The Master Servicer
and the Trustee shall be entitled to conclusively rely on and shall be bound by such a determination and shall be bound by a determination
by the Special Servicer that a Property Advance previously made or contemplated to be made with respect to a Specially Serviced
Loan is or would be a Nonrecoverable Advance. Although the Special Servicer may determine whether a Property Advance is a Nonrecoverable
Advance, the Special Servicer will have no right to (i) make an affirmative determination that any Property Advance previously
made or to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse
any determination that may have been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee
from making a determination that any Property Advance constitutes or would constitute a Nonrecoverable Advance; provided that this
sentence will not be construed to limit the Special Servicer’s right to make a determination that a Property Advance to be
made (or contemplated to be made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section
3.20. The Master Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances
for the purposes of non-recoverability determinations as if such amounts were unreimbursed Property Advances.


 






    	-230-



    	 



    

  


For purposes of distributions
to Certificateholders and Serviced Companion Loan Holders and compensation to the Master Servicer or the Trustee, Property Advances
shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Loan Combination, notwithstanding that
the terms of such Mortgage Loan or Serviced Loan Combination so provide.


 


(b)          The
Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing promptly
upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment
of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business
Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay the amount
of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to this Section
shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 11.04 of this Agreement.


 


(c)          None
of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any Mortgage Loan
or Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines
that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to make Property
Advances that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute a Nonrecoverable
Advance or a determination by the Special Servicer that a Property Advance previously made or proposed to be made is or would,
if made, constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master Servicer or the Special
Servicer, in accordance with the Servicing Standard and (ii) in the case of the Trustee, in accordance with its good faith business
judgment and shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to (1) the affected Serviced Companion Loan Holders or their Companion Loan Holder representatives (and the related master
servicer and special servicer under any related Other Pooling and Servicing Agreement, if applicable), in the case of any Serviced
Loan Combination, (2) the Trustee (unless it is the Person making the determination), (3) the Controlling Class Representative
(prior to the occurrence and continuance of a Control Termination Event), (4) in the case of a Property Advance with respect to
any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder, (5) the Master Servicer (unless
it is the Person making the determination), (6) the Special Servicer (unless it is the Person making the determination), and (7)
the Depositor (if the Trustee is making the determination), setting forth the basis for such determination, together with any other
information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property or REO Property,
as the case may be (which Appraisal shall be an expense of the Trust Fund, shall take into account any material change in circumstances
of which such Person is aware or such Person has received new information, either of which has a material effect on the value and
shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve months preceding such


 






    	-231-



    	 



    

  


determination
of nonrecoverability), and further accompanied by related Mortgagor operating statements and financial statements, budgets and
rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s possession) and any engineers’
reports, environmental surveys or similar reports that such Person may have obtained and that support such determination. In connection
with a determination by the Special Servicer, the Master Servicer or the Trustee as to whether a Property Advance previously made
or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)         any
such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related Mortgage
Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged Properties
in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among
other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)          any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information as reasonably may be required for such purposes;


 


(C)          the
Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property
Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee, the Controlling Class Representative (prior to the occurrence and continuance of a
Consultation Termination Event) and, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan Combination,
the related Outside Controlling Note Holder notice of such determination, which determination shall be conclusive and binding on
the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse any other
authorized Person’s determination, or to prohibit any such other authorized Person from making a determination, that a Property
Advance constitutes or would constitute a Nonrecoverable Advance);


 


(D)          the
Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a Property
Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on
any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


 


(E)          any
non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20 with respect
to the non-recoverability of Property Advances shall be conclusive and binding on the


 






    	-232-



    	 



    

  


Master Servicer (in the case of such a determination
by the Special Servicer) and the Trustee; and


 


(F)           notwithstanding
the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any
Property Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination
by the Special Servicer that any Property Advance would be recoverable.


 


(d)          The
Master Servicer. the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances
made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii) of this Agreement,
together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer and the Special
Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard to obtain the reimbursement
of such Property Advances from the related Mortgagors to the extent permitted by applicable law and the related Loan Documents.


 


(e)          Notwithstanding
anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this Agreement with respect
to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Trust Loan), the Special
Servicer shall request that the Master Servicer make such Property Advance, such request to be made, in writing, at least five
(5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided that the written request sets
forth the nature of the emergency or the basis of the urgency) in advance of the date on which such Property Advance is required
to be made hereunder and to be accompanied by such information and documentation regarding the subject Property Advance as the
Master Servicer may reasonably request, subject to the Master Servicer’s right to determine that such Property Advance does
not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have the obligation to make any such
Property Advance that it is so requested by the Special Servicer to make, within five (5) Business Days (or, in the case of an
Emergency Advance, two (2) Business Days) of the Master Servicer’s receipt of such request. The Special Servicer shall have
no obligation to make any Property Advance; provided that the Special Servicer may in its sole discretion elect to make
an Emergency Advance, and the Master Servicer shall reimburse the Special Servicer for such Property Advance (with interest thereon),
provided that such Advance is not determined by the Master Servicer, in accordance with the Servicing Standard, to be nonrecoverable.
The Master Servicer shall be entitled to reimbursement for any Advance made by it at the direction of the Special Servicer, together
with interest thereon at the same time, in the same manner and to the same extent as the Master Servicer is entitled with respect
to any other Advances made thereby.


 


(f)          Within
five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer request for reimbursement for such Emergency Advance, along with all
information and documentation regarding the subject Emergency Advance as the Master


 






    	-233-



    	 



    

  


Servicer may reasonably request, and the Master
Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any such unreimbursed
Emergency Advances (other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c)
of this Agreement, to be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate
sentence of Section 3.20(e), together with interest thereon at the Advance Rate from the date made to, but not including,
the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days
of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account
designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Emergency
Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.20(f), the Master
Servicer shall for all purposes of this Agreement be deemed to have made such Emergency Advance at the same time as the Special
Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such
Emergency Advance, together with interest thereon at the Advance Rate, at the same time, in the same manner and to the same extent
as the Master Servicer would otherwise have been entitled if it had actually made such Emergency Advance at the time the Special
Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall not be required
to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with Section 3.20(c)
of this Agreement that such Emergency Advance, although not characterized by the Special Servicer as a Nonrecoverable Property
Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer in writing of such
determination and, if applicable, such Nonrecoverable Property Advance shall be reimbursed to the Special Servicer pursuant to
Section 3.06(a) of this Agreement.


 


Section 3.21     Appointment
of Special Servicer; Asset Status Reports.


 


(a)          C-III
Asset Management LLC is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans (other
than the Outside Serviced Trust Loans) and each Serviced Loan Combination.


 


(b)          The
Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior to taking action with
respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect to a
Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related Mortgage Loan or
Serviced Loan Combination. Each Asset Status Report will be delivered in electronic format to the Operating Advisor (but only after
the occurrence and during the continuance of a Control Termination Event), the related Directing Holder (but, if the Controlling
Class Representative is the related Directing Holder, only prior to the occurrence and continuance of a Consultation Termination
Event and only for so long as the related Specially Serviced Loan is not an Excluded Mortgage Loan), the Certificate Administrator,
the related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination) and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider; provided,
however, the Special Servicer shall not be required to deliver an Asset Status Report to the related Directing Holder if
they are the same


 






    	-234-



    	 



    

  


entity. Such Asset Status Report shall be consistent with the Servicing Standard and set forth the following
information to the extent reasonably determinable:


 


(i)          summary
of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;


 


(ii)         if
a Servicing Transfer Event has occurred and is continuing:


 


(A)          a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


 


(B)          the
most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


(C)          the
Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise realized
upon;


 


(D)          a
copy of the last obtained Appraisal of the Mortgaged Property;


 


(E)          the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Loan Combination;


 


(F)          a
description of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)          if
the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a violation
of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan Combination and (ii) any determination not to pursue
a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)         a
description of any such proposed or taken actions;


 


(iv)        the
alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken
actions;


 


(v)          the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 






    	-235-



    	 



    

  


(vi)        an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation (including the applicable Calculation Rate used) and all related assumptions; and





 


(vii)       such
other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


 


If any related Outside
Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative
(if any other Serviced Loan(s) (other than any Excluded Mortgage Loan) are involved and a Control Termination Event does not exist),
as applicable, does not disapprove an Asset Status Report in writing within 10 Business Days of receiving such Asset Status Report,
then the related Directing Holder shall be deemed to have approved such Asset Status Report and the Special Servicer shall implement
the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Loan Documents. If
the related Directing Holder disapproves such Asset Status Report within 10 Business Days of receipt (and, if the Controlling Class
Representative is the related Directing Holder, a Control Termination Event does not exist and such Asset Status Report does not
relate to an Excluded Mortgage Loan), the Special Servicer will revise such Asset Status Report and deliver to the Operating Advisor
(after the occurrence and during the continuance of a Control Termination Event), related Directing Holder (but, if the Controlling
Class Representative is the related Directing Holder, only prior to the occurrence and continuance of a Consultation Termination
Event and only if such Asset Status Report does not relate to an Excluded Mortgage Loan), the Certificate Administrator, any related
Serviced Companion Loan Holder(s) (in the case of a Serviced Loan Combination) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider a new Asset Status Report as soon
as practicable, but in no event later than 30 days after such disapproval. The Special Servicer shall revise such Asset Status
Report as described above until the related Directing Holder shall fail to disapprove such revised Asset Status Report in writing
within 10 Business Days of receiving such revised Asset Status Report (but, if the Controlling Class Representative is the related
Directing Holder, only if a Control Termination Event does not exist and only if an Excluded Mortgage Loan is not involved) or
until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection is not in the best
interests of all the Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) (as a collective whole
as if such Certificateholders, and/or Serviced Companion Loan Holder(s), if applicable, constitute a single lender (and, in the
case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan)).
The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report,
provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. If the related
Directing Holder does not approve an Asset Status Report within 60 Business Days from the first submission thereof, the Special
Servicer shall take such action as directed by the related Directing Holder (but, if the Controlling Class Representative is the
related Directing Holder, only if a Control Termination Event does not exist and only if an Excluded Mortgage Loan is not involved),
provided such action does not violate the Servicing


 






    	-236-



    	 



    

  


Standard.
Notwithstanding the foregoing, if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged
Property or the interests of the Certificateholders and any related Serviced Companion Loan Holder(s), or if a failure to take
any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect
to the related Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer reasonably determines
in accordance with the Servicing Standard that failure to take such actions before the expiration of a 10 Business Day period
would materially and adversely affect the interest of the Certificateholders and any related Serviced Companion Loan Holder(s)
(if applicable) and the Special Servicer has made a reasonable effort to contact the related Directing Holder (during the period
that such Directing Holder has approval rights). The foregoing shall not relieve the Special Servicer of its duties to comply
with the Servicing Standard. To the extent that the Special Servicer received notice of an Excluded Controlling Class Mortgage
Loan (in the form of Exhibit M-1C or M-1D), any Asset Status Report or Excluded Information delivered with respect
to an Excluded Controlling Class Mortgage Loan shall be labeled by the Special Servicer with “Excluded Controlling Class
Mortgage Loan” followed by the loan number and loan name.


 


After the occurrence
and during the continuance of a Control Termination Event, the Special Servicer shall consult on a non-binding basis with the Operating
Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Operating
Advisor shall propose, by written notice, alternative courses of action within 10 days of receipt of each Asset Status Report to
the extent the Operating Advisor determines such alternatives to be in the best interest of the Certificateholders (including any
Certificateholders that were previously included in the Control Eligible Classes), as a collective whole as if such Certificateholders
constituted a single lender. In addition, after the occurrence and during the continuance of a Control Termination Event, but prior
to the occurrence and continuance of a Consultation Termination Event, the Special Servicer shall also consult on a non-binding
basis with the Controlling Class Representative in connection with each related Asset Status Report (other than any Asset Status
Report with respect to an Excluded Mortgage Loan) prior to finalizing and executing such Asset Status Report and the Controlling
Class Representative shall be permitted to propose alternative courses of action within 10 days of receipt of each Asset Status
Report (other than any Asset Status Report with respect to an Excluded Mortgage Loan). Furthermore, with respect to a Serviced
Loan Combination, at all times if and to the extent so provided in the related Co-Lender Agreement, any related Serviced Pari Passu
Companion Loan Holder (or its Companion Loan Holder Representative) shall be entitled to consult on a non-binding basis with the
Special Servicer and propose alternative courses of action in respect of any Asset Status Report; provided that, in the
case of a Serviced Outside Controlled Loan Combination, a related Serviced Pari Passu Companion Loan Holder (or its Companion Loan
Holder Representative) may be the related Outside Controlling Note Holder. The Special Servicer shall consider any such proposals
from (a) the Operating Advisor (during the continuance of a Control Termination Event) (b) the Controlling Class Representative
(during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination
Event and only with respect to any Serviced Loan that is not an Excluded Mortgage Loan) or (c) with respect to any Serviced Companion
Loan, any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) (if and when provided
in the related Co-Lender Agreement), as applicable, and determine whether any changes to its proposed Asset Status Report should
be


 






    	-237-



    	 



    

  


made, such determination being made in accordance with the Servicing Standard and the other terms of this Agreement. In the
event that the Operating Advisor, the Controlling Class Representative, the related Serviced Companion Loan Holder (or its Companion
Loan Holder Representative), or the related Outside Controlling Note Holder, as applicable, does not propose alternative courses
of action within 10 days after receipt of such Asset Status Report, the Special Servicer shall implement the Asset Status Report
as proposed by the Special Servicer.


 


Notwithstanding anything
to the contrary herein: (i) after the occurrence and during the continuance of a Consultation Termination Event, the Controlling
Class Representative shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with
respect to any matter set forth therein; (ii) after the occurrence and during the continuance of a Control Termination Event, the
Controlling Class Representative shall have no right to consent or object to any Asset Status Report under this Section 3.21(b);
and (iii) from and after the Closing Date, the Controlling Class Representative shall have no right to receive any Asset Status
Report related to an Excluded Mortgage Loan or otherwise to consent or object thereto under this Section 3.21(b) or consult
with the Special Servicer with respect to any matter set forth therein.


 


(c)          Subject
to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer shall have
the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the most recent
Asset Status Report for the related Mortgage Loan.


 


(d)          Upon
request of any Certificateholder (or any Beneficial Owner, if applicable, which shall have provided the Certificate Administrator
with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request
a copy of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling Class Holder
shall not be provided with any Final Asset Status Report (or copy thereof) with respect to any Excluded Controlling Class Mortgage
Loan with respect to which such Excluded Controlling Class Holder is a Borrower Party.


 


(e)          Prior
to the occurrence and continuance of a Control Termination Event, the Special Servicer shall deliver to the Operating Advisor only
each related Final Asset Status Report.


 


(f)          Notwithstanding
the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the Operating Advisor, any
Serviced Companion Loan Holder, any Companion Loan Holder Representative or the related Directing Holder that would require or
cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special
Servicer to violate provisions of this Agreement, require or cause the Special Servicer to violate the terms of any Mortgage Loan
or Serviced Loan Combination, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors
or agents to any claim, suit or liability, cause either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail
to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of any Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement. In addition, the


 






    	-238-



    	 



    

  


Special Servicer is under no obligation to act
upon any recommendation of the Operating Advisor.


 


Section 3.22     Transfer
of Servicing Between Master Servicer and Special Servicer; Record Keeping. 


 


(a)          Upon
determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice
thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination), the Operating
Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance of a
Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider and shall promptly deliver a copy
of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and
shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents
constituting the Mortgage File, but including copies thereof) and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special Servicer to enable it
to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its reasonable
efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced Loan became a Specially Serviced
Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan until the Special Servicer
has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer of the Servicing
File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related
Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master Servicer shall
forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall
send such notice to the related Mortgagor.


 


Upon determining that
a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master
Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related
Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage
Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement,
the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such
Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced
Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master
Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In
addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer,
upon such determination, the Special Servicer shall instruct the related Mortgagor to remit all payments in respect of such Specially
Serviced Loan directly to the Master Servicer.


 






    	-239-



    	 



    

  


(b)          In
servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within
the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the
possession of the Special Servicer) and copies of any additional related Serviced Loan information, including correspondence with
the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer as
well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)          Notwithstanding
the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special Servicer and the Operating Advisor
with any information reasonably required by the Special Servicer or the Operating Advisor to perform its duties under this Agreement
to the extent such information is within the Master Servicer’s possession. Upon request, the Special Servicer shall provide
the Master Servicer and the Operating Advisor with any information reasonably required by the Master Servicer or the Operating
Advisor to perform its duties under this Agreement to the extent such information is within the Special Servicer’s possession.


 


Section 3.23     Interest Reserve Account.
The Certificate Administrator shall establish and maintain the Interest Reserve Account in the Certificate Administrator’s
name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve Account shall be established and
maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date occurring in January (except during
a leap year) or February (commencing in 2016) (unless, in either such case, the related Distribution Date is the final Distribution
Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account, in respect
of all the Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days in the related month,
an amount equal to one day’s interest at the related Mortgage Rate, less the Administrative Cost Rate, on the Stated Principal
Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which
such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On or prior
to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar
year, the Certificate Administrator shall transfer to the Lower-Tier Distribution Account the aggregate of all Withheld Amounts
on deposit in the Interest Reserve Account.


 


Section 3.24      Modifications,
Waivers and Amendments. 


 


(a)          (i)
With respect to Performing Serviced Loans, the Master Servicer (subject to the Special Servicer’s consent if the related
modification, waiver or amendment constitutes a Special Servicer Decision or Major Decision), or (ii) with respect to Specially
Serviced Loans, the Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor (if any),
any applicable consent and/or consultation rights of the related Directing Holder (if any) and, to the extent required in accordance
with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion Loan Holder (or its
Companion Loan Holder Representative), may modify, waive or amend any term of any


 






    	-240-



    	 



    

  


Serviced Loan if such modification, waiver or
amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of
such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to
fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter
J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon either Trust REMIC or the Trust Fund
(including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2) and the tax
on contributions to a REMIC set forth in Code Section 860G(d), but not including the tax on “net income from foreclosure
property” under Code Section 860G(c)). The Master Servicer and the Special Servicer may rely on an Opinion of Counsel with
respect to the determination described in clause (B) of the immediately preceding sentence.


 


In addition, with respect
to Performing Serviced Loans, prior to taking any action with respect to any modification, waiver, amendment, consent or other
action that constitutes a Major Decision (or making a determination not to take action with respect to a Major Decision) or a Special
Servicer Decision, the Master Servicer shall (a) send a copy of the request to the Special Servicer and obtain the consent of the
Special Servicer (provided that such copy of the request may be sent to the Special Servicer at the same time as the written recommendation
and analysis described in clause (b) below is provided to the Special Servicer) and (b) review the proposed transaction and make
and submit its written recommendation and analysis to the Special Servicer with all information reasonably available to the Master
Servicer that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases the Special
Servicer will be entitled to approve or disapprove such modification, waiver, amendment, consent or other action. In each case,
to the extent any modification, waiver, amendment, consent or other action constitutes a Major Decision, the Special Servicer shall
obtain the consent of the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved
and a Control Termination Event does not exist), as applicable. The Special Servicer shall also obtain the consent of the related
Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative
(if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, with respect to any
modification, waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Specially Serviced
Loan.


 


No modification, waiver
or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with respect thereto, in each
case, in a manner that materially and adversely affects the rights, duties and obligations of the Special Servicer shall be permitted
without the prior written consent of the Special Servicer.


 


With respect to any Specially
Serviced Loan, the Special Servicer shall process any modification, waiver, amendment, consent or other action that constitutes
a Major Decision or Special Servicer Decision.


 


When the Special Servicer’s
consent is required with respect to any modification, waiver, amendment, consent or other action with regard to any Performing
Serviced Loan, the Master Servicer shall promptly provide the Special Servicer with written notice of its request for


 






    	-241-



    	 



    

  


such modification,
waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and
any and all information in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with
respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and
in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the
consultation rights of the Operating Advisor, the consent and/or consultation rights of the related Directing Holder and/or the
consultation rights of any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) to approve or disapprove
such modification, waiver, amendment, consent or other action. Subject to Section 3.09 of this Agreement, the Special Servicer
shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender
Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with
respect to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written
analysis and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification,
waiver, amendment, consent or other action and, prior to the end of such 15 Business Day period or such longer period if required
by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special
Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
or the Controlling Class Representative (if any other Serviced Loan(s) are involved and a Control Termination Event does not exist),
as applicable, of such request for approval of each such modification, waiver, amendment, consent or other action that constitutes
a Major Decision and provide its written analysis and recommendation with respect thereto. Following such notice, the related Outside
Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class Representative
(if any other Serviced Loan(s) are involved and a Control Termination Event does not exist), as applicable, shall have 10 Business
Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) from the date it receives from the Special
Servicer the recommendation and analysis of the Master Servicer or the Special Servicer, as applicable, and any other information
it may reasonably request (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related
Co-Lender Agreement) to approve any recommendation of the Special Servicer or the Master Servicer relating to any request for approval.
In any such event, if the related Directing Holder does not respond to a request for approval by 5:00 p.m. on the 10th Business
Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement)
or 20th day, as applicable, after receipt of the applicable recommendation and analysis and other requested information as set
forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation approved
by the related Directing Holder, and if the Special Servicer does not respond to a request for approval within the required 15
Business Days (or, with respect to a Serviced Loan Combination, such longer time period if required by the related Co-Lender Agreement)
or 60 days (with respect to an Acceptable Insurance Default), as applicable, the Master Servicer may deem its recommendation approved
by the Special Servicer. With respect to any Performing Serviced Loan, the Master Servicer, without the consent or consultation
of the Special Servicer, the Operating Advisor and/or the Directing Holder, shall determine whether to consent to or approve any
request by the related Mortgagor with respect to any action that is not (1) a Major Decision,


 






    	-242-



    	 



    

  


(2) a Special Servicer Decision or
(3) an action with respect to which the Special Servicer’s consent is required pursuant to Section 3.09 of this Agreement.


 


(b)          All
modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent with
the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing
the related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the Trustee, the Certificate
Administrator, the Depositor, any related Serviced Companion Loan Holder, any related Outside Controlling Note Holder, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating Advisor (after
the occurrence and during the continuance of a Control Termination Event) and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification,
waiver or amendment of any term of any Serviced Loan and the date thereof, and shall deliver a copy to the Trustee, any related
Serviced Companion Loan Holder (which, in the case of a Serviced Companion Loan that has been included in an Other Securitization
Trust, shall be deemed to be the related master servicer under the related Other Pooling and Servicing Agreement, unless the notifying
party has received written notice otherwise), any related Outside Controlling Note Holder, the Controlling Class Representative
(prior to the occurrence and continuance of a Consultation Termination Event) and the Operating Advisor (after the occurrence and
during the continuance of a Control Termination Event) and an original to the Trustee or the Custodian of the recorded agreement
relating to such modification, waiver or amendment within 15 Business Days following the execution and recordation thereof. For
the avoidance of doubt, the requirement with respect to the delivery of assumption or substitution agreements shall be governed
by Section 3.09.


 


(c)          Subject
to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating Agency Confirmation
pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining a Rating
Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation. The Rating Agency
Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan Agreement or, if not
so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)          Promptly
after any Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall request from
the Certificate Administrator the name of the current Controlling Class Representative and, if applicable, shall request from the
Master Servicer the name of the current related Serviced Companion Loan Holder. Upon receipt of the name of such current Controlling
Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative
that such Mortgage Loan became a Specially Serviced Loan. Upon receipt of the name of such current related Serviced Companion Loan
Holder from the Master Servicer, the Special Servicer shall notify the related Serviced Companion Loan Holder that the related
Serviced Loan Combination became a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the
name of the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself
as such to the Certificate


 






    	-243-



    	 



    

  


Administrator; provided that if the Controlling Class Representative is determined pursuant to
the proviso in the definition of “Controlling Class Representative”, then (i) the Certificate Administrator shall determine
which Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate
Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling
Class, and the Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense
of the Trust Fund.


 


(e)          [Reserved].


 


(f)           The
Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification, extension,
waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the terms of
this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional services
performed in connection with such request and any related costs and expenses incurred by it; provided that the charging
of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).


 


(g)          Notwithstanding
anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)          extend
the Maturity Date of a Serviced Loan beyond a date that is 3 years prior to the Rated Final Distribution Date; or


 


(ii)          if
the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years
or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, 10
years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by the related
Mortgagor.


 


(h)          In
connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage
or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or
condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or
require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value
ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the
remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Serviced Mortgage Loan,
then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern
value, if any. In connection with approving any such release or taking, the Master Servicer or Special Servicer, as applicable,
shall calculate the loan-to-value ratio in a manner consistent with the prior sentence, and if such calculation is greater than
125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal in an amount equal to or greater
than a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions


 






    	-244-



    	 



    

  


unless the related Mortgagor
provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified Mortgage.


 


(i)          If
and to the extent that the Trust, as holder of an Outside Serviced Trust Loan, is entitled to exercise any consent and/or consultation
rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable Outside Servicing
Agreement, such consent and/or consultation rights shall be exercised by the Controlling Class Representative (if no Control Termination
Event has occurred and is continuing and such Outside Serviced Trust Loan is not an Excluded Mortgage Loan) or the Special Servicer
(if a Control Termination Event has occurred and is continuing or such Outside Serviced Trust Loan is an Excluded Mortgage Loan),
in each case in accordance with Section 3.01(i). The Master Servicer shall forward any requests received from the Outside
Servicer or the Outside Special Servicer, as applicable, for such consent and/or consultation to the Special Servicer (who shall
forward any such request to the Controlling Class Representative except if a Control Termination Event has occurred and is continuing
or if such Outside Serviced Trust Loan is an Excluded Mortgage Loan), and the Master Servicer shall have no right or obligation
to exercise any such consent or consultation rights.


 


Section 3.25     Additional
Obligations With Respect to Certain Mortgage Loans.


 


(a)          With
respect to each Mortgage Loan (other than an Outside Serviced Trust Loan) with a Stated Principal Balance in excess of $35,000,000,
in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special Servicer,
as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and shall condition
its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


(b)          With
respect to any Mortgage Loan (other than an Outside Serviced Trust Loan), if any mezzanine loan is directly or indirectly secured
by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing Serviced
Loan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major Decision)
or the Special Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance of the particular
would constitute a Special Servicer Decision or a Major Decision) shall perform the obligations of the Trust, as holder of the
related Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.


 


Section 3.26     Certain
Matters Relating to the Outside Serviced Trust Loans.


 


With respect to each
Outside Serviced Trust Loan, in the event that any of the related Outside Trustee, the related Outside Servicer or the related
Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing Agreement, the Master
Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside Trustee, the related
Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable promptness following
request therefor by a party to the applicable Outside Servicing Agreement.


 






    	-245-



    	 



    

  


Section 3.27     Additional
Matters Regarding Advance Reimbursement.


 


(a)          Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account,
the Master Servicer, the Special Servicer or the Trustee, at its own option and in its sole discretion, as applicable, instead
of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a)(ii)(B) of
this Agreement immediately, may elect to refrain from obtaining such reimbursement for some or all such portion of the Nonrecoverable
Advance during the one-month Prepayment Period ending on the then-current Determination Date, for successive one-month periods
for a total not to exceed 12 months; provided that any deferral in excess of 6 months shall be subject to the consent of
the Controlling Class Representative (or, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan
Combination, the related Outside Controlling Note Holder) (unless, if the Controlling Class Representative is the consenting party,
a Control Termination Event has occurred and is continuing, in which case the Controlling Class Representative must be consulted
with unless a Consultation Termination Event has occurred and is continuing). If the Master Servicer, the Special Servicer or the
Trustee makes such an election in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion option
to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be reimbursable pursuant
to Section 3.06(a)(ii)(B) of this Agreement). In connection with a potential election by the Master Servicer, the Special
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the
one-month Prepayment Period ending on the related Determination Date for any Distribution Date, the Master Servicer, the Special
Servicer or the Trustee shall further be authorized to wait for principal collections to be received before making its determination
of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof) until the end of such Prepayment
Period; provided, however, if, at any time the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines that the reimbursement of a Nonrecoverable Advance during a one-month Prepayment Period will exceed the full amount
of the principal portion of general collections deposited in the Collection Account for such Distribution Date, then the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 11.13 of this Agreement, give the Rating Agencies at least 15 days’ notice prior to any
reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans
unless (1) the Master Servicer, the Special Servicer or the Trustee, as applicable, determines in its sole discretion that waiting
15 days after such a notice could jeopardize the Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes
known to the Master Servicer, the Special Servicer or the Trustee, as applicable, that could affect or cause a determination of
whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (1) above, or (3) the Master Servicer or the Special Servicer, as applicable, has not timely received from the Trustee
information requested by the Master Servicer or the Special Servicer, as applicable, to consider


 






    	-246-



    	 



    

  


in determining whether to defer
reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special
Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 11.13 of this Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable
Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in
such circumstances. Subject to Section 11.13 of this Agreement, the Master Servicer, the Special Servicer or the Trustee,
as applicable, shall have no liability for any loss, liability or expense resulting from any notice provided to Rating Agencies
contemplated by the immediately preceding sentence. Any election by the Master Servicer, the Special Servicer or the Trustee to
refrain from reimbursing itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof with respect
to any Collection Period shall not be construed to impose on the Master Servicer, the Special Servicer or the Trustee any obligation
to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election) with respect
to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master Servicer, the Special Servicer
or the Trustee to otherwise be reimbursed for such Nonrecoverable Advance immediately (together with interest thereon). Any such
election by the Master Servicer, the Special Servicer or the Trustee shall not be construed to impose any duty on any other such
party to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election).
Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance
or portion thereof with respect to any one or more Prepayment Periods shall not limit the accrual of interest on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the Special
Servicer, the Trustee or the other parties to this Agreement will have any liability to one another or to any of the Certificateholders
for any such election that such party makes to refrain or not to refrain from reimbursing itself as contemplated by this paragraph
or for any losses, damages or other adverse economic or other effects that may arise from such an election nor will such election
constitute a violation of the Servicing Standard or any duty under this Agreement. The Master Servicer’s, the Special Servicer’s
or the Trustee’s, as applicable, election, if any, to defer reimbursement of such Nonrecoverable Advances as set forth above
is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer, the
Special Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall give the Master Servicer,
the Special Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance if there are principal collections
then available in the Collection Account pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable
Advance for an aggregate period exceeding 12 months.


 


(b)          If
the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance is required
to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge of the failure,
to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business Days, to make the
Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 






    	-247-



    	 



    

  


Section 3.28     Serviced
Companion Loan Intercreditor Matters.


 


(a)          If,
pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage Loan that relates to
a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the subsequent holder thereof
shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations of the holder of the
Note that represents the related Mortgage Loan under such Co-Lender Agreement. All portions of the related Mortgage File and (to
the extent provided under the related Loan Purchase Agreement) other documents pertaining to such Mortgage Loan shall be endorsed
or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity as the holder of the
Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution) and (except for the actual
Note) on behalf of the holder of the Note that represents the Serviced Companion Loan. Thereafter, such Mortgage File shall be
held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed thereby for the benefit thereof,
on behalf of itself and the holder of the related Serviced Companion Loan as their interests appear under the related Co-Lender
Agreement. If the related Servicing File is not already in the possession of such party, it shall be delivered to the master servicer
or special servicer, as the case may be, under any separate servicing agreement for the Serviced Loan Combinations.


 


(b)          With
respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Serviced Companion
Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Companion Loan
Holder or its Companion Loan Holder Representative or is exercisable in conjunction with any related Serviced Companion Loan Holder,
then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise such right or (ii)
to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative, as applicable,
shall be required to exercise such right in conjunction with any related Serviced Companion Loan Holder or its Companion Loan Holder
Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or
Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent of the holder of any Serviced
Companion Loan or its Companion Loan Holder Representative with respect to any matters with respect to the servicing of such Serviced
Companion Loan to the extent required under related Co-Lender Agreement and shall not take such actions requiring consent of or
consultation with the Serviced Companion Loan Holder or its Companion Loan Holder Representative without such consent or consultation.
In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports
and notices to the Serviced Companion Loan Holder or its Companion Loan Holder Representative (or the master servicer or special
servicer for the related Other Securitization Trust on behalf of the Serviced Companion Loan Holder) as required under the Co-Lender
Agreement.


 


(c)          With
respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis a statement
setting forth, to the extent applicable to such Serviced Loan Combination:


 






    	-248-



    	 



    

  


(i)           (A)
the amount of the distribution from the related Loan Combination Custodial Account allocable to principal and (B) separately identifying
the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor or other
principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and
information on distributions made with respect to the related Serviced Loan Combination;


 


(ii)          the
amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Loan Combination;


 


(iii)         the
amount of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest, principal
and other amounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full amount that
would be distributable to such Serviced Companion Loan Holder if there were sufficient amounts available therefor, the amount of
the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the related
Serviced Loan Combination;


 


(iv)        the
principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving effect to the
distribution of principal on the most recent Distribution Date; and


 


(v)         the
amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not later than each Distribution
Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion Loan Holder (or the master servicer
or special servicer for the related Other Securitization Trust on its behalf) by electronic means (which includes posting such
information pursuant to the applicable CREFC® reports on the Master Servicer’s website) and by such other means of delivery
as required under the related Co-Lender Agreement.


 


(d)          If
any Serviced Companion Loan becomes the subject of an Asset Review pursuant to the related Other Pooling and Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the related Other Asset
Representations Reviewer or any other party to the related Other Pooling and Servicing Agreement in connection with such Asset
Review by providing the related Other Asset Representations Reviewer or such other requesting party with any documents and information
reasonably requested by the related Other Asset Representations Reviewer or such other requesting party, but only to the extent
such documents and/or information are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian,
as the case may be.


 






    	-249-



    	 



    

  


Section 3.29     Appointment
and Duties of the Operating Advisor.


 


(a)          Park
Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor.


 


(b)          The
Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in respect of
Specially Serviced Loans, consult with the Special Servicer and perform each other obligation of the Operating Advisor as set forth
in this Agreement solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders
(as a collective whole as if such Certificateholders (and, with respect to any Serviced Pari Passu Loan Combination, any related
Serviced Pari Passu Companion Loan Holder(s)) constituted a single lender), and not any particular Class of Certificateholders,
as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment (the “Operating Advisor
Standard”). The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or any
other Person in connection with this Agreement.


 


(c)          Prior
to the occurrence and continuance of a Control Termination Event, the Operating Advisor shall promptly review (i) all information
available to Privileged Persons on the Certificate Administrator’s Website with respect to the Special Servicer, assets on
the CREFC® Servicer Watch List and the applicable Specially Serviced Loans and (ii) each related Final Asset Status
Report.


 


(d)          (i)
After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review the Special
Servicer’s operational practices in light of the Servicing Standard and the requirements of this Agreement, with respect
to the resolution and/or liquidation of the applicable Specially Serviced Loan(s).


 


(ii)          After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any
annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.08
and Section 10.09 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to
Section 10.10 of this Agreement, any Asset Status Report and other information (other than any communications between the
related Directing Holder or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable, and
the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer, the Operating
Advisor shall (if any applicable Serviced Mortgage Loan(s) were Specially Serviced Loan(s)s during the prior calendar year) prepare
and deliver to the Depositor, the Rule 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report
on the Rule 17g-5 Information Provider’s Website), the Trustee and the Certificate Administrator (which shall promptly post
such Operating Advisor Annual Report on the Certificate Administrator’s Website), within 120 days of the end of the prior
calendar year an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit
R of this Agreement (which form may be modified or altered as to either its organization or content by the Operating Advisor,
subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that in no
event shall the information or any other content included in the


 






    	-250-



    	 



    

  


Operating Advisor Annual Report contravene any provision of this
Agreement) setting forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under
this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of such
Specially Serviced Loan(s) and with respect to each Asset Status Report delivered to the Operating Advisor by the Special Servicer
during the prior calendar year. Subject to the restrictions in this Agreement, including, without limitation, Section 3.29(b)
of this Agreement, each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing
Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation
of the applicable Specially Serviced Loan(s), and (B) comply with all of the confidentiality requirements applicable to the Operating
Advisor described in this Agreement. In the event a lack of access to Privileged Information limits or prohibits the Operating
Advisor from performing its duties under this Agreement, the Operating Advisor shall not, in either case, be subject to any liability
arising from its lack of access to Privileged Information. Such Operating Advisor Annual Report shall be delivered to the Trustee,
the Certificate Administrator, the Rule 17g-5 Information Provider and the Depositor, and the Certificate Administrator and the
Rule 17g-5 Information Provider shall promptly, upon receipt, post such Operating Advisor Annual Report on the Certificate Administrator’s
Website and the Rule 17g-5 Information Provider’s Website, respectively; provided, however, that the Operating
Advisor shall deliver to the Special Servicer, the Controlling Class Representative (if a Serviced Loan other than a Serviced Outside
Controlled Loan Combination is addressed and a Consultation Termination Event does not exist) and the related Outside Controlling
Note Holder (if a Serviced Outside Controlled Loan Combination is addressed), any annual report produced by the Operating Advisor
at least ten (10) calendar days prior to its delivery to the Depositor, the Trustee and the Certificate Administrator. The Operating
Advisor may, but shall not be obligated to, revise the Operating Advisor Annual Report based on any comments received from the
Special Servicer or the Controlling Class Representative. No Operating Advisor Annual Report shall be required from the Operating
Advisor with respect to the Special Servicer if during the prior calendar year no Asset Status Report was prepared by the Special
Servicer in connection with a Specially Serviced Loan or REO Property. Only as used in connection with the Operating Advisor Annual
Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate
to the resolution and liquidation of Specially Serviced Loans, taking into account the Special Servicer’s specific duties
under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with
reasonable consideration by the Operating Advisor of any annual compliance statement and any assessment of compliance delivered
to the Operating Advisor pursuant to Section 10.08 and Section 10.09 of this Agreement, as applicable, any attestation
report delivered to the Operating Advisor pursuant to Section 10.10 of this Agreement, any Asset Status Report and other
information (other than any communications between the related Directing Holder or any Serviced Companion Loan Holder (or its Companion
Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer pursuant to this Agreement.


 






    	-251-



    	 



    

  


(e)          Prior
to the occurrence and continuance of a Control Termination Event, the Special Servicer shall forward any Appraisal Reduction Amount
with respect to, and net present value calculations used in the Special Servicer’s determination of the course of action
to be taken in connection with the workout or liquidation of, a Specially Serviced Loan, to the Operating Advisor after such calculations
have been finalized. The Operating Advisor shall review such calculations but may not opine on, or otherwise call into question
such Appraisal Reduction Amount and/or net present value calculations; provided, however, if the Operating Advisor
discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and
the related Directing Holder (if the related Directing Holder is not a Borrower Party with respect to the related Specially Serviced
Loan) of such error.


 


(f)            After
the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization by
the Special Servicer of any of the calculations with respect to an applicable Specially Serviced Loan related to (i) Appraisal
Reduction Amounts or (ii) net present value used in the Special Servicer’s determination of the course of action to be taken
in connection with the workout or liquidation of such Specially Serviced Loan, the Special Servicer shall forward such calculations,
together with any supporting material or additional information necessary in support thereof (including such additional information
reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any
Privileged Information), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing
such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


In connection with this
Section 3.29, in the event the Operating Advisor does not agree with the mathematical calculations or the application of
the non-discretionary portions of the applicable formulas required to be utilized for such calculation, the Operating Advisor and
the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the applicable formulas in arriving at those mathematical calculations or any disagreement
within five (5) Business Days of delivery of such calculations to the Operating Advisor. In the event the Operating Advisor and
Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period,
the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator
shall determine which calculation is to apply. In making such determination, the Certificate Administrator may hire an independent
third-party to assist with any such calculation at the expense of the Trust Fund.


 


(g)          After
the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall consult (on a non-binding
basis) with the Operating Advisor in connection with any Major Decision with respect to a Serviced Mortgage Loan and consider alternative
actions recommended by the Operating Advisor, but only to the extent consultation with, or consent of, the Controlling Class Representative
would have been required prior to the


 






    	-252-



    	 



    

  


occurrence and continuance of such Control Termination Event with respect to such Serviced
Mortgage Loan; provided that the Operating Advisor may consult regarding a Serviced Outside Controlled Loan Combination
only if and to the extent that the holder of the related Split Mortgage Loan is granted consultation rights under the related Co-Lender
Agreement.


 


(h)          Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports or actions by the
Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in
any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the terms of Section
4.02(a) of this Agreement.


 


(i)           Subject
to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information
received from the Special Servicer, the related Directing Holder or any related Serviced Companion Loan Holder (or its Companion
Loan Holder Representative) in connection with the exercise of the rights of the related Directing Holder or such related Serviced
Companion Loan Holder under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information.


 


(j)           The
Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any
Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly required
by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged Information
or (2) pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor will be permitted to
share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably necessary
to perform the Operating Advisor’s obligations under this Agreement and provided such Affiliates and subcontractors of the
Operating Advisor agree in writing prior to their receipt of such Privileged Information to be bound by the same confidentiality
provisions applicable to the Operating Advisor described in this Agreement and a copy of such agreement is provided to the parties
hereto. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that
such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written
consent of the Special Servicer, any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is involved) and, unless a Consultation Termination Event has occurred and is continuing, the Controlling Class Representative
other than pursuant to a Privileged Information Exception.


 


(k)          On
each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on
deposit in the Collection Account, pursuant to Section 3.06 of this Agreement. In addition, the Operating Advisor Consulting
Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has consultation
rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the
Collection Account as


 






    	-253-



    	 



    

  


provided in Section 3.06 of this Agreement, but with respect to the Operating Advisor Consulting Fee
only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating Advisor
has consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as
applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating
Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to the extent not prohibited
by the related Loan Documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating
Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with
the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect
to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master
Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction.


 


(l)          In
no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.


 


Section 3.30     Rating
Agency Confirmation.


 


(a)          Notwithstanding
the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents or this Agreement
requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”)
required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating
Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted to the Rule 17g-5 Information
Provider’s Website, any Rating Agency has not granted such request, rejected such request or provided a Rating Agency Declination,
then (i) such Requesting Party shall promptly request the related Rating Agency Confirmation again, and (ii) if there is no response
to such second Rating Agency Confirmation request from the applicable Rating Agency within five (5) Business Days of such second
request, whether in the form of granting or rejecting such Rating Agency Confirmation request or providing a Rating Agency Declination,
then: (x) with respect to any condition in any Loan Document or related intercreditor agreement or Co-Lender Agreement requiring
a Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than
as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the
Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and
REO Properties), as applicable) shall determine (with the consent of the related Directing Holder, unless, in the case of the Controlling
Class Representative, a Control Termination Event has occurred and is continuing (but in each case only in the case of actions
that would otherwise be Major Decisions), which consent shall be pursued by the Special Servicer and deemed given if the related
Directing Holder does not respond within seven (7) Business Days of receipt of a request from the Special Servicer to consent to
the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance with the Servicing
Standard, except as provided in Section 3.30(b), whether or not such action would be in accordance with the Servicing Standard,
and if the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer


 






    	-254-



    	 



    

  


or the Special Servicer,
as applicable) makes such determination, then the requirement to obtain a Rating Agency Confirmation shall not apply; (y) with
respect to a replacement of the Master Servicer or the Special Servicer, such condition shall be considered satisfied if: (1) in
the case that Moody’s is the non-responding Rating Agency, (a) the applicable replacement master servicer or special servicer,
as applicable, has confirmed in writing that it was appointed to act as the master servicer or special servicer, as applicable,
on a transaction level basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s
rated one or more classes of securities and one or more of such classes of securities are still outstanding and rated by Moody’s
and (b) Moody’s has not cited servicing concerns of the applicable replacement master servicer or special servicer, as applicable,
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction
serviced by the applicable servicer prior to the time of determination; (2) the applicable replacement master servicer has a master
servicer rating of at least “CMS3” from Fitch or the applicable replacement special servicer has a special servicer
rating of at least “CSS3” from Fitch, if Fitch is the non-responding Rating Agency; and (3) KBRA has not cited servicing
concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other commercial mortgage backed securitization transaction serviced by the applicable servicer prior to the
time of determination, if KBRA is the non-responding Rating Agency, as applicable; and (z) with respect to a replacement or successor
of the Operating Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so long
as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other commercial mortgage-backed securities transaction with respect to which the
replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material reasonably necessary for the Rating Agency to process such
request, subject to Section 11.13. Such written Rating Agency Confirmation request shall be provided in electronic format
in accordance with Section 11.13(b) and the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor
or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance
with Section 11.13(b).


 


Promptly following the
Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s or the Special
Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a) without receiving any
required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall
provide electronic written notice in accordance with Section 11.13(b) of the action taken for the particular item at such
time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, shall be required to send
the


 






    	-255-



    	 



    

 





Rating Agency Confirmation request to the Rating Agencies in accordance with Section 11.13(b).


 


(b)          For
the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral
acceptable for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation
requirement in the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x) by
the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to Performing
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable), provided
that the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall in any event review the other conditions required under the related Loan Documents
with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)          For
all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to proceed unless
the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)          With
respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the
servicing and administration of any or all of the related Serviced Loans or any related REO Property (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the Master
Servicer and the Special Servicer on, and will be deemed satisfied or not to apply on, the same terms and conditions applicable
to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master Servicer or Special
Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to
one or more of its counterparts (i.e., the master servicer or special servicer, as applicable), the Rule 17g-5 Information Provider’s
counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the Master Servicer
or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense
of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format as the sender and
recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least two (2) Business Days
before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded to the Rule 17g-5 Information


 






    	-256-



    	 



    

 


Provider under
this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately
the same time that such materials are forwarded to the Rule 17g-5 Information Provider, and (iii) any other materials that the
applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


 


(e)          Each
of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special
Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the
certificate administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust, in each
case to the extent known to it.


 


Section 3.31     General
Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its acceptance of its
Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict with those of Holders
of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests; (iii) no Companion
Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion Loan Holder shall have any liability
whatsoever for having so acted in its own interests, and no Certificateholder may take any action whatsoever against any Companion
Loan Holder or any director, officer, employee, agent or principal thereof for such Companion Loan Holder’s having so acted
in its own interests.


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     Distributions.


 


(a)          (i)
On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the first paragraph
of Section 4.06(a) of this Agreement. On each Master Servicer Remittance Date in March of any calendar year, the Certificate
Administrator shall withdraw from the Interest Reserve Account the related Withheld Amounts pursuant to Section 3.23 of
this Agreement, and shall deposit any such amounts in the Lower-Tier Distribution Account. On each Distribution Date, the amounts
that have been transferred to the Lower-Tier Distribution Account from the Collection Account or as P&I Advances or Compensating
Interest Payments or pursuant to the preceding two sentences shall be deemed distributed on the Lower-Tier Regular Interests to
the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and Section 4.01(c)(ii) of this Agreement. Thereafter,
such amounts shall be considered to be held in the Upper-Tier Distribution Account until distributed to the Certificateholders.


 


(ii)        All
distributions made in respect of interest on any Class of Regular Certificates (other than the Class X Certificates) and any Class
PEZ Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section 9.01
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding
Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of interest on any
Class


 






    	-257-



    	 



    

  


of the Class X Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d) or Section
9.01, and allocable to any particular Component of such Class of Certificates in accordance with the last paragraph of Section
4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of such
Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect of principal of any Class of Regular
Certificates (other than the Class X Certificates) and any Class PEZ Regular Interest on each Distribution Date pursuant to Section
4.01(b), Section 4.01(d) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC
to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto.
All distributions of reimbursements of Realized Losses made in respect of any Class of Regular Certificates (other than the Class
X Certificates) and any Class PEZ Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(d)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
of its Corresponding Lower-Tier Regular Interest. For the avoidance of doubt, (i) payments of interest and principal, and reimbursements
of Realized Losses, on the Class A-S Certificates and the Class PEZ Component A-S of the Class PEZ Certificates under this Section
4.01 shall be deemed to have been first distributed in respect of the Class LA-S Interest to the Upper-Tier REMIC in respect
of the Class A-S Regular Interest, (ii) payments of interest and principal, and reimbursements of Realized Losses, on the Class
B Certificates and the Class PEZ Component B of the Class PEZ Certificates under this Section 4.01 shall be deemed to have
been first distributed in respect of the Class LB Interest to the Upper-Tier REMIC in respect of the Class B Regular Interest and
(iii) payments of interest and principal, and reimbursements of Realized Losses, on the Class C Certificates and the Class PEZ
Component C of the Class PEZ Certificates under this Section 4.01 shall be deemed to have been first distributed in respect
of the Class LC Interest to the Upper-Tier REMIC in respect of the Class C Regular Interest.


 


On each Distribution Date, the Class R
Certificates shall receive distributions of any amounts remaining in the Lower-Tier Distribution Account in respect of the Lower-Tier
Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests
in accordance with this Section 4.01(a)(ii) and Section 4.01(c)(ii).


 


(b)          On
each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account the amounts on deposit
in the Upper-Tier Distribution Account in respect of interest, principal and reimbursement of Realized Losses, to the extent of
Available Funds, and distribute such amounts to the Holders of each Class of Regular Certificates, to the Holders of the Class
R Certificates and to the Exchangeable Distribution Account in respect of the Class PEZ Regular Interests in the amounts and in
the order of priority set forth below:


 


(i)          to
the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B Certificates, in
respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts
for those Classes;


 






    	-258-



    	 



    

  


(ii)         to
the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates in reduction of the Certificate
Principal Amounts thereof in the following priority:


 


(A)          to
the Holders of the Class A-AB Certificates, in an amount equal to the lesser of the Principal Distribution Amount for such Distribution
Date and the amount necessary to reduce the aggregate Certificate Principal Amount of the Class A-AB Certificates to the Class
A-AB Scheduled Principal Balance for such Distribution Date;


 


(B)          to
the Holders of the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date remaining
after payments pursuant to clause (A) above until the outstanding Certificate Principal Amount of the Class A-1 Certificates has
been reduced to zero;


 


(C)          to
the Holders of the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date remaining
after payments pursuant to clauses (A) and (B) above until the outstanding Certificate Principal Amount of the Class A-2 Certificates
has been reduced to zero;


 


(D)          to
the Holders of the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date remaining
after payments pursuant to clauses (A) through (C) above until the outstanding Certificate Principal Amount of the Class A-3 Certificates
has been reduced to zero;


 


(E)           to
the Holders of the Class A-4 Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date remaining
after payments pursuant to clauses (A) through (D) above until the outstanding Certificate Principal Amount of the Class A-4 Certificates
has been reduced to zero; and


 


(F)           to
the Holders of the Class A-AB Certificates, in an amount equal to the Principal Distribution Amount for such Distribution Date
remaining after payments pursuant to clauses (A) through (E) above until the outstanding Certificate Principal Amount of the Class
A-AB Certificates has been reduced to zero;


 


(iii)         to
the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates, up to an amount equal to,
and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to reduce the Certificate Principal
Amount of each such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 






    	-259-



    	 



    

  


(iv)         to
the Exchangeable Distribution Account with respect to the Class A-S Regular Interest, in respect of interest, up to an amount equal
to the Interest Distribution Amount of the Class A-S Regular Interest;


 


(v)          to
the Exchangeable Distribution Account with respect to the Class A-S Regular Interest, in reduction of the Certificate Principal
Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount of the Class A-S
Regular Interest is reduced to zero;


 


(vi)         to
the Exchangeable Distribution Account with respect to the Class A-S Regular Interest, up to an amount equal to the aggregate of
unreimbursed Realized Losses previously allocated to reduce the Certificate Principal Amount of the Class A-S Regular Interest,
plus interest thereon at the Pass-Through Rate for the Class A-S Regular Interest compounded monthly from the date the related
Realized Loss was allocated to the Class A-S Regular Interest;


 


(vii)        to
the Exchangeable Distribution Account with respect to the Class B Regular Interest, in respect of interest, up to an amount equal
to the Interest Distribution Amount for the Class B Regular Interest;


 


(viii)       to
the Exchangeable Distribution Account with respect to the Class B Regular Interest, in reduction of the Certificate Principal Amount
thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such Principal
Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount of the Class B Regular Interest
is reduced to zero;


 


(ix)         to
the Exchangeable Distribution Account with respect to the Class B Regular Interest, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to reduce the Certificate Principal Amount of the Class B Regular Interest, plus interest
thereon at the Pass-Through Rate for the Class B Regular Interest compounded monthly from the date the related Realized Loss was
allocated to the Class B Regular Interest;


 


(x)          to
the Exchangeable Distribution Account with respect to the Class C Regular Interest, in respect of interest, up to an amount equal
to the Interest Distribution Amount for the Class C Regular Interest;


 


(xi)         to
the Exchangeable Distribution Account with respect to the Class C Regular Interest, in reduction of the Certificate Principal
Amount thereof, up to an amount equal to the Principal Distribution Amount for such Distribution Date less the portion of such
Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Principal Amount of the Class C
Regular Interest is reduced to zero;


 


(xii)        to
the Exchangeable Distribution Account with respect to the Class C Regular Interest, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to reduce the Certificate Principal Amount of the Class C Regular


 






    	-260-



    	 



    

  


Interest, plus interest
thereon at the Pass-Through Rate for the Class C Regular Interest compounded monthly from the date the related Realized Loss was
allocated to the Class C Regular Interest;


 


(xiii)       to
the respective Holders of the Class D and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro
rata in accordance with, the respective Interest Distribution Amounts for such Classes;


 


(xiv)       to
the Holders of the Class D Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the
Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xv)        to
the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xvi)       to
the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for
such Class;


 


(xvii)      to
the Holders of the Class E Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the
Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xviii)     to
the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xix)       to
the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for
such Class;


 


(xx)        to
the Holders of the Class F Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the
Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxi)       to
the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such


 






    	-261-



    	 



    

  


Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xxii)       to
the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for
such Class;


 


(xxiii)      to
the Holders of the Class G Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the
Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxiv)      to
the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class;


 


(xxv)       to
the Holders of the Class H Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount for
such Class;


 


(xxvi)      to
the Holders of the Class H Certificates, in reduction of the Certificate Principal Amount thereof, up to an amount equal to the
Principal Distribution Amount for such Distribution Date less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the Certificate Principal Amount thereof is reduced to zero;


 


(xxvii)     to
the Holders of the Class H Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated
to reduce the Certificate Principal Amount of such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date the related Realized Loss was allocated to such Class; and


 


(xxviii)    to
the Holders of the Class R Certificates in respect of the Upper-Tier REMIC Residual Interest, any amounts remaining in the Upper-Tier
Distribution Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments described
in priority (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal to the Principal Distribution
Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates,
pro rata, based on their respective Certificate Principal Amounts, in reduction of their respective Certificate Principal
Amounts (and the schedule for the Class A-AB principal distributions shall be disregarded). Any remaining Available Funds will
then be allocated as provided in priorities (iii) through (xxviii) above.


 






    	-262-



    	 



    

  


All distributions of
interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to clause (b)(i) above or Section
4.01(d), shall be deemed to have been made in respect of all the Components of such Class, pro rata in accordance with
the respective amounts of interest that would be payable on such Components on such Distribution Date based on one-twelfth of the
Class X Strip Rate of such Component multiplied by its respective Component Notional Amount, reduced by its share of any Excess
Prepayment Interest Shortfall for such Distribution Date, together with any amounts thereof remaining unpaid from previous Distribution
Dates.


 


(c)          (i)
On any Distribution Date, any Yield Maintenance Charge collected on the Mortgage Loans as of the related Determination Date (or,
in the case of any Outside Serviced Trust Loan(s), received hereunder as of the Business Day immediately preceding the related
Master Servicer Remittance Date) and on deposit in the Collection Account as of the close of business on the Business Day immediately
preceding the related Master Servicer Remittance Date will be distributed to the Holders of the respective Classes of Certificates
(excluding the Class X-D, Class E, Class F, Class G, Class H and Class R Certificates) as follows: (A) first such Yield
Maintenance charge shall be allocated between (x) the group (the “YM Group A”) of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-AB and Class X-A Certificates and the Class A-S Regular Interest (and correspondingly the Class
A-S and Class PEZ Certificates, pro rata based on their respective percentage interests in the Class A-S Regular Interest) and
(y) the group (the “YM Group B” and collectively with the YM Group A, the “YM Groups”) of
the Class X-B Certificates, the Class B Regular Interest (and correspondingly the Class B and Class PEZ Certificates, pro rata
based on their respective percentage interests in the Class B Regular Interest), the Class C Regular Interest (and correspondingly
the Class C and Class PEZ Certificates, pro rata based on their respective percentage interests in the Class C Regular Interest)
and the Class D Certificates, pro rata based on the aggregate amount of principal distributed with respect to the Classes
of Regular Certificates (other than the Class X Certificates) and Class PEZ Regular Interests in each YM Group on such Distribution
Date, and (B) then the portion of such Yield Maintenance Charge allocated to each YM Group shall be further allocated as among
the Classes of Regular Certificates and Class PEZ Regular Interests in such YM Group, in the following manner: (1) each Class of
Regular Certificates (other than the Class X Certificates) and each Class PEZ Regular Interest in such YM Group shall entitle the
applicable Certificateholders to receive on the applicable Distribution Date, on a pro rata basis according to entitlements,
that portion of such Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed
as principal to such Class of Regular Certificates or Class PEZ Regular Interest on such Distribution Date, and the denominator
of which is the total amount of principal distributed to all of the Regular Certificates (other than the Class X Certificates)
and Class PEZ Regular Interests in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal
Prepayment and such Class of Regular Certificates or Class PEZ Regular Interest and (z) the amount of such Yield Maintenance Charge
allocated to such YM Group, and (2) any Yield Maintenance Charges allocated to such YM Group collected during the related Prepayment
Period remaining after such distributions will be distributed to the Class of Class X Certificates in such YM Group.


 


On each Distribution
Date, any Yield Maintenance Charges distributed in respect of the Class A-S Regular Interest shall be further allocated between
and distributed on the


 






    	-263-



    	 



    




 


Class A-S Certificates and the Class PEZ Component A-S (and correspondingly on the Class PEZ Certificates),
pro rata in proportion to the Class A-S Percentage Interest and Class A-S-PEZ Percentage Interest, respectively. On each
Distribution Date, any Yield Maintenance Charges distributed in respect of the Class B Regular Interest shall be further allocated
between and distributed on the Class B Certificates and the Class PEZ Component B (and correspondingly on the Class PEZ Certificates),
pro rata in proportion to the Class B Percentage Interest and Class B-PEZ Percentage Interest, respectively. On each Distribution
Date, any Yield Maintenance Charges distributed in respect of the Class C Regular Interest shall be further allocated between and
distributed on the Class C Certificates and the Class PEZ Component C (and correspondingly on the Class PEZ Certificates), pro
rata in proportion to the Class C Percentage Interest and Class C-PEZ Percentage Interest, respectively.


 


Notwithstanding the foregoing
provisions of this Section 4.01(a), after the Distribution Date on which the Class X-A Notional Amount, the Class X-B Notional
Amount and the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates
and the Class PEZ Regular Interests have been reduced to zero, all Yield Maintenance Charges collected with respect to the Mortgage
Loans will be distributed to the Holders of the Class X-B Certificates.


 


(ii)          Any
Yield Maintenance Charge that is to be distributed to the Regular Certificates or Class PEZ Regular Interests on any Distribution
Date shall be deemed distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests
then receiving a principal distribution, pro rata, based on the respective amounts of those principal distributions.


 


(d)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess Liquidation Proceeds Reserve Account
and shall distribute such amounts in the following priority:


 


(i)           first,
to the Holders of the Regular Certificates and to the Exchangeable Distribution Account with respect to the Class PEZ Regular Interests
(in the same order as distributions are made pursuant to Section 4.01(b) of this Agreement) up to an amount equal to all
amounts remaining due and payable on the Regular Certificates and Class PEZ Regular Interests, and any Realized Loss allocable
to such Certificates or Class PEZ Regular Interests, after application of the Available Funds for such Distribution Date; and


 


(ii)          second,
to the Holders of the Class R Certificates, in accordance with the last sentence of Section 3.05(c) of this Agreement.


 


Amounts paid with respect
to the Mortgage Loans from the Excess Liquidation Proceeds Reserve Account pursuant to the preceding clause (i) shall first be
deemed to have been distributed to reimburse the Lower-Tier REMIC in respect of any Realized Losses or other shortfalls allocated
to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests in reimbursement of Realized Losses previously allocated
thereto and payment of other amounts due thereon.


 






    	-264-



    	 



    

  


(e)         On
each Distribution Date, following the deemed distributions of principal or in reimbursement of previously allocated Realized Losses
made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii), the Lower-Tier Principal Balance of
each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall be reduced as a result of Realized Losses
to equal the Certificate Principal Amount of its Corresponding Certificates that will be outstanding immediately following such
Distribution Date.


 


(f)          The
Certificate Principal Amount of each Class of Regular Certificates (other than the Class X Certificates) and each Class PEZ Regular
Interest will be reduced without distribution on any Distribution Date, as a write-off, to the extent of any Realized Loss (for
purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments of principal
collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.06
of this Agreement to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances)
allocated to such Class of Certificates or Class PEZ Regular Interest on such Distribution Date. On each Distribution Date, any
Realized Loss for such Distribution Date will be allocated to the following Classes of Regular Certificates and Class PEZ Regular
Interests in the following order, until the Certificate Principal Amount of each such Class of Certificates or Class PEZ Regular
Interest is reduced to zero: first, to the Class H Certificates; second, to the Class G Certificates; third,
to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the
Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based on
their respective percentage interests therein); seventh, to the Class B Regular Interest (and correspondingly, the Class
B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein); eighth,
to the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S, pro rata
based on their respective percentage interests therein); and, finally, pro rata to the (i) Class A-1 Certificates, (ii)
Class A-2 Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates and (v) Class A-AB Certificates based on their
respective Certificate Principal Amounts. Any amounts recovered in respect of any amounts previously written off as Realized Losses
will be distributed to the Classes of Certificates and Class PEZ Regular Interests to which Realized Losses have been allocated
in order of their seniority and shall be deemed to be distributed to the Corresponding Lower-Tier Regular Interests (and any amounts
so distributed on any Class PEZ Regular Interest shall be deemed to be distributed on the Class of Class A-S, Class B or Class
C Certificates corresponding to that Class PEZ Regular Interest and the corresponding Class PEZ Component of the Class PEZ Certificates,
pro rata based on their respective percentage interests in such Class PEZ Regular Interest). Reimbursement of previously allocated
Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in
the Certificate Principal Amount of the Class of Principal Balance Certificates or Class PEZ Regular Interest in respect of which
any such reimbursement is made. If and to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed
from principal collections on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Principal
Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related
to the Prepayment Period during which the recovery occurred) the amount of such recovery will be added to the Certificate Principal
Amount(s) of the Class or Classes of Regular Certificates (other than the Class X Certificates) and/or the Class PEZ Regular Interest(s)
that previously


 






    	-265-



    	 



    

  


were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b)
of this Agreement, in each case up to the lesser of the unallocated portion of such recovery and the amount of the unreimbursed
Realized Losses previously allocated to the subject Class of Certificates or Class PEZ Regular Interest, and the Interest Shortfall
with respect to each affected Class of Regular Certificates or Class PEZ Regular Interest for the next Distribution Date will be
increased by the amount of interest that would have accrued through the then current Distribution Date if the restored write-down
for such Class of Regular Certificates or Class PEZ Regular Interest had never been written down (and, to the extent that the Certificate
Principal Amount of, and any interest payable on, any Class of Regular Certificates or Class PEZ Regular Interest is so increased,
an identical increase shall be deemed made to the Lower-Tier Principal Balance of, and any interest payable on, the Corresponding
Lower-Tier Regular Interest). If the Certificate Principal Amount of any Class of Regular Certificates (other than the Class X
Certificates) or Class PEZ Regular Interest (or the Lower-Tier Principal Balance of any Lower-Tier Regular Interest) is so increased,
the amount of unreimbursed Realized Losses of such Class of Certificates or Class PEZ Regular Interest (or such Lower-Tier Regular
Interest, as the case may be) shall be decreased by such amount.


 


The Notional Amount of
the Class X-A Certificates and the Component Notional Amounts of the Class X-A Components will be reduced to reflect reductions
of the Certificate Principal Amounts of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates and the Class
A-S Regular Interest and of the Lower-Tier Principal Balances of the Lower-Tier Regular Interests designated as the Class LA-1,
Class LA-2, Class LA-3, Class LA-4, Class LA-AB and Class LA-S Interests, in any event resulting from allocations of Realized Losses.
The Notional Amount of the Class X-B Certificates and the Component Notional Amount of the Class X-B Component will be reduced
to reflect reductions of the Certificate Principal Amount of the Class B Regular Interest and of the Lower-Tier Principal Balance
of the Lower-Tier Regular Interest designated as the Class LB Interest, in any event resulting from allocations of Realized Losses.
The Notional Amount of the Class X-D Certificates and the Component Notional Amount of the Class X-D Component will be reduced
to reflect reductions of the Certificate Principal Amount of the Class D Certificates and of the Lower-Tier Principal Balance of
the Lower-Tier Regular Interest designated as the Class LD Interest, in any event resulting from allocations of Realized Losses.


 


(g)          All
amounts distributable, or reductions allocable on account of Realized Losses, to a Class of Certificates pursuant to this Section
4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each such Class based
on their respective Percentage Interests. Such distributions shall be made on each Distribution Date other than the Termination
Date to each Certificateholder of record on the related Record Date (a) by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five (5) Business Days prior
to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Certificateholders of such final distribution. The


 






    	-266-



    	 



    

  


 Certificate Administrator shall be responsible for making all distributions
on the Certificates contemplated hereunder.


 


(h)          Except
as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator shall,
no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of Certificates
is expected to be made (or, if the Certificate Administrator has not received notice of such Anticipated Termination Date by such
time, promptly following the Certificate Administrator’s receipt of such notice), mail to each Holder of such Class of Certificates,
on such date a notice to the effect that:


 


(i)           the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified, and


 


(ii)          if
such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or on the Corresponding
Lower-Tier Regular Interest, from and after such Distribution Date;


 


provided, however, that the
Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have
been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to
receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall
have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps
to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of
holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. If within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate
Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts
for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder and the transfer
of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such amounts
to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held in trust
hereunder or by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with this Section 4.01(h). Any funds not distributed on such Distribution Date shall
be set aside


 






    	-267-



    	 



    

 


and held
uninvested in trust for the benefit of Certificateholders not presenting and surrendering their Certificates in the aforesaid
manner. 


(i)          [Reserved].


 


(j)          The
Excess Prepayment Interest Shortfall, if any, for each Distribution Date will be allocated among the various Classes of Regular
Certificates, the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and the Class PEZ Component A-S,
pro rata based on their respective percentage interests therein), the Class B Regular Interest (and correspondingly, the
Class B Certificates and the Class PEZ Component B, pro rata based on their respective percentage interests therein) and
the Class C Regular Interest (and correspondingly, the Class C Certificates and the Class PEZ Component C, pro rata based
on their respective percentage interests therein), pro rata, based upon the respective Interest Accrual Amounts with respect
to such Classes of Regular Certificates and Class PEZ Regular Interests for such Distribution Date. The portion of any Excess Prepayment
Interest Shortfall for any Distribution Date so allocable to a Class of Class X Certificates shall, in turn, be allocated among
the various Components of such Class of Class X Certificates, pro rata, based upon the respective amounts of Accrued Component
Interest with respect to such Components for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall for
any Distribution Date so allocated to any Class of Sequential Pay Certificates, any Class PEZ Regular Interest or any Component
of a Class of Class X Certificates shall be deemed to have first been allocated to the Corresponding Lower-Tier Regular Interest
for such Class of Regular Certificates, Class PEZ Regular Interest or Component, as applicable.


 


(k)          Amounts
distributed on the Class PEZ Regular Interests pursuant to Section 4.01(b) and Section 4.01(d) shall be further distributed
from the Exchangeable Distribution Account to the Holders of the Exchangeable Certificates as set forth below:


 


(i)          On
each Distribution Date, simultaneously with the distributions made on the Class A-S Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class A-S Regular Interest on such Distribution Date shall be further distributed by
the Certificate Administrator to the Holders of the Class A-S Certificates and the Class PEZ Certificates in the following amounts
and in the following order of priority:


 


(A)          first,
concurrently, to the Holders of the Class A-S Certificates in respect of interest, up to an amount equal to the Class A-S Percentage
Interest of the amount distributed in respect of interest on the Class A-S Regular Interest under Section 4.01(b)(iv) and
Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component A-S,
up to an amount equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of interest on the Class A-S
Regular Interest under Section 4.01(b)(iv) and Section 4.01(d)(i);


 


(B)          second,
concurrently, to the Holders of the Class A-S Certificates in respect of principal, up to an amount equal to the Class A-S Percentage
Interest of the amount distributed in respect of principal on the Class A-S Regular Interest under Section 4.01(b)(v) and
Section 4.01(d)(i), and to the Holders of the Class


 






    	-268-



    	 



    

  


PEZ Certificates in respect of principal on Class PEZ Component A-S,
up to an amount equal to the Class A-S-PEZ Percentage Interest of the amount distributed in respect of principal on the Class A-S
Regular Interest under Section 4.01(b)(v) and Section 4.01(d)(i); and


 


(C)          third,
concurrently, to the Holders of the Class A-S Certificates in respect of unreimbursed Realized Losses, up to an amount equal to
the Class A-S Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular
Interest under Section 4.01(b)(vi) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect
of unreimbursed Realized Losses on Class PEZ Component A-S, up to an amount equal to the Class A-S-PEZ Percentage Interest of the
amount distributed in respect of unreimbursed Realized Losses on the Class A-S Regular Interest under Section 4.01(b)(vi)
and Section 4.01(d)(i).


 


(ii)        On
each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class B Certificates and the Class PEZ Certificates in the following amounts and
in the following order of priority:


 


(A)           first,
concurrently, to the Holders of the Class B Certificates in respect of interest, up to an amount equal to the Class B Percentage
Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.01(b)(vii) and
Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component B, up
to an amount equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of interest on the Class B Regular
Interest under Section 4.01(b)(vii) and Section 4.01(d)(i);


 


(B)          second,
concurrently, to the Holders of the Class B Certificates in respect of principal, up to an amount equal to the Class B Percentage
Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.01(b)(viii) and
Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component B, up
to an amount equal to the Class B-PEZ Percentage Interest of the amount distributed in respect of principal on the Class B Regular
Interest under Section 4.01(b)(viii) and Section 4.01(d)(i); and


 


(C)          third,
concurrently, to the Holders of the Class B Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the
Class B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest
under Section 4.01(b)(ix) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of
unreimbursed Realized Losses on Class PEZ Component B, up to an amount equal to the Class B-PEZ Percentage Interest of the amount
distributed in respect


 






    	-269-



    	 



    

  


of unreimbursed Realized Losses on the Class B Regular Interest under Section 4.01(b)(ix) and Section
4.01(d)(i).


 


(iii)         On
each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.01(b),
the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed by the
Certificate Administrator to the Holders of the Class C Certificates and the Class PEZ Certificates in the following amounts and
in the following order of priority:


 


(A)           first,
concurrently, to the Holders of the Class C Certificates in respect of interest, up to an amount equal to the Class C Percentage
Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.01(b)(x) and Section
4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of interest on Class PEZ Component C, up to an amount
equal to the Class C-PEZ Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under
Section 4.01(b)(x) and Section 4.01(d)(i);


 


(B)          second,
concurrently, to the Holders of the Class C Certificates in respect of principal, up to an amount equal to the Class C Percentage
Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.01(b)(xi) and
Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of principal on Class PEZ Component C, up
to an amount equal to the Class C-PEZ Percentage Interest of the amount distributed in respect of principal on the Class C Regular
Interest under Section 4.01(b)(xi) and Section 4.01(d)(i); and


 


(C)          third,
concurrently, to the Holders of the Class C Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the
Class C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest
under Section 4.01(b)(xii) and Section 4.01(d)(i), and to the Holders of the Class PEZ Certificates in respect of
unreimbursed Realized Losses on Class PEZ Component C, up to an amount equal to the Class C-PEZ Percentage Interest of the amount
distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under Section 4.01(b)(xii) and Section
4.01(d)(i).


 


(iv)         The
various amounts distributable on the Class PEZ Certificates on each Distribution Date under the foregoing subsections of this Section
4.01(k) shall be so distributed in a single, aggregate distribution.


 


(l)            The
various amounts distributable on the Class PEZ Certificates on each Distribution Date under Article IV in respect of amounts allocated
to any of the Class PEZ Components pursuant to the terms of this Agreement shall be so distributed in a single, aggregate distribution
to the Holders of the Class PEZ Certificates on such Distribution Date. In addition, the Class PEZ Certificates shall be allocated
the aggregate amount of Realized Losses, Prepayment Interest Shortfalls and other interest shortfalls (including those resulting
from


 






    	-270-



    	 



    

  


Appraisal Reduction Events) that are allocated to the Class PEZ Components pursuant to the terms of this Agreement.


 


(m)         On
each Distribution Date, any Excess Interest received during the related Prepayment Period with respect to any ARD Mortgage Loans
shall be distributed to the Holders of the Excess Interest Certificates from the Excess Interest Distribution Account.


 


Section 4.02     Statements
to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer. 


 


(a)          Based
on loan-level information received from the Master Servicer and any other applicable Persons, on each Distribution Date, the Certificate
Administrator shall provide or make available a report, including reports in substantially the form attached hereto as Exhibit
D (the “Distribution Date Statement”), setting forth, among other things, the following information:


 


(A)          the
amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal Balance Certificates
and applied to reduce the respective Certificate Principal Amount thereof;


 


(B)          the
amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable to (A) Interest
Distribution Amount, (B) Yield Maintenance Charges and (C) Excess Interest;


 


(C)          the
amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)          the
aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date, and the
total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect to each
Mortgage Loan as of the related Determination Date;


 


(E)          the
aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained by or
paid to the Special Servicer in respect of the related Collection Period, Prepayment Period or Interest Accrual Period, as applicable;


 


(F)          the
aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage
of the Cut-Off Date Principal Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


 


(G)          the
number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the outstanding
Mortgage Loans, at the close of business on the related Determination Date;


 






    	-271-



    	 



    

  


(H)          as
of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B) delinquent
two months, (C) delinquent three or more months, (D) that are Specially Serviced Loans but are not delinquent or (E) as to which
foreclosure proceedings have been commenced;


 


(I)            the
aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject
to a bankruptcy proceeding;


 


(J)            with
respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to the Outside
Serviced Trust Loans) during the related Prepayment Period, the Stated Principal Balance and unpaid principal balance of such Mortgage
Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised Value and date upon
which the Appraisal was performed;


 


(K)          as
to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Prepayment Period,
the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related
Prepayment Period and the portion thereof included in the Available Funds for such Distribution Date;


 


(L)           with
respect to any REO Property (including with respect to the Outside Serviced Trust Loans) included in the Trust Fund as of the close
of business on the last day of the related Prepayment Period, the Loan Number of the related Mortgage Loan, the book value of such
REO Property and the amount of any income collected with respect to such REO Property (net of related expenses) and other amounts,
if any, received on such REO Property during the related Prepayment Period and the portion thereof included in the Available Funds
for such Distribution Date and the most recently determined Appraised Value and date upon which the Appraisal was performed;


 


(M)         with
respect to any REO Property (including with respect to the Outside Serviced Trust Loans) sold or otherwise disposed of during the
related Prepayment Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and other amounts,
if any, received in respect of such REO Property during the related Prepayment Period, the portion thereof included in the Available
Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account for such Distribution Date;


 


(N)          the
Interest Distribution Amount in respect of each Class of Regular Certificates and Class PEZ Regular Interest for such Distribution
Date;


 


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


 






    	-272-



    	 



    

  


(P)           the
Pass-Through Rate for each Class of Regular Certificates and Class PEZ Regular Interest for such Distribution Date;


 


(Q)          the
original Certificate Principal Amount or Notional Amount as of the Closing Date and the Certificate Principal Amount or Notional
Amount, as the case may be, of each Class of Regular Certificates and Class PEZ Regular Interest immediately before and immediately
after such Distribution Date, separately identifying any reduction in the Certificate Principal Amount or Notional Amount, as the
case may be, of each such Class of Regular Certificates and Class PEZ Regular Interest due to Realized Losses;


 


(R)          the
Certificate Factor for each Class of Regular Certificates or Class PEZ Regular Interest immediately following such Distribution
Date;


 


(S)          the
Principal Distribution Amount for such Distribution Date;


 


(T)          the
aggregate amount of Principal Prepayments made during the related Prepayment Period, and the aggregate amount of any Prepayment
Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


(U)          the
aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust Fund
during the related Prepayment Period, and any Realized Loss for such Distribution Date;


 


(V)          any
Appraisal Reduction Amounts on a loan-by-loan basis, and the total Appraisal Reduction Amounts, as of the related Determination
Date;


 


(W)         identification
of any material modification, extension or waiver of a Mortgage Loan;


 


(X)          identification
of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable Mortgage Loan
Seller;


 


(Y)          the
identity of the Operating Advisor;


 


(Z)          the
amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual Property
Royalty License Fee paid with respect to such Distribution Date;


 


(AA)      an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the
related Collection Period;


 


(BB)      
the identity of the Controlling Class;


 


(CC)      
the identity of the Controlling Class Representative;


 






    	-273-



    	 



    

  


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


 


(EE)        the
information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust Fund that were
subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Loan Purchase Agreements.


 


In the case of information furnished pursuant
to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per single Certificate of a specified minimum denomination. The form of any Distribution Date Statement
may change over time.


 


On each Distribution
Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to each Holder of a
Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement
setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in respect of the related Trust
REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the
extent that it provided substantially comparable information pursuant to any requirements of the Code as from time to time in force.
Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible for the accuracy or completeness
of any information supplied to it by a Mortgagor or any Mortgage Loan Seller (including the information in the Prospectus Supplement)
or any other third party that is included in any reports, statements, materials or information prepared or provided by the Master
Servicer or the Special Servicer, as applicable.


 


The Certificate Administrator
shall make available each month via the Certificate Administrator’s Website, to any Privileged Person (or, in the case of
item (vii) below, solely to Certificateholders and Beneficial Owners, and provided that the Prospectus Supplement, Distribution
Date Statements, this Agreement, the Loan Purchase Agreements and the Commission EDGAR filings referred to below (collectively,
the “Public Documents”) will be available to the general public, and provided further that any
Privileged Person that is a Borrower Party shall only be entitled to access the Public Documents, except as otherwise provided
herein with respect to the Special Servicer, any Controlling Class Certificateholder and the Controlling Class Representative),
the following items:


 


(i)          the
following “deal documents”:


 


(A)          the
Prospectus and the Prospectus Supplement;


 


(B)          this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase
Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          CREFC®
Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 






    	-274-



    	 



    

  


(ii)          the
following “Commission EDGAR filings”:


 


(A)          any
reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the
EDGAR system;


 


(iii)        the
following “periodic reports”:


 


(A)          the
Distribution Date Statements;


 


(B)          the
supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent it has received or
prepared such report or file; and


 


(C)          all
Operating Advisor Annual Reports;


 


(iv)        the
following “additional documents”:


 


(A)          the
summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section
3.21 of this Agreement; and


 


(B)          any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)          the
following “special notices”:


 


(A)          all
Special Notices;


 


(B)          notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)          notice
of final payment on the Certificates;


 


(D)          all
notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;


 


(E)          notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trustee, an Outside Servicer, an Outside Special Servicer or an Outside Trustee (and appointments of successors to the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, an Outside Servicer, an Outside
Special Servicer or an Outside Trustee);


 


(F)          any
and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 






    	-275-



    	 



    

  


(G)          notice
of the termination of the Trust;


 


(H)          notice
of the occurrence and continuance of a Control Termination Event;


 


(I)            notice
of the occurrence and continuance of a Consultation Termination Event;


 


(J)           the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the officer’s certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section
10.09 of this Agreement; and


 


(K)          the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


 


(vi)         the
Investor Q&A Forum; and


 


(vii)       solely
to Certificateholders and Beneficial Owners, the Investor Registry.


 


Notwithstanding the foregoing,
if the Controlling Class Representative or any Controlling Class Certificateholder is a Borrower Party with respect to any Excluded
Controlling Class Mortgage Loan, such Person shall not have access to any Excluded Information solely with respect to such related
Excluded Controlling Class Mortgage Loan (provided that for the avoidance of doubt, the foregoing shall not be applicable
to, nor limit, an Excluded Controlling Class Holder’s right to access information with respect to any Mortgage Loan other
than Excluded Information with respect to a related Excluded Controlling Class Mortgage Loan).


 


Notwithstanding any of
the foregoing to the contrary, if the Special Servicer is a Borrower Party with respect to any Mortgage Loan, it shall nevertheless
have access to the Certificate Administrator’s Website; provided, that the Special Servicer hereby agrees not to access,
and is not permitted to access, Excluded Information with respect to any Excluded Special Servicer Mortgage Loan (but shall have
access to any information with respect to any Mortgage Loan other than any related Excluded Special Servicer Mortgage Loan) made
available on the Certificate Administrator’s Website or otherwise pursuant to this Agreement. If the Special Servicer is
a Borrower Party with respect to any Excluded Special Servicer Mortgage Loan, the Special Servicer (i) shall not directly or indirectly
provide any information related to any Excluded Special Servicer Mortgage Loan to (A) the related Mortgagor, (B) any employees
or personnel of the Special Servicer or any Affiliate involved in the management of any investment in the related Mortgagor or
the related Mortgaged Property or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a direct or indirect
ownership interest in the related Mortgagor, and (ii) shall maintain sufficient internal controls and appropriate policies and
procedures in place in order to comply with the obligations described in clause (i) above.


 






    	-276-



    	 



    

  


Any Person that is a
Borrower Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative
or a Controlling Class Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery to the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an Investor
Certification substantially in the form of Exhibit M-1C and a notice in the form of Exhibit M-1D hereto certifying
to the effect that it is an Excluded Controlling Class Holder, all information (other than Excluded Information related to the
Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower Party) available on the Certificate Administrator’s
Website.


 


In the case of the Controlling
Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of
an investor certification substantially in the form of Exhibit M-1B hereto certifying to the effect that it is not an Excluded
Controlling Class Holder, such Controlling Class Representative or a Controlling Class Certificateholder shall be entitled to access
all information on the Certificate Administrator’s Website. The Master Servicer, Special Servicer, Operating Advisor, Certificate
Administrator and Trustee may each rely on (i) an Investor Certification in the form of Exhibit M-1B hereto from the Controlling
Class Representative or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class
Holder with respect to any Excluded Controlling Class Mortgage Loan or (ii) an Investor Certification in the form of Exhibit
M-1C hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person
is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Mortgage Loan(s). In the event the
Controlling Class Representative or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party
shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee in writing substantially in the form of Exhibit M-1D to the effect that such party is an Excluded Controlling
Class Holder and identify the Excluded Controlling Class Mortgage Loan(s) and thereafter shall not be entitled to any Excluded
Information related to such Excluded Controlling Class Mortgage Loan(s) and made available on the Certificate Administrator’s
Website or otherwise pursuant to this Agreement. Any Excluded Information relating to an Excluded Controlling Class Mortgage Loan
that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator
for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via email in one
or more separate files labeled “Excluded Controlling Class Mortgage Loan” followed by the applicable loan name and
loan number, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information
from information relating to other Mortgage Loans. Notwithstanding anything herein to the contrary, each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the
Controlling Class Representative and all Controlling Class Certificateholders are not Excluded Controlling Class Holders except
to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable,
has received notice from the Controlling Class Representative or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall be liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder or disclosure
of Excluded Information if the Master Servicer, the Special


 






    	-277-



    	 



    

  


 Servicer, the Operating Advisor or the Certificate Administrator, as
applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage Loan
(including, in the case of an Asset Status Report or Final Asset Status Report delivered to the Certificate Administrator for posting
to the Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate Administrator).


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on any certification
delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in the
form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling Class Holder. To the extent the
Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded
Information with respect to a related Excluded Controlling Class Mortgage Loan on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any information related to the Excluded Controlling
Class Mortgage Loan to (A) the related Mortgagor, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of
such Controlling Class Representative or Controlling Class Certificateholder, (D) any Affiliate involved in the management of any
investment in the related Mortgagor or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Mortgagor, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of information provided pursuant to this Section and
assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility for any information distributed
by the Certificate Administrator for which it is not the original source. In connection with providing access to the Certificate
Administrator’s internet website, the Certificate Administrator may require registration and acceptance of a disclaimer and
may require a recipient of any of the information set forth above (other than the Public Documents) to execute a confidentiality
agreement (which may be in the form of a web page “click-through”). The Certificate Administrator shall not be liable
for the dissemination of information in accordance with this Agreement. Notwithstanding anything herein to the contrary, the Certificate
Administrator shall not be liable for any disclosure of Excluded Information relating to an Excluded Controlling Class Mortgage
Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate
Administrator for posting to the Certificate Administrator’s Website and not properly identified as relating to an Excluded
Controlling Class Mortgage Loan.


 


The Certificate Administrator
shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s website of
any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement
if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.


 






    	-278-



    	 



    

  


The Certificate Administrator
shall provide assistance in using the Certificate Administrator’s Website through the Certificate Administrator’s customer
service desk at telephone number 1-888-422-2066.


 


The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and each of the Serviced Companion
Loan Holders shall have received notice of such alternative means (which notice may be given via the Certificate Administrator’s
Website).


 


Any Person that is a
Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall be entitled to
access only the Prospectus Supplement, Distribution Date Statements, this Agreement, the Loan Purchase Agreements and the Commission
EDGAR filings on the Certificate Administrator’s Website which are being made available to the general public. The provisions
in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage
Loans at a website maintained by the Master Servicer.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate and requests in writing a statement containing the information as to the applicable
Class set forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above aggregated for such calendar
year or applicable portion thereof during which such person was a Certificateholder, together with such other information as the
Certificate Administrator determines to be necessary to enable Certificateholders to prepare their tax returns for such calendar
year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time
to time are in force.


 


The Certificate Administrator
shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum” shall
be a service available on the Certificate Administrator’s Website, where Certificateholders and Beneficial Owners may (i)(a)
submit questions to the Certificate Administrator relating to the Distribution Date Statement, (b) submit questions to the Master
Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared by that party and being made available
pursuant to this Section 4.02(a), the Mortgage Loans (or any Serviced Loan Combination) or the Mortgaged Properties and
(c) submit questions to the Operating Advisor relating to the Operating Advisor Annual Reports or actions by the Master Servicer
or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in any Operating Advisor
Annual Report (collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered,
together with the answers thereto. Upon receipt of an Inquiry for the Operating Advisor, the Master Servicer or the Special Servicer,
the Certificate Administrator shall forward the Inquiry to the Operating Advisor, the Master Servicer or the Special Servicer,
as applicable, in each case within a commercially reasonable period following receipt thereof.


 






    	-279-



    	 



    

  


Within a commercially
reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry,
which reply of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate Administrator.
The Certificate Administrator shall post (within a commercially reasonable period following preparation or receipt of such answer,
as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) any
Inquiry is not of a type described above, (ii) answering any Inquiry (A) would not be in the best interests of the Trust and/or
the Certificateholders, (B) would be in violation of applicable law, this Agreement or the applicable Loan Documents, (C) would
materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer, as applicable, or (D) would reasonably be expected to result in the waiver
of an attorney client privilege or the disclosure of attorney work product or (iii) it is otherwise, for any reason, not advisable
to answer, it shall not be required to answer such Inquiry and, in the case of the Operating Advisor, the Master Servicer or the
Special Servicer, shall promptly notify the Certificate Administrator. The Certificate Administrator shall notify the Person who
submitted such Inquiry in the event that the Inquiry will not be answered. The Certificate Administrator shall not be required
to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines,
in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers
and other communications which are not submitted via the Certificate Administrator’s Website. Answers posted on the Investor
Q&A Forum shall be attributable only to the respondent, and no other Person will certify as to the accuracy, or will have any
responsibility or liability for the content of any such information. No party to this Agreement shall disclose Privileged Information
in the Investor Q&A Forum.


 


The Certificate Administrator
shall make available to any Certificateholder and Beneficial Owner that is a Privileged Person, the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial
Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it is a
Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact
information available on the Investor Registry for at least 45 days from the date of such certification to other registered Certificateholders
and registered Beneficial Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s
name, the company name and e-mail address, as well as certain optional fields such as address, phone, and Class(es) of Certificates
owned. If any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the
Investor Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove
it from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information
submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 






    	-280-



    	 



    

  


Notwithstanding the foregoing,
in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer or the Certificate
Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC® reports, inspection
reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required). If the Master
Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require
the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


Upon filing with the
IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066 for each Trust REMIC
and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and shall provide from time
to time such information and computations with respect to the entries on such forms as any Holder of the Class R Certificates may
reasonably request.


 


The specification of
information to be furnished by the Certificate Administrator in this Section 4.02 (and any other terms of this Agreement
requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders and Beneficial
Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby authorized to
furnish, to any Privileged Person any other information (such other information, collectively, “Additional Information”)
with respect to the Mortgage Loans or Serviced Loan Combination, the Mortgaged Properties or the Trust Fund as may be provided
to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from
time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional Information shall
only be furnished with the consent or at the request of the Depositor (except pursuant to clause (E) below or to the extent such
information is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the
source of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate
in its sole discretion (together with any warnings as to the confidential nature and/or the uses of such information as it may,
in its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the availability
of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator shall be
entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket expenses incurred
in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and (E) the Certificate
Administrator shall be entitled to distribute or make available such Additional Information in accordance with such reasonable
rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement that provides
such information shall be used solely for purposes of evaluating the investment characteristics or valuation of the Certificates
be executed by the recipient, if and to the extent the Certificate Administrator deems the same to be necessary or appropriate).
Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish or distribute
any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any liability for
furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator shall be entitled
(but not required) to request and receive direction from the Depositor as to the manner of delivery of any such Additional Information,
if and to the extent the Certificate


 






    	-281-



    	 



    

  


Administrator deems necessary or advisable, and to require that any consent, direction or
request given to it pursuant to this Section be made in writing.


 


The Depositor hereby
authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Markit Group Limited or such other vendor chosen by the Depositor
that submits to the Certificate Administrator a certification in the form of Exhibit M-3 to this Agreement, all the Distribution
Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section
4.02(a) to Privileged Persons.


 


(b)          No
later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b), the
Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor, the Special Servicer
and any master servicer of a securitization of a Companion Loan in electronic form mutually acceptable to the Certificate Administrator,
the Operating Advisor, the Special Servicer and the Master Servicer the following reports or information (and any other files as
may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting
Package (IRP) from time to time): (1) a CREFC® REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio
Review Guidelines, (5) the CREFC® Financial File, (6) the CREFC® Property File, (7) except for the
first two Distribution Dates, the CREFC® Comparative Financial Status Report, (8) the CREFC® Loan
Level Reserve/LOC Report, (9) the CREFC® Advance Recovery Report and (10) the CREFC® Delinquent Loan
Status Report.


 


No later than the Business
Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative Financial Status Report for
each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding the preparation of such report
for each of the following three periods (but only to the extent the related Mortgagor is required by the Mortgage to deliver and
does deliver, or otherwise agrees to provide and does provide, such information): (a) the most current available year-to-date;
(b) each of the previous two full fiscal years stated separately (to the extent such information is in the Master Servicer’s
possession); and (c) the “base year” (representing the original analysis of information used as of the Cut-Off Date).


 


No later than 2:00 p.m.,
New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer shall deliver to the Certificate
Administrator and the Operating Advisor a CREFC® Loan Periodic Update File setting forth certain information with
respect to the Mortgage Loans and Mortgaged Properties.


 


The Master Servicer shall
prepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic Update File based
on the initial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the respective Loan Purchase
Agreements and the Supplemental Servicer Schedule.


 






    	-282-



    	 



    

  


The Master Servicer shall
provide to the Certificate Administrator and the Operating Advisor the CREFC® Loan Setup File within 60 days of
the first Distribution Date hereunder to the extent it has received from the Mortgage Loan Sellers one or more spreadsheets (with
the data fields filled) containing the data necessary for the completion of the aggregate pool-wide CREFC® Loan
Setup File.


 


In addition, the Master
Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties),
as applicable, shall prepare with respect to each Mortgaged Property and REO Property, in each case other than with respect to
any Outside Serviced Trust Loan:


 


(i)          Within
30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with the calendar quarter
ending March 31, 2016, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor
is required by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for
such Mortgaged Property or REO Property as of the end of such calendar quarter; provided, however, that any analysis
or report with respect to the first calendar quarter of each year shall not be required to the extent provided in the then current
applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide
that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property
unless such Mortgaged Property is analyzed on a trailing 12-month basis, or if the related Serviced Mortgage Loan is on the CREFC®
Servicer Watch List). The Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially
Serviced Loans and REO Properties), as applicable, shall deliver to the Certificate Administrator, the Operating Advisor and each
related Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on
its behalf) by electronic means the CREFC® Operating Statement Analysis Report upon request; and


 


(ii)        Within
30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the Master Servicer
(with respect to Performing Serviced Loans) of an annual operating statement for each calendar year, commencing with the calendar
year ending December 31, 2015, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is
required by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting
the computation to “normalize” the full year net operating income and debt service coverage numbers used by the Master
Servicer in preparing the CREFC® Comparative Financial Status Report above. The Special Servicer or the Master Servicer
shall deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion Loan Holder (or the master
servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic means the CREFC®
NOI Adjustment Worksheet upon request. Notwithstanding anything to the contrary contained herein, with respect to any Mortgage
Loan related to any Significant Obligor, the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans and REO Properties) shall be required to complete any CREFC files, reports and/or templates
necessary in order to comply with


 






    	-283-



    	 



    

  


the Master Servicer’s or the Special Servicer’s, as applicable, obligations under
Section 10.11 of this Agreement and the Exchange Act filing obligations of the Depositor and/or any Other Depositor, as
applicable, with respect to such Significant Obligor.


 


The Certificate Administrator
shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 11.13 of this Agreement), to each Certificateholder, to each party
hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides the Certificate Administrator with
an Investor Certification a copy of the CREFC® Operating Statement Analysis Report and CREFC® NOI
Adjustment Worksheet most recently performed by the Master Servicer with respect to any Mortgage Loan or Serviced Loan Combination
and delivered to the Certificate Administrator.


 


Upon request (and in
any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator (as to
the Collection Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special servicer
for the related Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information
Provider a statement, setting forth the status of the Collection Account and each Loan Combination Custodial Account as of the
close of business on such Master Servicer Remittance Date, stating that all remittances to the Certificate Administrator required
by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required remittance that has not
been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period from the preceding Master
Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-Off Date) to such Master Servicer
Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and each Loan Combination Custodial
Account for each category of deposit specified in Section 3.05(a) of this Agreement and each category of withdrawal specified
in Section 3.06 of this Agreement. The Master Servicer shall also deliver to the Certificate Administrator and (solely as
to a Serviced Loan Combination) the related Serviced Companion Loan Holder, upon reasonable request of the Certificate Administrator
or any Serviced Companion Loan Holder, any and all additional information relating to the Mortgage Loans or Serviced Loan Combinations
in the possession of the Master Servicer (which information shall be based upon reports delivered to the Master Servicer by the
Special Servicer with respect to Specially Serviced Loans and REO Properties).


 


Further, the Master Servicer
shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession of the Master
Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer to perform
its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The obligation of the
Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Master Servicer
having received from the Special Servicer in a timely manner the related reports and information in the possession of the Special
Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The Master Servicer shall not
be responsible for the accuracy or content of any


 






    	-284-



    	 



    

  


report, document or information furnished by the Special Servicer to the Master
Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this Agreement.


 


The obligation of the
Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject to the Special Servicer
having received from the Master Servicer in a timely manner the related reports and information in the possession of the Master
Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The Special Servicer shall not
be responsible for the accuracy or content of any report, document or information furnished by the Master Servicer to the Special
Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant to this Agreement.


 


With respect to an Outside
Serviced Trust Loan, the Master Servicer shall deliver information comparable to the above-described information to the same Persons
as described above in this Section 4.02(b) and according to the same time frames as described above in this Section 4.02(b),
with reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer
under the applicable Outside Servicing Agreement.


 


(c)          Not
later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer, for each
Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Trust Loan), a CREFC®
Special Servicer Loan File. The Special Servicer shall also deliver to the Certificate Administrator, upon the reasonable written
request of the Certificate Administrator, any and all additional information in the possession of the Special Servicer relating
to the Specially Serviced Loans and the REO Properties (other than an REO Property related to an Outside Serviced Trust Loan).


 


The Special Servicer
shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession of the Special
Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform
its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties (other than an REO Property
related to an Outside Serviced Trust Loan).


 


The Master Servicer may
make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant to this Agreement.
The Master Servicer may make information concerning the Mortgage Loans or Serviced Loan Combination available on any website that
it has established.


 


With respect to an Outside
Serviced Trust Loan, the Master Servicer shall deliver information comparable to the above-described information to the extent
received from the related Outside Servicer or the related Outside Special Servicer, as applicable, to the same Persons as described
above in this Section 4.02(c) and according to the same time frames as described above in this Section 4.02(c), with
reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer under
the related Outside Servicing Agreement.


 






    	-285-



    	 



    

  


(d)          The
Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty License
Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit in the Collection
Account.


 


Section 4.03     Compliance
With Withholding Requirements.


 


(a)          Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements with respect to
payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for any such withholding. In the event the Paying Agent
or its agent withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder. Any
amount so withheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement.


 


(b)          Each
Beneficial Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges
that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax
may apply. Each such Beneficial Owner and Certificateholder further agrees, upon request, to provide any certifications that may
be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and
understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the
Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing,
if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient
of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable),
such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the
time or times prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation
prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably
requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA,
to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to
deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code
and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance
issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections,
regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments
made to FATCA after the date of this Agreement.


 


Section 4.04     REMIC
Compliance.


 


(a)          The
parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to qualify
it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions, and
the


 






    	-286-



    	 



    

  


provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066 for its
first taxable year ending December 31, 2015, in accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be
prepared and forwarded, to the Certificateholders (other than the Holders of any Excess Interest Certificates) and the IRS and
applicable state and local tax authorities all information reports as and when required to be provided to them in accordance with
the REMIC Provisions of the Code; (iv) if the filing or distribution of any documents of an administrative nature not addressed
in clauses (i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status
of each Trust REMIC as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared
and signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the
Code or comparable provisions of state and local law; (v) obtain a taxpayer identification number for the Upper-Tier REMIC and
Lower-Tier REMIC on IRS Form SS-4, and, within thirty days of the Closing Date, furnish or cause to be furnished to the IRS, on
IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Person that the holders of the Certificates
may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each Trust
REMIC for this purpose), together with such additional information as may be required by such IRS Form, and shall update such information
at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date
to provide any information reasonably requested by the Master Servicer or the Certificate Administrator and necessary to make such
filing); and (vi) maintain such records relating to each Trust REMIC as may be necessary to prepare the foregoing returns, schedules,
statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual
basis.


 


The Holder of the largest
Percentage Interest in the Class R Certificates shall be the tax matters person of each Trust REMIC pursuant to Treasury Regulations
Section 1.860F-4(d). If more than one Holder should hold an equal Percentage Interest in the Class R Certificates larger than that
held by any other Holder, the first such Holder to have acquired such Class R Certificates shall be such tax matters person. The
Certificate Administrator shall act as attorney-in-fact and agent for the tax matters person of each Trust REMIC, and each Holder
of a Percentage Interest in the Class R Certificates, by acceptance thereof, is deemed to have consented to the Certificate Administrator’s
appointment in such capacity and agrees to execute any documents required to give effect thereto, and any fees and expenses incurred
by the Certificate Administrator in connection with any audit or administrative or judicial proceeding shall be paid by the Trust
Fund. The Certificate Administrator shall make any elections allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the
Code of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any holder of any
residual interest of any Trust REMIC,


 






    	-287-



    	 



    

  


past or present. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance
thereof, is deemed to agree to any such elections and to the Certificate Administrator’s acting as agent for any tax matters
person or other representative of each Trust REMIC that can be designated under the Code.


 


The Certificate Administrator
shall not intentionally take any action or intentionally omit to take any action within its control and the scope of its duties
if, in taking or omitting to take such action, the Certificate Administrator knows that such action or omission (as the case may
be) would cause the termination of the REMIC status of a Trust REMIC or the imposition of tax on a Trust REMIC (other than a tax
on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding any provision
of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be required to take
any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement,
nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized
by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability with respect
to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate Administrator to comply with
any of clauses (i) through (vi) of the third preceding paragraph or which results in any action contemplated by clauses (i) through
(iii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) not allow the occurrence of any “prohibited
transactions” within the meaning of Code Section 860F(a), unless the party seeking such action shall have delivered to the
Certificate Administrator an Opinion of Counsel (at such party’s expense) that such occurrence would not (a) result in a
taxable gain, (b) otherwise subject a Trust REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income
from foreclosure property), or (c) cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes; (ii)
not allow a Trust REMIC to receive income from the performance of services or from assets not permitted under the REMIC Provisions
to be held by such Trust REMIC (provided, however, that the receipt of any income expressly permitted or contemplated
by the terms of this Agreement shall not be deemed to violate this clause); and (iii) not permit the creation of any “interests,”
within the meaning of the REMIC Provisions, in the Upper-Tier REMIC other than the Regular Certificates, the Class A-S Regular
Interest, the Class B Regular Interest, the Class C Regular Interest and the Upper-Tier REMIC Residual Interest, or in the Lower-Tier
REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest. None of the Trustee, the Master Servicer,
the Special Servicer or the Depositor shall be responsible or liable for any failure by the Certificate Administrator to comply
with the provisions of this Section 4.04. The Depositor, the Master Servicer and the Special Servicer shall cooperate in
a timely manner with the Certificate Administrator in supplying any information within the Depositor’s, the Master Servicer’s
or the Special Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate
Administrator to perform its duties under this Section 4.04.


 


(b)          The
following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Regular Certificates, the Class A-S Regular Interest,
the Class B Regular Interest and the Class C Regular Interest: (i) each Mortgage Loan will pay


 






    	-288-



    	 



    

  


principal and interest in accordance
with its terms and scheduled payments will be timely received on their Due Dates, provided that the Mortgage Loans in the
aggregate will prepay in accordance with the Prepayment Assumption; (ii) none of the Master Servicer, the Special Servicer, the
Depositor and the Class R Certificateholder will exercise the right described in Section 9.01 of this Agreement to cause
early termination of the Trust Fund; and (iii) no Mortgage Loan is repurchased or substituted for by the applicable Mortgage Loan
Seller pursuant to Article II of this Agreement.


 


Section 4.05 Imposition
of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with respect
to the Regular Certificates, the Class PEZ Regular Interests and the Class R Certificates; provided that any taxes imposed
on any net income from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or local jurisdiction
shall instead be treated as an expense of the related REO Property in determining Net REO Proceeds with respect to the REO Property
(and until such taxes are paid, the Special Servicer from time to time shall withdraw from the REO Account and transfer to the
Certificate Administrator for deposit into the Distribution Accounts amounts reasonably determined by the Certificate Administrator
to be necessary to pay such taxes, and the Certificate Administrator shall return to the Special Servicer the excess determined
by the Certificate Administrator from time to time of the amount in excess of the amount necessary to pay such taxes); provided
that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be retained
from Available Funds as provided in Section 3.06(a)(vii) of this Agreement and the next sentence. Except as provided in
the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained from the
Distribution Account in determining the amount of Available Funds sufficient funds to pay or provide for the payment of, and to
actually pay, such tax as is legally owed by a Trust REMIC (but such authorization shall not prevent the Certificate Administrator
from contesting, at the expense of the Trust Fund, any such tax in appropriate proceedings, and withholding payment of such tax,
if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall
segregate or cause to be segregated, into a separate non-interest bearing account, (i) the net income from any “prohibited
transaction” under Code Section 860F(a) or (ii) the amount of any contribution to a Trust REMIC after the Startup Day that
is subject to tax under Code Section 860G(d) and use such income or amount, to the extent necessary, to pay such tax (and return
the balance thereof, if any, to the related Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of the Class R Certificates
in respect of the related residual interest and shall distribute such retained amounts to the Holders of Regular Certificates
or to the Certificate Administrator in respect of the Lower-Tier Regular Interests and the Class PEZ Regular Interests until they
are fully reimbursed and then to the Holders of the Class R Certificates in respect of the related residual interest. None of
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any taxes imposed
on a Trust REMIC except to the extent such tax is attributable to a breach of a representation or warranty of the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee in contravention of this Agreement in both cases, provided, further,
that such breach, act or omission could result in liability under Section 6.03, in


 






    	-289-



    	 



    

  


the case of the Master Servicer or the
Special Servicer, as applicable, or Section 4.04 or Section 8.01, in the case of the Certificate Administrator or
the Trustee. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special
Servicer shall not be responsible for the Certificate Administrator’s, the Authenticating Agent’s, the Certificate
Registrar’s, the Paying Agent’s or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible
for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating
Agent, the Certificate Registrar or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches,
acts or omissions of the Trustee, the Master Servicer, the Special Servicer and, in each case if a different entity than the Certificate
Administrator, the Authenticating Agent, the Certificate Registrar or the Paying Agent.


 


Section 4.06     Remittances;
P&I Advances.


 


(a)          On
the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)          remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Yield Maintenance Charges
applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer in the Prepayment Period relating to
such Distribution Date (or, in the case of an Outside Serviced Trust Loan, received by the Master Servicer as of the close of business
on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously so remitted to the
Certificate Administrator);


 


(ii)          remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Available Funds applicable
to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (d) of the definition of “Available
Funds”);


 


(iii)         remit
to CREFC® the CREFC® Intellectual Property Royalty License Fee;


 


(iv)        make
a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier Distribution Account, in an amount
equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan and any Mortgage Loan
related to a Loan Combination, but not a Companion Loan) to the extent such amounts were not received on such Mortgage Loan as
of the close of business on the Determination Date (without regard to any grace period) in the same month as such Master Servicer
Remittance Date), except that the portion of such P&I Advance equal to the CREFC® Intellectual Property Royalty
License Fee for each such Mortgage Loan shall not be remitted to the Certificate Administrator but shall instead be remitted to
CREFC®; and


 


(v)          remit
to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii)
through Section 3.06(a)(ix) of this Agreement.


 






    	-290-



    	 



    

 









 


Neither
the Master Servicer nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest,
Excess Interest or Yield Maintenance Charges, or delinquent Monthly Payments on the Companion Loans. The amount required to be
advanced in respect of delinquent payments of interest on any Mortgage Loan as to which an Appraisal Reduction Amount exists will
equal the product of (i) the amount otherwise required to be advanced by the Master Servicer with respect to delinquent payments
of interest without giving effect to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated
Principal Balance of such Mortgage Loan as of the last day of the related Collection Period, reduced by such Appraisal Reduction
Amount, and the denominator of which is the Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection
Period. Appraisal Reduction Amounts shall not affect the principal portion of any P&I Advances.


 


Any
amount advanced by the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I Advance
for all purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance Rate).
The Special Servicer shall have no obligation to make any P&I Advance.


 


The
Certificate Administrator shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City time,
on the Master Servicer Remittance Date, the Certificate Administrator has not received the amount of a required P&I Advance
hereunder. If as of 11:00 a.m., New York City time, on any Distribution Date the Master Servicer shall not have made the P&I
Advance required to have been made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv) of this
Agreement, the Certificate Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m., New York City
time, on such Business Day deposit into the Lower-Tier Distribution Account in immediately available funds an amount equal to
the P&I Advances otherwise required to have been made by the Master Servicer.


 


Neither
the Master Servicer nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which
a P&I Advance is otherwise required to be made by this Section 4.06 if the Master Servicer or the Trustee, as applicable,
or the Special Servicer determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an
obligation hereunder to make P&I Advances that it has made (or in the case of a determination by the Special Servicer, that
the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master
Servicer or the Trustee that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by
such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard or (ii)
in the case of the Trustee, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate as set
forth in Section 4.06(b). In connection with a determination by the Special Servicer, the Master Servicer or the Trustee
as to whether a P&I Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)    any
such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among


 






    	-291-



    	 



    

 


other
things) the related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified
by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged
Properties, to estimate and consider (among other things) future expenses and to estimate and consider (among other things) the
timing of recoveries;


 


(B)    any
such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information for such purposes;


 


(C)    the
Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I
Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee and the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event) notice of such determination, which determination shall be conclusive and binding on the
Master Servicer and the Trustee;


 


(D)    although
the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have no right
to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be made) by
the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been made by the
Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I Advance
constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed to limit the Special
Servicer’s right to make a determination that a P&I Advance to be made (or contemplated to be made) would be, or a previously
made Advance is, a Nonrecoverable Advance, as described in this Section 4.06;


 


(E)    any
non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06 with respect
to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination
by the Special Servicer) and the Trustee;


 


(F)    the
Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability
determination made by the Master Servicer on or prior to such date;


 


(G)    the
Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination


 






    	-292-



    	 



    

 


by
the Master Servicer or Special Servicer that such Advance would be a Nonrecoverable Advance, the Trustee shall make such advance
within the time periods required by this Section 4.06 unless the Trustee, in its good faith business judgment, or the Special
Servicer, in accordance with the Servicing Standard, makes a determination prior to the times specified in this Section 4.06
that such advance would be a Nonrecoverable Advance;


 


(H)    the
Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer the
Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or
required to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable
P&I Advance, and the Master Servicer and the Trustee shall be entitled to conclusively rely on such determination; and


 


(I)    notwithstanding
the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any
P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer in accordance
with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon any determination
by the Special Servicer that any P&I Advance would be recoverable.


 


The
Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with
interest thereon) to the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master Servicer
and Special Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related
Mortgagors to the extent permitted by applicable law and the related Mortgage Loan.


 


With
respect to P&I Advances and each Outside Serviced Trust Loan, the Master Servicer and the Trustee shall be entitled to rely
on the “appraisal reduction amount” calculated by the related Outside Special Servicer or the related Outside Servicer
in accordance with the terms of the applicable Outside Servicing Agreement.


 


(b)          The
determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage Loan (or
with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable P&I
Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance Date
to the Trustee (unless it is the Person making the determination), the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), the holder of any related Pari Passu Companion Loan or its Companion Loan
Holder Representative (in the case of a Pari Passu Loan Combination), the Master Servicer (unless it is the Person making the
determination), the Special Servicer (unless it is the Person making the determination) and, if the Trustee is making the determination,
the Depositor, setting forth the basis for such determination, together with any


 






    	-293-



    	 



    

 


other
information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property or REO Property,
as the case may be (which Appraisal shall be an expense of the Trust, shall take into account any material change in circumstances
of which such Person is aware or such Person has received new information, either of which has a material effect on the value
and shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve months preceding such
determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and financial statements,
budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s possession) and
any engineers’ reports, environmental surveys or similar reports that such Person may have obtained and that support such
determination. The Master Servicer and the Special Servicer shall consider Unliquidated Advances with respect to prior P&I
Advances for the purpose of nonrecoverability determinations as if such amounts were unreimbursed P&I Advances.


 


(c)          With
respect to each Outside Serviced Trust Loan, if (1) the related Outside Servicer has determined that a proposed debt service advance
with respect to such Outside Serviced Trust Loan or a related Outside Serviced Companion Loan, if made, would be, or any outstanding
debt service advance previously made with respect to such Outside Serviced Companion Loan is, as applicable, a “nonrecoverable
advance,” and the related Outside Servicer has provided written notice of such determination to the Master Servicer, or
(2) if the Master Servicer or the Special Servicer has determined that a P&I Advance with respect to the Outside Serviced
Trust Loan related to such related Outside Serviced Companion Loan would be a Nonrecoverable P&I Advance, then neither the
Master Servicer nor the Trustee shall make any additional P&I Advance with respect to such Outside Serviced Trust Loan until
the Master Servicer or the Special Servicer, as applicable, has consulted with the related Outside Servicer under the applicable
Outside Servicing Agreement and they agree that circumstances with respect to such Mortgage Loans have changed such that a proposed
future debt service advance would not be a “nonrecoverable advance.” With respect to each Outside Serviced Trust Loan,
if the Master Servicer has determined that a proposed P&I Advance with respect to such mortgage loan would be a Nonrecoverable
Advance, the Master Servicer shall provide the related Outside Servicer written notice of such determination within two (2) Business
Days after such determination was made.


 


In
connection with each Outside Serviced Trust Loan, any determination by the Master Servicer that any P&I Advance made or to
be made with respect to such Outside Serviced Trust Loan (or any successor REO Mortgage Loan with respect thereto) is or, if made,
would be a Nonrecoverable P&I Advance may be made independently from any determinations (or the absence of any determinations)
made under the applicable Outside Servicing Agreement regarding nonrecoverability of debt service advances on the related Outside
Serviced Companion Loan.


 


(d)          If
the Trustee, the Master Servicer or the Special Servicer has received written notice from Moody’s, Fitch or KBRA to the
effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification
or withdrawal of any rating then assigned by Moody’s, Fitch or KBRA, as applicable, to any Class of Certificates and citing
servicing concerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating
action, and such notice is not rescinded


 






    	-294-



    	 



    

 


within
60 days, then the Trustee, the Master Servicer or the Special Servicer, as applicable, shall promptly notify the other such parties
and the Certificate Administrator, and the Certificate Administrator shall promptly notify the Serviced Companion Loan Holder
and the applicable master servicer of any Serviced Companion Loan.


 


Section
4.07     Grantor Trust Reporting.


 


(a)          The
Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor Trust.


 


(b)          The
parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof
shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage
of market fluctuations or so as to improve the rate of return of the Exchangeable Certificates, and shall otherwise comply with
Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall timely file or cause to be timely filed with the
IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished to the Holders of
the respective Classes of the Grantor Trust Certificates, their allocable share of income and expense with respect to the Class
A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class
PEZ Specific Grantor Trust Assets, any Excess Interest Grantor Trust Assets and proceeds thereof, respectively, as such amounts
are received or accrue, as applicable.


 


(c)          (i)
The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. With respect to each Class of Exchangeable Certificates, the Certificate Administrator
is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless it has actual
knowledge to the contrary or the Depositor provides the Certificate Administrator with the identities of the other “middlemen”
that are Certificateholders. The Certificate Administrator will not be liable for any tax reporting penalties that may arise under
the WHFIT Regulations in the event that the IRS makes a determination that is contrary to the first sentence of this paragraph.


 


(ii)         The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under
no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall
make available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition,
the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information
to any Certificateholder, unless requested by the Certificateholder.


 


(iii)        The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if


 






    	-295-



    	 



    

 


such
failure is due to: (i) the lack of reasonably necessary information that is not in its possession being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each owner
of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its
interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information
regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information
regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof
or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(d)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP Number so
published will represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good faith efforts to
keep the website accurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a CUSIP Number, the
Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate Administrator shall
not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number information.


 


Section
4.08     Calculations.


 


Provided
that the Certificate Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer,
the Certificate Administrator shall be responsible for performing all calculations necessary in connection with the actual and
deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant
to Section 4.02(a) and the actual and deemed allocations of Realized Losses to be made pursuant to Section 4.01.
The Certificate Administrator shall calculate the Principal Distribution Amount and Interest Distribution Amounts for each Distribution
Date and shall allocate such amounts among Certificateholders in accordance with this Agreement. Absent actual knowledge of an
error therein, the Certificate Administrator shall have no obligation to recompute, recalculate or otherwise verify any loan-level
information provided to it by the Master Servicer. The calculations by the Certificate Administrator contemplated by this Section
4.08 shall, in the absence of manifest error, be deemed to be correct for all purposes hereunder.


 


Article
V



THE CERTIFICATES


 


Section
5.01     The Certificates. (a) The Certificates consist of the Class A-1 Certificates, the Class
A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-AB Certificates, the Class X-A Certificates,
the Class X-B Certificates, the Class A-S Certificates, the Class B Certificates, the Class PEZ Certificates, the Class C Certificates,
the Class D Certificates, the Class X-D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates,
the Class H Certificates and the Class R Certificates.


 






    	-296-



    	 



    

 


Each
Class of Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-18 respectively,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof. The Public Certificates (other than the Class X-A, Class X-B and Class X-D Certificates)
shall be issued in minimum denominations of $10,000 and integral multiples of $1 in excess thereof. However, in connection with
an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates and vice versa, each of the Class A-S, Class
B, and Class C Certificates exchanged (whether surrendered or received) in such exchange shall be in denominations of at least
$10,000 initial Certificate Principal Amount, and the Class PEZ Certificates exchanged shall equal the aggregate Certificate Principal
Amount of the Class A-S, Class B and Class C Certificates being exchanged therefor (i.e. in excess of $30,000 initial Certificate
Principal Amount). The Private Certificates (other than the Class R Certificates) shall be issued in minimum denominations of
$100,000 and integral multiples of $1 in excess thereof. The Class X-A, Class X-B and Class X-D Certificates shall be issued,
maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000 and
in integral multiples of $1 in excess thereof. If the initial Certificate Principal Amount or initial Notional Amount, as applicable,
of any Class of Certificates (exclusive of the Class R Certificates) does not equal an integral multiple of $1, then a single
additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Principal Amount
or initial Notional Amount, as applicable, that includes the excess of (i) the initial Certificate Principal Amount or initial
Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1 that does not exceed such amount.
The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates
and in integral multiples of 1% in excess thereof.


 


(b)          One
authorized signatory shall sign the Certificates for the Certificate Administrator by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Administrator countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Administrator (who may be the same officer who executed the Certificate) manually countersigns the Certificate.
The signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02     Form and Registration.


 


(a)          Each
Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto, which shall be deposited with the Certificate
Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository
or a nominee of the Depository. The aggregate Certificate Principal Amount of a Global Certificate may from time to time be increased
or decreased by


 






    	-297-



    	 



    

 


adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(b)          Unless
and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests in such
Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants, and all
references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the
registered Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants
in accordance with the Depository’s procedures.


 


(c)          No
transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a
transaction which does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then:


 


(i)          The
Certificates of each Class of the Private Certificates (other than the Class R Certificates) sold in offshore transactions in
reliance on Regulation S under the Act shall initially be represented by a temporary global certificate in definitive, fully registered
form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary
Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Private
Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository,
and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on
behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement
of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation
S Global Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial
interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent global certificate
of the same Class of Private Certificates (a “Regulation S Global Certificate”) in the applicable form set
forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f) of this Agreement. During the
Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall
only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership
Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary
Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial
interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Principal Amount of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may 



 






    	-298-



    	 



    

 


from
time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided.


 


 On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(ii)        The
Certificates of each Class of Private Certificates (other than the Class R Certificates) offered and sold to Qualified Institutional
Buyers in reliance on Rule 144A shall be represented by a single, global certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate”),
which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository,
and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Principal Amount of a Rule
144A Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate
Registrar, as custodian for the Depository, as hereinafter provided.


 


(iii)       The
Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers and the Class R Certificates (collectively, the “Non-Book Entry
Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an
exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall
deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners.


 


(d)        Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within
90 days of such notice; (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the
rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is
necessary or appropriate for the Trustee to obtain possession of the Certificates of such Class; or (iii) in the case of a Private
Certificate, all of the applicable requirements of Section 5.03 of this Agreement are satisfied; provided, however,
that under no circumstances will certificated Private Certificates be issued to beneficial owners of a Temporary Regulation S
Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any
Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate
of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates
of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A
Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate
Registrar


 






    	-299-



    	 



    

 


shall
recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


(e)          If
any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.
person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but
not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject
to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h) of this Agreement. No such transfer
shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions
of Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange
or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate
Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed
to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and
a decrease in the denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued
in exchange therefor or upon transfer thereof.


 


Section
5.03     Registration of Transfer and Exchange of Certificates.


 


(a)          The
Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each
Class of Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and
a Rule 144A Global Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the
Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.


 


(b)          Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          Rule
144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted
Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate
of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take
delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder


 






    	-300-



    	 



    

 


may,
subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in
the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate
to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the
form of Exhibit E to this Agreement given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Principal Amount of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Principal Amount
of the Temporary Regulation S Global Certificate by the aggregate Certificate Principal Amount of the beneficial interest in the
Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such
instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation
S Global Certificate equal to the reduction in the Certificate Principal Amount of the Rule 144A Global Certificate, and to debit,
or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A
Global Certificate that is being exchanged or transferred.


 


(d)          Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted Period to
exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same
Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof
in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository,
exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of
(1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate
Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to
the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the
Depository’s procedures containing information regarding the participant account of the Depository to be credited with such
increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder of such beneficial interest,
then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Principal Amount
of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Principal Amount of the Regulation
S Global Certificate by the aggregate Certificate Principal Amount of the beneficial interest in the Rule 144A Global Certificate
to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest
in the Regulation S Global Certificate equal to the reduction in the Certificate Principal Amount of the


 






    	-301-



    	 



    

 


Rule
144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer
the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(e)          Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial
interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar
as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate
or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of
Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable,
and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest
in the Rule 144A Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation
S Global Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information
regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an
interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the
Rule 144A Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G to this Agreement
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation
S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a Qualified
Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the
Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Principal Amount of the
Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate
Principal Amount of the Rule 144A Global Certificate by the aggregate Certificate Principal Amount of the beneficial interest
in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar
shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the Person
specified in such instructions, a beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate
Principal Amount of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to debit, or cause to
be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S Global Certificate
or Regulation S Global Certificate that is being transferred.


 


(f)          Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global Certificate
as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as


 






    	-302-



    	 



    

 


applicable,
has received a certificate substantially in the form of Exhibit H to this Agreement from the holder of a beneficial interest
in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Global Certificate of the same Class or Private Certificates. The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global
Certificate, representing the aggregate Certificate Principal Amount of interests in the Temporary Regulation S Global Certificate
initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the
Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Principal Amount represented
thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase
in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)          Non-Book
Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate (other
than a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in
a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is
entitled to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and
procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book
Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book
Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as
registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion
of the Certificate Principal Amount of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit
I to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate),
in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global
Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the
Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part
of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate and
deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Principal Amount of the portion
retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by
the aggregate Certificate Principal Amount of the portion of the Non-Book Entry


 






    	-303-



    	 



    

 


Certificate
to be exchanged and to credit, or cause to be credited, to the account of the institution specified in such instructions a beneficial
interest in the applicable Global Certificate equal to the Certificate Principal Amount of the portion of the Non-Book Entry Certificate
so canceled.


 


(h)          Exchanges
of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book
Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A Global Certificate,
Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form
of a Non-Book Entry Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives (and
upon receipt, may conclusively rely upon): (i) an investment representation letter from the proposed transferee substantially
in the form attached as Exhibit L-4 to this Agreement; and (ii) if required by the Certificate Registrar, an opinion of
counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under the
Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel
shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as such).


 


(i)           Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise set forth
in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of clauses (c) through (f) and (h) above (including the certification requirements
intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other
procedures as may from time to time be adopted by the Certificate Registrar.


 


(j)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(k)          If
Private Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating
to compliance with the Act, or if a request is made to remove such legend on Certificates, the Private Certificates so issued
shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or
Regulation S under the Act or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted”
within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 






    	-304-



    	 



    

 


(l)            All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)          No
Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee
benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section
4975 (each, a “Plan”), or (ii) any entity or collective investment fund the assets of which are considered
Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, an insurance company
that is using the assets of separate accounts or general accounts which include Plan assets (or which are deemed to include assets
of Plans) or other Person acting on behalf of any such Plan or using the assets of a Plan (each, a “Plan Investor”)
to purchase such Certificate. In addition, no ERISA Restricted Certificate or interest therein may be purchased by or transferred
to any prospective purchaser or transferee that is or will be a Plan or Plan Investor, unless (i) such purchaser or transferee
is an insurance company, (ii) the source of funds used to acquire or hold such ERISA Restricted Certificate or interest therein
is an “insurance company general account,” as such term is defined in PTCE 95-60, and (iii) the conditions in Sections
I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA Restricted Certificate or Class R Certificate or interest therein
may be purchased by or transferred to any prospective purchaser or transferee that is or will be a governmental plan (as defined
in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar
to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”),
or to any Person acting on behalf of any such plan or using the assets of such plan to acquire such Certificate or interest therein
unless, in the case of an ERISA Restricted Certificate, its acquisition, holding and disposition of such Certificate or an interest
therein would not constitute or otherwise result in a non-exempt violation of Similar Law. Except in connection with the transfer
thereof by an Initial Purchaser or the Depositor, each prospective transferee of an ERISA Restricted Certificate or a Class R
Certificate in Non-Book Entry Certificate form shall deliver to the transferor, the Depositor, the Certificate Registrar, the
Certificate Administrator and the Trustee representation letters, substantially in the form of Exhibit L-3 and Exhibit
L-4 to this Agreement. Each beneficial owner of a Certificate (other than a Class R Certificate) or any interest therein will
be deemed to have represented, by virtue of its acquisition or holding of such Certificate or interest therein, that either (i)
it is not a Plan or Plan Investor, (ii) in the case of a Certificate other than an ERISA Restricted Certificate, it has acquired
and is holding the Certificates in reliance on the Underwriter Exemption, and that it understands that there are certain conditions
to the availability of the Underwriter Exemption, including that the Certificates must be rated, at the time of purchase, not
lower than “BBB-” (or its equivalent) by a rating agency that meets the requirements of the Underwriter Exemption
and that such Certificate is so rated and that it is an Institutional Accredited Investor or (iii) (1) it is an insurance company,
(2) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,”
as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial
owner of a Certificate or an interest therein which is a governmental plan or other plan subject to Similar Law shall be deemed
to have represented, by virtue of its acquisition or holding of such Certificate or interest therein that the acquisition, holding
and disposition of such Certificate or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt
violation of Similar Law. Any attempted


 






    	-305-



    	 



    

 


or
purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any
purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(n)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)           Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


 


(ii)          No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, other than in connection with the initial Transfer thereof to the Initial Purchasers, the
Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed
transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached
as Exhibit L-1 to this Agreement (a “Transferee Affidavit”) of the proposed transferee (A) that such
proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid its debts
as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder of a Residual
Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the proposed
transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee
will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person,
(5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting
as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed
transferee expressly agrees to be bound by and to comply with the provisions of this Section 5.03(n) and (y) other than
in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by


 






    	-306-



    	 



    

 


any
Initial Purchaser in connection with the initial offering of the Certificates, require a statement from the proposed transferor
substantially in the form attached as Exhibit L-2 to this Agreement (the “Transferor Letter”), that
the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge
or reason to know that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.


 


(iii)        Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (n)(ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee
is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a
Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such
Residual Ownership Interest or such agent such information necessary to the application of Code Section 860E(e) as may be required
by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect to such
Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the Certificate
Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred
to above; provided, however, such Persons shall in no event be excused from furnishing such information.


 


(iv)        The
Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers.


 


(o)         Any
attempted or purported transfer in violation of the transfer restrictions set forth in this Article V shall be null and
void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with
respect to the applicable Certificates.


 


Section
5.04     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is
surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar, the Trustee and the Certificate Administrator
such security or indemnity as may be required by it to save it harmless, then, in the absence of actual notice that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to execute, authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and interest in the Trust Fund. In connection with the issuance of any new Certificate under this Section 5.04, the
Certificate Registrar and the Certificate Administrator may require the payment of a sum sufficient to cover any expenses (including
the


 






    	-307-



    	 



    

 


fees
and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section
5.04 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section
5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Certificate Administrator and the Certificate Registrar, and any agent of any of them, may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary;
provided, however, that to the extent that a party to this Agreement responsible for distributing any report, statement
or other information required to be distributed to Certificateholders has been provided an Investor Certification, such party
to this Agreement shall distribute such report, statement or other information to such Beneficial Owner (or prospective transferee).


 


Section
5.06     Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it does
not so appoint, shall act as) a paying agent for the purpose of making distributions to Certificateholders pursuant to Section
4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator
or the Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is
consistent in all material respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer and
the Certificate Administrator that such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust
for the benefit of the Certificateholders entitled thereto until such sums have been paid to the Certificateholders or disposed
of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. The Paying Agent shall at all
times be an entity having a long-term unsecured debt rating of at least “BBB+” by Fitch and “Baa1” by
Moody’s, or shall be otherwise acceptable to each Rating Agency.


 


Section
5.07     Access to Certificateholders’ Names and Addresses; Special Notices.


 


(a)          If
any Certifying Certificateholder, any Serviced Companion Loan Holder or the Master Servicer (for purposes of this Section 5.07,
an “Applicant”) applies or requests in writing to the Certificate Registrar, and such application or request
states that the Applicant desires to communicate with the Certificateholders, the Certificate Registrar shall promptly furnish
or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record
Date as they appear in the Certificate Register, at the expense of the Applicant.


 


(b)          Every
Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator that the Certificate Administrator
and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information as to the
names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.


 






    	-308-



    	 



    

 


(c)          Upon
the written request of any Certifying Certificateholder or Serviced Companion Loan Holder that (a) states that such Certificateholder
or Serviced Companion Loan Holder desires the Certificate Administrator to transmit a notice to all Certificateholders stating
that such Certificateholder wishes to be contacted by other Certificateholders, setting forth the relevant contact information
and briefly stating the reason for the requested contact and (b) provides a copy of the Special Notice which such Certifying Certificateholder
or Serviced Companion Loan Holder proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate
Administrator’s Website and shall mail such Special Notice to all Certificateholders at their respective addresses appearing
on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering with any such
Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a
Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason
of the disclosure of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section
5.08     Actions of Certificateholders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required,
to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator,
the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 


(b)          The
fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)          Any
request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the
Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)          The
Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section
5.08 as it shall deem necessary.


 


Section
5.09     Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent
to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and must be an entity
organized and doing business under the laws of the United States of America or any state, having a principal office and place


 






    	-309-



    	 



    

 


of
business in a state and city acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized
under such laws to do a trust business and subject to supervision or examination by federal or state authorities. The Certificate
Administrator shall serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment.


 


Any
entity into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the
corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate
Administrator and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent
by giving written notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent,
which shall be acceptable to the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.09.


 


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator. Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator.
The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.


 


Section
5.10     Appointment of Custodian. The Trustee may appoint one or more Custodians to hold all
or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement (in the event the Trustee
is not the Custodian) that is consistent in all material respects with this Agreement. The Trustee shall give prompt written notice
to the Depositor of any appointment of a Custodian. The Trustee agrees to comply with the terms of each Custodial Agreement and
to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion
Loan Holders. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have
a combined capital and surplus of at least $10,000,000, shall have a long-term debt rating of at least “BBB+” by Fitch
and “Baa1” from Moody’s, and shall be qualified to do business in the jurisdiction in which it holds any Mortgage
File. Each Custodial Agreement may be amended only as provided in Section 11.07 of this Agreement. Any compensation paid
to the Custodian shall be an unreimbursable expense of the Trustee. The


 






    	-310-



    	 



    

 


Trustee shall
serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed
in accordance with this Section 5.10. The Custodian, if the Custodian is not the Trustee, shall maintain a fidelity
bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement,
with the Trustee named as loss payee. The Custodian shall be deemed to have complied with this provision if one of its
respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a
policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in
connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the
securitization evidenced by this Agreement, with the Trustee named as loss payee. All fidelity bonds and policies of errors
and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other
insurer with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The appointment
of a Custodian shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible
for all acts and omissions of the Custodian. In the event the Trustee is the Custodian, the Custodian may
self-insure.


 


Section
5.11     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to
be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement
may be served. The Certificate Registrar initially designates its office at 480 Washington Boulevard, 30th Floor, Jersey City,
New Jersey 07310, Attention - Citibank Agency & Trust, CGCMT 2015-GC35, as its office for such purposes. The Certificate Registrar
shall give prompt written notice to the Certificateholders of any change in the location of the Certificate Register or any such
office or agency.


 


Section
5.12     Exchanges of Exchangeable Certificates.


 


(a)          At
all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage
Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest,
Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent
beneficial ownership interests in the Class PEZ Components.


 


(b)          On
the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates
shall be initially issued on the Closing Date with the respective aggregate Certificate Principal Amount set forth for such Class
in the Preliminary Statement.


 


(c)          Following
the Closing Date and subject to the conditions set forth in Section 5.12(d), (i) if a Certificateholder holds Class A-S
Certificates, the Class B Certificates and the Class C Certificates in an Exchangeable Proportion, then those Exchangeable Certificates
may be exchanged on the books of the Depository for Class PEZ Certificates that represent the same Tranche Percentage Interest
in each Class PEZ Regular Interest as the



 






    	-311-



    	 



    

 


Certificates
to be surrendered and (ii) a Certificateholder that holds Class PEZ Certificates may exchange its Certificates on the books of
the Depository for Class A-S Certificates, Class B Certificates and Class C Certificates that evidence the same Tranche Percentage
Interest in the Class PEZ Regular Interests as the Class PEZ Certificates being surrendered.


 


(d)          An
exchange of Exchangeable Certificates may only occur if the Class A-S, Class B and Class C Certificates being surrendered or received
in such exchange have denominations no smaller than the minimum Denominations set forth in Section 5.01. No exchange of
Exchangeable Certificates may occur pursuant to this Section 5.12 after the date when the then-current Certificate Principal
Amount of the Class A-S Regular Interest (and correspondingly, the Class A-S Certificates and, to the extent evidencing an interest
in the Class A-S Regular Interest, the Class PEZ Certificates) has been reduced to zero as a result of the payment in full of
all interest and principal thereon. There shall be no limitation on the number of exchanges of Exchangeable Certificates authorized
pursuant to this Section 5.12. In addition, the Depositor shall have the right to make or cause exchanges on the Closing
Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.


 


(e)          At
the request of the Holder of a Class or Classes of Exchangeable Certificates, and upon the surrender of such Exchangeable Certificates
(in the case of an exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates, in the applicable Exchangeable
Proportion), the Certificate Administrator, on behalf of the Trustee, shall deliver (by the means set forth in the penultimate
sentence of Section 5.12(h)) the corresponding Exchangeable Certificates to which such Certificateholder is entitled as
set forth in Section 5.12(c).


 


(f)          In
connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding aggregate Certificate
Principal Amount of the Class or Classes of Exchangeable Certificates surrendered by the applicable Holder on the Certificate
Register and shall increase the outstanding aggregate Certificate Principal Amount of the related Class or Classes of Exchangeable
Certificates received by such Holder in such exchange on the Certificate Register, and the Certificate Registrar or the Certificate
Administrator, as applicable, shall approve the instructions at the Depository and make appropriate notations on the Global Certificate
for each Class of Exchangeable Certificates to reflect such reductions and increases.


 


(g)          In
order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator by
e-mail at “ctssfexchanges@citi.com” and setting forth the proposed Exchange Date) no later than three (3) Business
Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other
than the first or last Business Day of the month. An exchange notice must (i) be set forth on the applicable Certificateholder’s
letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP Number of each Exchangeable
Certificate to be exchanged and each Exchangeable Certificate to be received; the original and outstanding Certificate Principal
Amount of the Exchangeable Certificates to be exchanged and the original and outstanding Certificate Principal Amount of the Exchangeable
Certificates to be received; the Certificateholder’s Depository participant number; and the proposed Exchange Date. After
receiving the notice, the Certificate Administrator shall e-mail


 






    	-312-



    	 



    

 


the
Certificateholder (at such address specified in writing by such Certificateholder) with wire payment instructions relating to
the exchange fee and expenses set forth in Section 5.12(h). The Certificateholder and the Certificate Registrar shall utilize
the “deposit and withdrawal system” at the Depository to effect the exchange of the applicable Exchangeable Certificates.
A notice shall become irrevocable on the second (2nd) Business Day before the proposed Exchange Date. Exchangeable Certificates
shall be exchangeable on the books of the Depository for the corresponding Exchangeable Certificates on and after the Closing
Date, by notice to the Certificate Administrator substantially in the form of Exhibit EE.


 


(h)          In
connection with each exchange (other than any exchanges on the Closing Date pursuant to instructions from the Depositor), the
Certificateholder shall pay the Certificate Administrator an exchange fee of $5,000 (together with any other expenses related
to such exchange (including fees charged by Depository)) and such fee and expenses must be received by the Certificate Administrator
prior to the Exchange Date or the Certificate Administrator shall not be required to complete the requested exchange. The Certificate
Administrator shall make the first distribution on an Exchangeable Certificate received by a Certificateholder in any exchange
on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable
Record Date for such Certificate and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in
such month, then any distributions to be made on such Distribution Date on any Certificates surrendered in the exchange shall
be so made to the Certificateholder of record as of the applicable Record Date for such Certificates and such Distribution Date.
Neither the Certificate Administrator, the Trustee nor the Depositor shall have any obligation to ensure the availability of the
applicable Certificates in the market to accomplish any exchange.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor and the Controlling Class Representative 


 


Section
6.01     Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor.
The Depositor, the Master Servicer, the Special Servicer and the Operating Advisor each shall be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement. Each of the Master Servicer, the Special Servicer
and the Operating Advisor shall indemnify the Depositor (and any employee, director or officer of the Depositor), the Trust Fund
and the Serviced Companion Loan Holders and hold the Depositor (and any employee, director or officer of the Depositor), the Trust
Fund and the Serviced Companion Loan Holders harmless against any loss, liability or reasonable expense (including, without limitation,
reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result of any willful misconduct, bad faith,
fraud or negligence in the performance of duties of the Master Servicer, the Special Servicer or the Operating Advisor, as the
case may be, or by reason of negligent disregard of the Master Servicer’s, the Special Servicer’s or the Operating
Advisor’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach by the Master Servicer,
the Special Servicer or the Operating Advisor, as the case may be, of any of its representations or warranties contained herein.
The Depositor shall indemnify the Trust Fund and the Master Servicer, the Special Servicer, the Trustee, the Certificate


 






    	-313-



    	 



    

 


Administrator
and the Operating Advisor, and any member, manager, employee, director or officer of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or the Operating Advisor and hold the Trust Fund and the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor and any member, manager, employee, director or
officer of either the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor harmless against any loss, liability
or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties
(i) in connection with any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of the Depositor
or by reason of negligent disregard of the Depositor obligations or duties hereunder, or (ii) as a result of the breach by the
Depositor of any of its representations or warranties contained herein.


 


Section
6.02     Merger or Consolidation of the Master Servicer, the Special Servicer and the Operating Advisor.
Subject to the following paragraph, each of the Master Servicer, the Special Servicer and the Operating Advisor shall keep in
full effect its existence, rights and good standing as a national banking association, a corporation or a limited liability company,
as applicable, under the laws of the state of its organization and shall not jeopardize its ability to do business in each jurisdiction
in which the Mortgaged Properties are located, to the extent necessary to perform its obligations under this Agreement, or to
protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement.


 


Each
of the Master Servicer, the Special Servicer and the Operating Advisor may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to
commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its
assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which
case any Person resulting from any merger or consolidation to which it shall be a party, or any Person succeeding to its business,
shall be the successor of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, hereunder, and shall
be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
hereunder, if each of the Rating Agencies has provided a Rating Agency Confirmation; provided that if the Master Servicer,
the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, is the surviving entity under applicable law, then the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation.


 


Section
6.03     Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or any
of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the Special Servicer
or the Operating Advisor shall be under any liability to the Trust Fund, the Certificateholders, the Companion Loan Holders or
any other Person for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor or any such Person against liability which would be imposed by reason of


 






    	-314-



    	 



    

 


(i)
any breach of warranty or representation by such respective party in this Agreement or (ii) any willful misconduct, bad faith,
fraud or negligence on the part of such respective party in the performance of its obligations and duties hereunder or by reason
of negligent disregard on the part of such respective party of its obligations or duties hereunder. The Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and any director, member, manager, officer, employee or agent of the Depositor,
the Master Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any document of any kind which, prima
facie, is properly executed and submitted by any appropriate Person respecting any matters arising hereunder. The Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor and any director, member, manager, officer, employee or agent of
the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor shall be indemnified and held harmless by the
Trust Fund (which indemnification amounts shall be payable out of the Collection Account or the applicable Loan Combination Custodial
Account if and to the extent with respect to a Serviced Loan Combination and then out of the Collection Account, provided
that, to the extent that the amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement
to be borne by the holder of a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit
in the applicable Loan Combination Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall
from time to time thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection
Account the amount so paid from the Collection Account) against any loss, liability, penalty, fine, forfeiture, claim, judgment
or expense (including reasonable legal fees and expenses) incurred in connection with, or relating to, this Agreement or the Certificates,
other than any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable legal fees and expenses)
(i) incurred by reason of willful misconduct, bad faith, fraud or negligence in the performance of obligations or duties hereunder
or by reason of negligent disregard of obligations or duties hereunder, in each case by the Person being indemnified, (ii) with
respect to any such party, resulting from the breach by such party of any of its representations or warranties contained herein,
(iii) specifically required to be borne by the party seeking indemnification without right of reimbursement pursuant to the terms
hereof or (iv) which constitutes an Advance that is otherwise reimbursable hereunder. None of the Depositor, the Master Servicer,
the Special Servicer or the Operating Advisor shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense
or liability for which reimbursement is not reasonably assured; provided, however, that each of the Depositor, the
Master Servicer, the Special Servicer and the Operating Advisor may in its discretion undertake any such action related to its
obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (payable out of the
Collection Account or the applicable Loan Combination Custodial Account if and to the extent with respect to a Serviced Loan Combination
and then out of the Collection Account, provided that to the extent that the amount relates to a Serviced Loan Combination, is
required under the related Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid from
the Collection Account because funds on deposit in the applicable Loan Combination Custodial Account are insufficient to pay such
indemnification, then the Master Servicer shall from time to time


 






    	-315-



    	 



    

 


thereafter
use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount
so paid from the Collection Account), and the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall
be entitled to be reimbursed therefor from the Collection Account or the applicable Loan Combination Custodial Account, as applicable,
as provided in Section 3.06 and Section 3.06A of this Agreement.


 


Each
of the related Outside Servicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be
entitled to reimbursement out of general collections in the Collection Account for the Trust’s pro rata share of
any fees, costs or expenses incurred in connection with the servicing and administration of an Outside Serviced Loan Combination
as to which the securitization trust created under the applicable Outside Servicing Agreement or any of the parties thereto are
entitled to be reimbursed pursuant to the terms of the applicable Outside Servicing Agreement and the related Co-Lender Agreement
(to the extent amounts on deposit in the related “Serviced Whole Loan Custodial Account” (as defined in the applicable
Outside Servicing Agreement) are insufficient for reimbursement of such amounts).


 


Section
6.04     Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)          Each
of the Master Servicer, the Special Servicer and the Operating Advisor may assign its respective rights and delegate its respective
duties and obligations under this Agreement; provided that, with respect to any of the Master Servicer, the Special Servicer
or the Operating Advisor: (i) the successor accepting such assignment and delegation (A) shall be an established mortgage finance
entity, bank or other entity regularly engaged in the servicing of commercial mortgage loans (or, in the case of the Operating
Advisor, an Eligible Operating Advisor), organized and doing business under the laws of any state of the United States, the District
of Columbia or the United States, authorized under such laws to perform the duties of a servicer of mortgage loans or of an operating
advisor, as applicable, or a Person resulting from a merger, consolidation or succession that is permitted under Section 6.02
of this Agreement and, in the case of a Serviced Loan Combination, under the related Co-Lender Agreement, and (B) shall execute
and deliver to the Trustee and the Certificate Administrator an agreement which contains an assumption by such Person of the due
and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer, the
Special Servicer or the Operating Advisor, as the case may be, under this Agreement from and after the date of such agreement;
(ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master Servicer, the Special Servicer
or the Operating Advisor shall not be released from its obligations under this Agreement that arose prior to the effective date
of such assignment and delegation under this Section 6.04; (iv) the rate at which the Operating Advisor Fee, the Servicing
Fee or Special Servicing Compensation, as applicable (or any component thereof) is calculated shall not exceed the rate then in
effect; (v) for so long as no Control Termination Event has occurred and is continuing, the successor Special Servicer is acceptable
to the Controlling Class Representative (and, if a Serviced Outside Controlled Loan Combination is affected, the successor Special
Servicer is acceptable to the related Outside Controlling Note Holder); and (vi) the resigning Master Servicer, Special Servicer
or Operating Advisor, as applicable, shall be responsible for the reasonable costs and expenses of each other party hereto, the
Trust and the Rating Agencies in connection with such transfer. Upon 



 






    	-316-



    	 



    

 


acceptance
of such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer, Special Servicer or Operating
Advisor, as applicable, hereunder.


 


(b)          Except
as provided in this Section 6.04 and Section 6.08(j), the Master Servicer, the Special Servicer and the Operating
Advisor shall not resign from their respective obligations and duties hereby imposed on them except upon determination that such
duties hereunder are no longer permissible under applicable law; provided that, on and after the time the Trustee receives
notice of resignation by the Master Servicer or the Special Servicer upon determination that such duties hereunder are no longer
permissible under applicable law, the Trustee (solely with respect to the Master Servicer or the Special Servicer) shall, subject
to the terms and provisions of Section 7.02 of this Agreement as if the resigning party was a Terminated Party, be its
successor in all respects in its capacity as Master Servicer or Special Servicer, as applicable, as though the Master Servicer
or the Special Servicer, as the case may be, had received a notice of termination. Any such determination permitting the resignation
of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be evidenced by an Opinion of Counsel
(obtained at the resigning Master Servicer’s, Special Servicer’s or Operating Advisor’s expense) to such effect
delivered to the Trustee and the Certificate Administrator. Notwithstanding the foregoing, at any time (i) the aggregate Stated
Principal Balance of the Mortgage Loans (including REO Mortgage Loans) is equal to or less than 1% of the aggregate Cut-Off Date
Principal Balance of the Mortgage Pool initially included in the Trust Fund or (ii) after the Certificate Principal Amounts of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D Certificates have
been reduced to zero, the Operating Advisor may resign from its obligations and duties hereunder, without payment of any penalty,
cost or expense, and no replacement Operating Advisor shall be required to be appointed in connection with, or as a condition
to, such resignation.


 


Except
as provided in the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer or
the Operating Advisor as contemplated herein shall become effective until the Trustee (solely with respect to the Master Servicer
or the Special Servicer) or a successor Master Servicer, Special Servicer or Operating Advisor shall have assumed the Master Servicer’s,
the Special Servicer’s or the Operating Advisor’s, as applicable, responsibilities, duties, liabilities and obligations
hereunder. If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform such obligations
for the same compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor would have been entitled,
additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor shall be treated as a shortfall
resulting in Realized Losses; provided that, for so long as no Consultation Termination Event has occurred and is continuing,
the Trustee shall consult with the Controlling Class Representative prior to the appointment of a successor Master Servicer, Special
Servicer or Operating Advisor at a servicing or operating advisor compensation in excess of that permitted to the terminated Master
Servicer, Special Servicer or Operating Advisor, as applicable.


 


If
the Trustee or an Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may reduce
the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the
resigning Master Servicer other than itself or an Affiliate pursuant to this Section 6.04, it may


 






    	-317-



    	 



    

 


reduce
the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer that meets the requirements of this Section 6.04.


 


Section
6.05     Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the
Master Servicer and Special Servicer. The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee,
the Certificate Administrator and, subject to Section 11.13 of this Agreement, each Rating Agency, upon reasonable notice,
during normal business hours access to all records maintained by it in respect of its rights and obligations hereunder and access
to its officers responsible for such obligations, if reasonably related to the performance of the obligations of such Person under
this Agreement. Upon request, if reasonably related to the performance of the obligations of such Person under this Agreement,
the Master Servicer and the Special Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers,
the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator its most recent publicly available annual
financial statements or those of its public parent. The Depositor may, but is not obligated to, enforce the obligations of the
Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to, perform, or cause a designee
to perform, any defaulted obligation of such Person hereunder or exercise its rights hereunder, provided that the Master
Servicer and the Special Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the
Depositor or its designee. In the event the Depositor or its designee undertakes any such action it will be reimbursed by the
Trust Fund from the Collection Account as provided in Section 3.06 and Section 6.03 of this Agreement to the extent
not recoverable from the Master Servicer or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer (with respect to the Special Servicer) or the Special Servicer (with respect to the Master
Servicer) shall have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer,
and no such Person is obligated to monitor or supervise the performance of the Master Servicer or the Special Servicer under this
Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall have any responsibility or liability for any
action or failure to act by the Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to
monitor or supervise the performance of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.


 


Each
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such
reports, certifications and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder,
provided that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information
not required to be prepared hereunder.


 


Neither
the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information
pursuant to this Section.


 


Section
6.06      Master Servicer, Special Servicer as Owner of a Certificate. The Master Servicer
or an Affiliate of the Master Servicer or the Special Servicer or an Affiliate of


 






    	-318-



    	 



    

 


the
Special Servicer may become the Holder (or with respect to a Global Certificate, Beneficial Owner) of any Certificate with the
same rights it would have if it were not the Master Servicer or the Special Servicer or an Affiliate thereof, except as otherwise
expressly provided herein. If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder or Beneficial Owner of any Certificate, the Master Servicer or the Special Servicer
proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly prohibited by the terms
hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing
Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith judgment,
be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may seek the approval
of the Certificateholders and any affected Serviced Companion Loan Holder to such action by delivering to the Trustee and the
Certificate Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii) identifies
the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action that the Master
Servicer or the Special Servicer proposes to take. The Certificate Administrator, upon receipt of such notice, shall forward it
to the Certificateholders (other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate)
together with such instructions for response as the Certificate Administrator shall reasonably determine. If at any time Certificateholders
holding greater than 50% of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially
owned by the Master Servicer or its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion
Loan Holder shall have consented in writing to the proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice, such action shall be deemed to comply with the Servicing Standard.
The Certificate Administrator shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable,
of the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing
provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect
to routine servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section
6.07     Rating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each
Rating Agency including, but not limited to, surveillance fees.


 


Section
6.08     Termination of the Special Servicer Without Cause.


 


(a)          At
any time prior to the occurrence and continuance of a Control Termination Event (or if a Control Termination Event has occurred
but is no longer continuing), the Controlling Class Representative shall be entitled to terminate the rights (subject to Section
3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under
this Agreement with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination and any Excluded
Mortgage Loan), with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer,
the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with respect to a Serviced
Loan Combination, the related Companion Loan Holder(s).


 






    	-319-



    	 



    

 


With
respect to any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder shall be entitled, to
the extent provided in the related Co-Lender Agreement, at any time to terminate the rights (subject to Section 3.12, Section
6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement solely with
respect to such Serviced Outside Controlled Loan Combination, with or without cause, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and any other related Companion Loan
Holder(s).


 


Upon
a termination (pursuant to the first or the second paragraph of this Section 6.08(a)) or a resignation (pursuant to Section
6.04(b) of this Agreement) of the Special Servicer with respect to the applicable Serviced Loan(s), the Controlling Class
Representative (with respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related
Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall appoint
a successor Special Servicer with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination)
or the related Serviced Outside Controlled Loan Combination, as the case may be; provided, however, that (i) such successor shall
meet the requirements set forth in Section 7.02 of this Agreement, (ii) the Controlling Class Representative (with respect
to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related Outside Controlling Note Holder
(with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall (at no expense to the Trust) obtain and
deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation with respect to such proposed successor
acting as a Special Servicer and (iii) in the case of the appointment of a successor Special Servicer with respect to a Serviced
Loan Combination, the Controlling Class Representative (with respect to the Serviced Loans other than any Serviced Outside Controlled
Loan Combination) or the related Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination),
as applicable, shall (at no expense to the Trust or any related Other Securitization Trust) obtain and deliver to the certificate
administrator (if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate Administrator
and the Trustee) a Companion Loan Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer
for each related Serviced Companion Loan.


 


Following
the occurrence and during the continuance of a Control Termination Event, upon (i) the written direction of Holders of Certificates
evidencing not less than 25% of the Voting Rights of the Certificates (other than the Class R Certificates) requesting a vote
to terminate and replace the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled
Loan Combination) with a proposed successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of
the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and
(iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation with respect to
the termination of the existing Special Servicer and the replacement thereof with the proposed successor (with the reasonable
fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be an expense of such Holders),
the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders by posting such notice on
its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the written direction of (a)
Holders of Certificates (other than the Class R Certificates) evidencing at least 66-2/3% of a


 






    	-320-



    	 



    

 


Certificateholder
Quorum or (b) Holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each Class of Non-Reduced Certificates
(considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same
alphabetical designation as a single “Class” for such purpose), the Trustee shall terminate all of the rights (subject
to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer
under this Agreement with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination), and the
proposed successor Special Servicer shall succeed to the duties of the Special Servicer with respect to the Serviced Loans (other
than any Serviced Outside Controlled Loan Combination) all as if a removal and replacement were occurring pursuant to Section
7.01 and Section 7.02 of this Agreement; provided that if such written direction is not provided within 180
days of the initial request for a vote to terminate and replace the Special Servicer, then such written direction shall have no
force and effect. The provisions set forth in the foregoing sentences of this paragraph shall be binding upon and inure to the
benefit of solely the Certificateholders and the Trustee as between each other. The Special Servicer shall not have any cause
of action based upon or arising from any breach or alleged breach of such provisions. As between the Special Servicer, on the
one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to vote
for the termination or not vote for the termination of the Special Servicer.


 


The
Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Beneficial
Owner may access notices on the Certificate Administrator’s Website and each Certificateholder and Beneficial Owner may
register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s Website; provided
that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for the reasonable
expenses of posting such notices.


 


(b)          At
any time after the occurrence and during the continuance of a Consultation Termination Event, if the Operating Advisor determines
that the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance with the
Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special
Servicer, a written recommendation in the form of Exhibit T attached hereto (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided that in no event shall the information or any other content included
in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its position (along
with relevant information justifying its recommendation) and recommending a replacement special servicer with respect to the Serviced
Loans (other than any Serviced Outside Controlled Loan Combination), meeting the applicable requirements of this Agreement, which
recommended special servicer has agreed to succeed the then-current Special Servicer if appointed in accordance herewith. In any
such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s
Website and by mail send notice of such recommendation to all Certificateholders, asking them to vote whether they wish to remove
the Special Servicer with respect to the applicable Serviced Loan(s). Upon (i) the written direction (as evidenced by votes cast)
of Holders of each Class of Non-Reduced Certificates evidencing greater than 50% of the aggregate Voting Rights of each Class
of Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates together


 






    	-321-



    	 



    

 


with
the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose) within 180 days
of the initial request for a vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed
to the Certificateholders) and (ii) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator
following satisfaction of the foregoing clause (i), the Trustee shall (x) terminate all of the rights (subject to Section 3.12,
Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement
with respect to the applicable Serviced Loan(s), (y) appoint the recommended successor Special Servicer and (z) promptly notify
such outgoing Special Servicer of the effective date of such termination. The reasonable fees and out-of-pocket costs and expenses
associated with obtaining such Rating Agency Confirmation and administering such vote shall be an Additional Trust Fund Expense.
If the Certificate Administrator does not receive the required written direction contemplated by clause (i) of the second preceding
sentence within 180 days of the initial request for such vote (which, for the avoidance of doubt, is the date on the which the
aforementioned notice was mailed to the Certificateholders), then the Trustee shall have no obligation to remove the Special Servicer
and such recommendation shall lapse and have no force or effect. Prior to the appointment of any replacement special servicer,
such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement
with respect to the applicable Serviced Loan(s), and to act as the Special Servicer’s successor hereunder. No penalty or
fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 6.08(b).
The Special Servicer for a Serviced Outside Controlled Loan Combination may not be replaced pursuant to this paragraph unless
the related Outside Controlling Note Holder so consents.


 


(c)          In
no event may a successor Special Servicer be a current or former Operating Advisor or any Affiliate of such current or former
Operating Advisor. Further, such successor must be a Person that (i) satisfies all of the eligibility requirements applicable
to special servicers contained in this Agreement and, in the case of a Serviced Loan Combination, in the related Co-Lender Agreement,
(ii) is not obligated or allowed to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect
of its obligations under this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation by
the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive any
compensation from the Operating Advisor and (iv) is not entitled to receive any fee from the Operating Advisor for its appointment
as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders.


 


(d)          The
appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination
fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection
with the replacement of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders or the
Serviced Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund.


 






    	-322-



    	 



    

 


(e)          No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if
applicable, each related Other Depositor shall have received the written notice and information with respect to the successor
Special Servicer as set forth in Section 10.02(a) and (iii) subject to Section 11.13 of this Agreement, each Rating
Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required pursuant to
Section 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator and their
respective counterparts with respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation, in each case
with respect to such termination and appointment of a successor.


 


(f)          Any
successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a) of
this Agreement mutatis mutandis as of the date of its succession.


 


(g)          In
the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in writing
to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage
Loan(s) and/or Serviced Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have hereunder
as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including, without limitation,
the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts
until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date
of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing Workout
Fees in accordance with the terms hereof).


 


(h)          If
(1) a replacement special servicer is appointed with respect to a Serviced Loan Combination or any related REO Property in accordance
with Article VII or this Section 6.08 or (2) an Excluded Mortgage Loan Special Servicer is appointed with respect
to an Excluded Special Servicer Mortgage Loan, such that there are multiple parties acting as Special Servicer hereunder, then,
unless the context clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special
Servicer hereunder or the performance of such duties and obligations, the term “Special Servicer” shall mean (A) the
applicable Loan Combination Special Servicer, insofar as such duties and obligations relate to the subject Serviced Loan Combination
or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such duties and obligations
relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General Special Servicer,
in all other cases (provided, that in Section 3.15 and Article VII of this Agreement, the term “Special Servicer”
shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General
Special Servicer); (ii) when used in the context of identifying the recipient of any information, funds, documents, instruments
and/or other items, the term “Special Servicer” shall mean (A) the applicable Loan Combination


 






    	-323-



    	 



    

 


Special
Servicer, insofar as such information, funds, documents, instruments and/or other items relate to the subject Serviced Loan Combination
or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such information, funds, documents,
instruments and/or other items relate to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C)
the General Special Servicer, in all other cases; (iii) when used in the context of granting the Special Servicer the right to
purchase all of the Mortgage Loans and all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement,
the term “Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context of the Special
Servicer being replaced pursuant to this Section 6.08 by the Controlling Class Representative or the applicable Certificateholders,
the term “Special Servicer” shall mean the General Special Servicer, the applicable Loan Combination Special Servicer
or the applicable Excluded Mortgage Loan Special Servicer, if applicable; (v) when used in the context of granting the Special
Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer”
shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General
Special Servicer; and (vi) when used in the context of requiring indemnification from, imposing liability on, or exercising any
remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence,
bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties
and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer”
shall mean the applicable Loan Combination Special Servicer, the applicable Excluded Mortgage Loan Special Servicer or the General
Special Servicer, as applicable.


 


(i)          References
in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of special servicer
with respect to the Mortgage Pool (exclusive of (A) any Serviced Loan Combination or related REO Property as to which a different
Loan Combination Special Servicer has been appointed with respect thereto and (B) any Excluded Special Servicer Mortgage Loan
or any related REO Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with respect thereto).


 


(j)          Notwithstanding
anything to the contrary contained in this Section 6.08, if the Special Servicer is, or becomes, a Borrower Party with
respect to any Mortgage Loan or Loan Combination, then the Special Servicer shall resign in such capacity with respect to such
Excluded Special Servicer Mortgage Loan. Prior to the occurrence and continuance of a Control Termination Event, if the Excluded
Special Servicer Mortgage Loan is not also an Excluded Mortgage Loan, the Controlling Class Representative shall appoint (and
replace with or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special Servicer, for
the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If such Excluded Special Servicer Mortgage
Loan is also an Excluded Mortgage Loan, the largest Controlling Class Certificateholder (by Certificate Principal Amount) that
is not an Excluded Controlling Class Holder shall appoint (and replace with or without cause) the Excluded Mortgage Loan Special
Servicer for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If a Control Termination Event
has occurred and is continuing, neither the Controlling Class Representative nor any other Controlling Class Certificateholder
shall be entitled to remove or replace the Special Servicer with respect to any Excluded Special Servicer Mortgage Loan. If a
Control Termination Event has occurred and is


 






    	-324-



    	 



    

 


continuing
but prior to the occurrence and continuance of a Consultation Termination Event, the largest Controlling Class Certificateholder
that is not an Excluded Controlling Class Holder shall have the right to appoint the Excluded Mortgage Loan Special Servicer.
If (a) neither the Controlling Class Representative nor any Controlling Class Certificateholder is entitled to appoint the Excluded
Mortgage Loan Special Servicer for the related Excluded Special Servicer Mortgage Loan pursuant to the foregoing or (b) a Consultation
Termination Event has occurred and is continuing, an Excluded Mortgage Loan Special Servicer shall be appointed with respect to
such Excluded Special Servicer Mortgage Loan in accordance with the immediately succeeding paragraph of this Section 6.08.


 


If
(a) neither the Controlling Class Representative nor any Controlling Class Certificateholder is entitled to appoint the Excluded
Mortgage Loan Special Servicer for the related Excluded Special Servicer Mortgage Loan pursuant to the first paragraph of this
Section 6.08(j) or (b) a Consultation Termination Event has occurred and is continuing, upon resignation of the Special
Servicer with respect to an Excluded Special Servicer Mortgage Loan, at the expense of the Trust Fund, the Certificate Administrator
shall promptly provide written notice of such resignation to all Certificateholders by posting such notice on the Certificate
Administrator’s Website and the Excluded Mortgage Loan Special Servicer shall be appointed upon the written direction of
more than 50% of the Voting Rights of the Certificates that exercise their right to vote (provided that holders of at least 20%
of the Voting Rights of the Certificates exercise their right to vote). If such Excluded Mortgage Loan Special Servicer has not
been appointed pursuant to the preceding sentence within 30 days after the Special Servicer has provided its written notice of
resignation, the Certificate Administrator shall provide written notice to the resigning Special Servicer that such Excluded Mortgage
Loan Special Servicer has not been appointed and such resigning Special Servicer shall appoint such Excluded Mortgage Loan Special
Servicer.


 


If
at any time the Person that had acted as the Special Servicer for any Mortgage Loan or Loan Combination prior to such Mortgage
Loan or Loan Combination, as the case may be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party
(including, without limitation, as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded
Special Servicer Mortgage Loan) with respect to such Mortgage Loan or Loan Combination, as the case may be, (1) the related Excluded
Mortgage Loan Special Servicer shall resign, (2) such Mortgage Loan or Loan Combination, as the case may be, shall no longer be
an Excluded Special Servicer Mortgage Loan, (3) such original Special Servicer shall become the Special Servicer again for such
Mortgage Loan or Loan Combination, as the case may be, and (4) such original Special Servicer shall be entitled to all Special
Servicing Compensation and Additional Special Servicing Compensation with respect to such Mortgage Loan or Loan Combination, as
the case may be, earned during such time on and after such Mortgage Loan or Loan Combination, as the case may be, is no longer
an Excluded Special Servicer Mortgage Loan.


 


The
Excluded Mortgage Loan Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded
Special Servicer Mortgage Loan and will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation
with respect to such Excluded Special Servicer Mortgage Loan earned during such time as the related Mortgage Loan is an Excluded
Special Servicer Mortgage Loan.


 






    	-325-



    	 



    

 


(k)          If
a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as applicable,
has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage Loan
or an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special
Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this
Agreement.


 


Section
6.09     The Directing Holder and the Controlling Class Representative.


 


(a)          The
related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved) or the Controlling Class
Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved and a Control Termination
Event does not exist), as applicable, shall be entitled: (1) with respect to the applicable Serviced Loan(s) that are Specially
Serviced Loan(s), to advise the Special Servicer as to all matters; (2) with respect to the applicable Serviced Loan(s) that are
Performing Serviced Loan(s), to advise the Special Servicer as to all matters for which the Master Servicer must obtain the consent
or deemed consent of the Special Servicer for a Major Decision; and (3) in the case of the Controlling Class Representative, with
respect to any Outside Serviced Trust Loan, to exercise consultation and consent rights (if any) and attend annual meetings with
the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of such Outside
Serviced Trust Loan is entitled to such rights pursuant to the related Co-Lender Agreement. In addition, notwithstanding anything
herein to the contrary, except as set forth in, and in any event subject to Section 6.09(b) and the second and third paragraphs
of this Section 6.09(a), (a) the Master Servicer shall not be permitted to take any of the actions constituting a Major
Decision unless it has obtained the consent of the Special Servicer, who shall have 15 Business Days (or 60 days with respect
to the determination of an Acceptable Insurance Default) (from the date that the Special Servicer receives the information from
the Master Servicer) to analyze and make a recommendation regarding such Major Decision (provided that if the Special Servicer
does not consent, or notify the Master Servicer that it will not consent, to such Major Decision within the required 15 Business
Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented to such Major Decision), and (b)
for so long as no Control Termination Event exists, the Special Servicer shall not be permitted to consent to the Master Servicer’s
taking any of the actions constituting a Major Decision nor will the Special Servicer itself be permitted to take any of the actions
constituting a Major Decision as to which the related Directing Holder has objected in writing within ten (10) Business Days (or
in the case of a determination of an Acceptable Insurance Default, twenty (20) days) after receipt of the written recommendation
and analysis from the Special Servicer (provided that (i) if such written objection has not been received by the Special
Servicer within such ten (10) Business Day period or twenty (20) day period, as applicable, then the related Directing Holder
will be deemed to have approved such action and (ii) the consent of the Controlling Class Representative shall not be required
in connection with a Major Decision with respect to an Excluded Mortgage Loan); and provided, further, that, as
to both clause (a) and clause (b) above, in the event that the Special Servicer or Master Servicer (in the event
the Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action,
with respect to a Major Decision, or any other matter requiring consent of the related Directing Holder, is necessary to protect
the interests of the


 






    	-326-



    	 



    

 


Certificateholders
and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if
such Certificateholders and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted
a single lender (and, with respect to a Serviced AB Loan Combination, taking into account the subordinate nature of the related
Subordinate Companion Loan)), the Special Servicer or Master Servicer, as applicable, may take any such action without waiting
for the Directing Holder’s (or, if applicable, the Special Servicer’s) response. Notwithstanding the foregoing, if
the Controlling Class Representative is the related Directing Holder, the Special Servicer is not required to obtain the consent
of the Controlling Class Representative prior to taking, or consenting to the Master Servicer’s taking of, any Major Decision
following the occurrence and during the continuance of a Control Termination Event; provided that, after the occurrence
and during the continuance of a Control Termination Event, the Special Servicer shall consult (on a non-binding basis) with the
Controlling Class Representative (other than with respect to any Excluded Mortgage Loan and only until the occurrence and continuance
of a Consultation Termination Event) and the Operating Advisor in connection with any Major Decision and consider alternative
actions recommended by the Controlling Class Representative and the Operating Advisor, but only to the extent such consultation
with, or consent of, the Controlling Class Representative would have been required prior to the occurrence and continuance of
such Control Termination Event; and provided, further, that the Controlling Class Representative (with respect to
any Serviced Outside Controlled Loan Combination that does not include an Excluded Mortgage Loan and for so long as no Consultation
Termination Event exists) and the Operating Advisor (if a Control Termination Event exists) may consult regarding a Serviced Outside
Controlled Loan Combination only if and to the extent that the holder of the related Split Mortgage Loan is granted consultation
rights under the related Co-Lender Agreement. For the avoidance of doubt, with respect to any Serviced Outside Controlled Loan
Combination, the Special Servicer shall be responsible for obtaining any consent or deemed consent of the related Outside Controlling
Note Holder for “Major Decisions” (as such term or any analogous term is defined in the related Co-Lender Agreement)
to the extent such consent is required under this Agreement or under the terms of the related Co-Lender Agreement. Notwithstanding
the foregoing, the Controlling Class Representative shall have no consent or consultation rights with respect to Major Decisions
with respect to any Excluded Mortgage Loan.


 


In
addition, each of (x) the Controlling Class Representative (with respect to each Serviced Loan other than (i) a Serviced Outside
Controlled Loan Combination and (ii) any Excluded Mortgage Loan, and provided that a Control Termination Event does not exist)
and (y) the related Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination) may direct
the Special Servicer to take, or to refrain from taking, such other actions with respect to the applicable Serviced Loan(s) as
such party may reasonably deem advisable or as to which provision is otherwise made herein. Notwithstanding anything herein to
the contrary, no such direction, and no objection, advice or consultation contemplated by the preceding paragraph or this paragraph,
may require or cause the Master Servicer or the Special Servicer to violate any provision of any related Loan Documents, any related
Co-Lender Agreement, any intercreditor agreement, applicable law, this Agreement or the REMIC Provisions, including without limitation
each of the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard,
or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Fund or the Trustee to liability,
or materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities


 






    	-327-



    	 



    

 


under
this Agreement or any Co-Lender Agreement or cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the Special Servicer is not in the best interests of the Certificateholders
and/or the Serviced Companion Loan Holders.


 


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by a Directing Holder or
any advice from a Directing Holder would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the
terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law, the REMIC Provisions
or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable,
shall disregard such refusal to consent or advise and notify in writing such Directing Holder, the Trustee and, for posting to
the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information
Provider of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of a Directing
Holder that does not violate any law or the Servicing Standard or any other provisions of this Agreement, will not result in any
liability on the part of the Master Servicer or the Special Servicer.


 


For
so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled,
with respect to each Outside Serviced Trust Loan other than any Excluded Mortgage Loan, to exercise the consent or approval rights
set forth in Section 3.01(i) of this Agreement; and for so long as no Consultation Termination Event has occurred and is
continuing, the Controlling Class Representative shall be entitled, with respect to each Outside Serviced Trust Loan other than
any Excluded Mortgage Loan, to exercise any consultation rights permitted under the related Co-Lender Agreement in respect of
“Major Decisions” (or any analogous concept) and the implementation of “Asset Status Reports” (or any
analogous concept) under, and within the meaning of, the applicable Outside Servicing Agreement and attend an annual meeting with
the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of such Outside
Serviced Trust Loan is entitled to such rights pursuant to the related Co-Lender Agreement.


 


The
Directing Holder will have no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the
taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholder that would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard
of obligations or duties.


 


By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:
(i) a Directing Holder may have special relationships and interests that conflict with those of Holders of one or more Classes
of Certificates; (ii) a Directing Holder may act solely in its own interests (or, in the case of the Controlling Class Representative,
in the interests of the Holders of the Controlling Class); (iii) a Directing Holder does not have any liability or duties to the
Holders of any Class of Certificates (other than, in the case of the Controlling Class Representative, the Controlling Class);
(iv) a


 






    	-328-



    	 



    

 


Directing
Holder may take actions that favor its own interests (or in the case of the Controlling Class Representative, the interests of
the Holders of the Controlling Class) over the interests of the Holders of one or more other Classes of Certificates; and (v)
a Directing Holder shall have no liability whatsoever (other than, in the case of the Controlling Class Representative, to a Controlling
Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph, and that no Certificateholder
may take any action whatsoever against any Directing Holder or any affiliate, director, officer, employee, shareholder, member,
partner, agent or principal thereof for having so acted; provided, however, that the rights of a Directing Holder
are subject to any related mezzanine intercreditor agreement.


 


(b)          Notwithstanding
anything to the contrary contained herein:


 


(i)           after
the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall have no right
to consent to any action taken or not taken by any party to this Agreement;


 


(ii)          after
the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports or information to
which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than any Excluded Mortgage
Loan), and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling Class Representative
in connection with any action to be taken or refrained from taking with respect to the applicable Serviced Loan(s) (other than
any Excluded Mortgage Loan), but only to the extent consultation with, or consent of, the Controlling Class Representative would
have been required under such circumstances prior to the occurrence and continuance of such Control Termination Event; provided,
however, that the Controlling Class Representative shall not be permitted to consult with respect to any Serviced AB Loan
Combination while any related Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


 


(iii)         after
the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have
no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as a Directing Holder; and


 


(iv)         no
Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage
Loan.


 


(c)          Notwithstanding
anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from taking any action
pursuant to instructions from a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause
any one of them to violate applicable law, the terms of the related Serviced Loan Combination, the related Co-Lender Agreement,
this Agreement, including the Servicing Standard, or the REMIC Provisions or that would (i) expose the Master Servicer, the Special
Servicer, the Depositor, a Mortgage Loan Seller, the Trust Fund, the


 






    	-329-



    	 



    

 


Trustee,
the Operating Advisor, the Certificate Administrator or their respective Affiliates, officers, directors, employees or agents
to any claim, suit or liability, (ii) materially expand the scope of the Master Servicer’s or the Special Servicer’s
responsibilities, or (iii) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that is not in
the best interests of the Certificateholders.


 


(d)          Each
Certificateholder and Beneficial Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase
of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate
Administrator and to notify the Certificate Administrator of the transfer of any Control Eligible Certificate (or the beneficial
ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal
thereof. Any such Certificateholder (or Beneficial Owner) or its designee at any time appointed Controlling Class Representative
is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest
in a Control Eligible Certificate) to notify the Certificate Administrator when such Certificateholder (or Beneficial Owner) or
designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate
Administrator shall notify the Special Servicer, the Master Servicer, the Operating Advisor and the Trustee of the identity of
the Controlling Class Representative, any resignation or removal thereof and/or any new Holder or Beneficial Owner of a Control
Eligible Certificate. In addition, upon the request of the Master Servicer, the Special Servicer, the Operating Advisor or the
Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt basis) the identity of the then-current
Controlling Class and a list of the Certificateholders (or Beneficial Owners, if applicable, at the expense of the Trust if such
expense arises in connection with an event as to which the Controlling Class Representative or the Controlling Class has consent
or consultation rights pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection
with its obligation under Section 3.29(d)(ii) of this Agreement to deliver a copy of the Operating Advisor Annual Report to the
Controlling Class Representative, and otherwise at the expense of the requesting party) of the Controlling Class to such requesting
party, and each of the Master Servicer, Special Servicer, Operating Advisor and the Trustee shall be entitled to rely on the information
so provided by the Certificate Administrator.


 


In
the event of a change in the Controlling Class, the Certificate Administrator shall promptly contact the current Holder(s) (or,
in the case of book-entry Certificates, Beneficial Owners) of the Controlling Class (or any designee(s) thereof) or one of its
affiliates or, if applicable, any successor Controlling Class Representative or Controlling Class Certificateholder(s), and determine
whether any such entity is the Holder (or Beneficial Owner) of at least a majority of the Controlling Class (in effect after such
change in Controlling Class) by Certificate Principal Amount. If at any time that the current Holder of the Controlling Class
(or its designee) or one of its Affiliates, or any successor Controlling Class Representative or Controlling Class Certificateholder(s)
is no longer the Holder (or Beneficial Owner) of at least a majority of the Controlling Class by Certificate Principal Amount
and the Certificate Administrator has neither (i) received notice of the then-current Controlling Class Certificateholders of
at least a majority of the Controlling Class by Certificate Principal Amount nor (ii) received notice of a replacement Controlling
Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation Termination Event shall be


 






    	-330-



    	 



    

 


deemed
to have occurred and shall be deemed to continue until such time as the Certificate Administrator receives either such notice.


 


Upon
receipt of notice of a change in Controlling Class Representative, the Certificate Administrator shall promptly forward notice
thereof to each other party to this Agreement.


 


On
the Closing Date, the initial Controlling Class Representative shall deliver (which delivery may be by electronic mail) to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor a certification substantially
in the form of Exhibit M-1E to this Agreement. Upon the resignation or removal of the existing Controlling Class Representative,
any successor Controlling Class Representative shall also deliver to the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator and the Operating Advisor a certification substantially in the form of Exhibit M-1E to this Agreement
prior to being recognized as the new Controlling Class Representative.


 


(e)          Once
a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Depositor, the Certificate Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable)
shall be entitled to rely on such selection unless a majority of the Certificateholders of the Controlling Class, by Certificate
Principal Amount, or such Controlling Class Representative shall have notified the Certificate Administrator, the Master Servicer
and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling Class Representative
or the selection of a new Controlling Class Representative. Upon receipt of written notice of, or other knowledge of, the resignation
of a Controlling Class Representative, the Certificate Administrator shall request the Certificateholders of the Controlling Class
to select a new Controlling Class Representative.


 


(f)          If
at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related
Beneficial Owner or Beneficial Owners (through the Depository, unless the Certificate Administrator shall have been previously
provided with the name and address of such Beneficial Owner or Beneficial Owners) of such event and shall request that it be informed
of any change in the identity of the related Beneficial Owner from time to time.


 


(g)          Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor and
the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the identity
of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 






    	-331-



    	 



    

 


Article
VII



DEFAULT


 


Section
7.01     Servicer Termination Events. 


 


(a)         “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)          (A)
any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit
or remittance is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business
Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, the
Distribution Account, the Excess Interest Distribution Account or the Exchangeable Distribution Account any amount required to
be so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date;
or


 


(ii)        any
failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial Account,
as applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business
Day after the time specified by, the terms of this Agreement; or


 


(iii)       any
failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to
pay the premium for any insurance policy required to be maintained under this Agreement or such shorter period (not less than
two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or
the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the
Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates of any Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable thereto (considering
each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same alphabetical
designation as a single “Class” for such purpose) or, if affected thereby, by a Serviced Companion Loan Holder; provided,
however, if any such failure with a 30-day cure period is capable of being cured and the Master Servicer or Special Servicer,
as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days (provided that
the Master Servicer, or Special Servicer, as applicable, has commenced to cure such


 






    	-332-



    	 



    

 


failure
within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure);
or


 


(iv)        any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or any Serviced Companion Loan Holder
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be
remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and
the Trustee by the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced
Companion Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the
Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days (provided
that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day
period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or


 


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


 


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


 


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


 


(viii)      either
Moody’s or KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion
Loan Securities, or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities
on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or
(B), publicly citing servicing concerns with the Master Servicer or the


 






    	-333-



    	 



    

 


Special
Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or
“watch status” placement has not been withdrawn by such Rating Agency (or, in the case of Serviced Companion Loan
Securities, any Companion Loan Rating Agency), within 60 days of such event);


 


(ix)        with
respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer ceases
to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within
60 days, as the case may be; or


 


(x)          the
Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer
or the Special Servicer after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S), shall (A) for so
long as the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver the items required
to be delivered by this Agreement to enable the Certificate Administrator or Depositor to comply with the reporting obligations
of the Trust under the Exchange Act or (B) for so long as any Other Securitization Trust is subject to the reporting requirements
of Regulation AB or the Exchange Act, fail to deliver any Exchange Act reporting items required to be delivered by such servicer
to the related Other Depositor or related Other Exchange Act Reporting Party pursuant to Article X of this Agreement, in the case
of each of clauses (A) and (B), within (a) with respect to the delivery of any item relating to a Reportable Event, two (2) Business
Days of such failure to comply with Article X or (b) with respect to the delivery of any other item, five (5) Business
Days of such failure to comply with Article X (any primary servicer or Sub-Servicer that defaults in accordance with this
Section 7.01(a)(x) shall be terminated at the direction of the Depositor);


 


then,
and in each and every such case, so long as a Servicer Termination Event shall not have been remedied, either (i) the Trustee
may or (ii) upon the written direction of the Holders of at least 25% of the aggregate Voting Rights of all Certificates (or,
solely in the case of a Serviced Loan Combination, upon the written direction of an affected Serviced Companion Loan Holder) to
the Trustee, then the Trustee shall, terminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything
to the contrary, it shall not be a Servicer Termination Event with respect to the pool of Mortgage Loans under clauses (i), (ii),
(iii), (iv), (viii) or (ix) above if the failure, default or event only has an adverse effect on a Serviced Companion Loan, a
Serviced Companion Loan Holder or a rating on any Serviced Companion Loan Securities, but shall be a Servicer Termination Event
with respect to the related Serviced Companion Loan and any related Serviced Companion Loan Holder shall: (i) in the case of any
such failure, default or event on the part of the Master Servicer, have the remedies set forth in Section 7.01(d) with
respect to the Servicer Termination Event with respect to the related Serviced Companion Loan; and (ii) with respect to any such
failure, default or event on the part of the Special Servicer, be able to require termination of the Special Servicer with respect
to, but only with respect to, the related Serviced Loan Combination.


 






    	-334-



    	 



    

 


In
the event that the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section
7.01, the Master Servicer shall also be terminated as Special Servicer.


 


(b)          If
the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or Section 7.01(a)(ix) and if the Master Servicer to be terminated pursuant to Section
7.01(c) provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days
following such termination notice, then the Master Servicer shall continue to service as Master Servicer hereunder until a successor
Master Servicer is selected in accordance with this Section 7.01(b). Upon receipt of the “request for proposal”
materials, Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer
pursuant to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage Loans and the Serviced Loan
Combinations under this Agreement from at least three (3) Persons qualified to act as a successor Master Servicer hereunder in
accordance with Section 6.04 (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified
Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; provided that,
the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further,
that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service
the Mortgage Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition
of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within 45
days after the notice of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash
bid (the “Successful Bidder”) to act as successor Master Servicer hereunder; provided, however,
that if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of
such Successful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above-described 45-day
time period) until such confirmation is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement
as successor Master Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master
Servicer.


 


Upon
the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement)
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant
to Section 7.01(c) of this Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


The
Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations,
which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above-described time period
or no Successful Bidder was identified within the above-described time period, the Master Servicer to be terminated pursuant to


 






    	-335-



    	 



    

 


Section
7.01(c) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under this Section 7.01(b). The Trustee thereafter
may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)          In
the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee shall,
by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Loan Combination
and the proceeds thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the receipt by the
Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect to the Certificates
(except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder)
or the Mortgage Loans and Serviced Loan Combination or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and
at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to
do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement or assignment of the Mortgage Loans and Serviced Loan Combination and related documents,
or otherwise. The Master Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section
7.01, to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense,
the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or
the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this
Agreement) with all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant
to Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed
pursuant to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder
to assume its functions hereunder, and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting
the termination and transfer of its responsibilities and rights hereunder, including, without limitation, the transfer to the
successor Master Servicer or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts
which shall at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account,
any Loan Combination Custodial Account, any REO Account or Lock-Box Account shall thereafter be received with respect to the Mortgage
Loans and Serviced Loan Combination, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer
(which may include the Trustee), as applicable, all documents and records reasonably requested by it, such documents and records
to be provided in such form as the Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including
electromagnetic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All
reasonable costs and expenses actually


 






    	-336-



    	 



    

 


incurred
by the Trustee, the Certificate Administrator or the successor Master Servicer or successor Special Servicer in connection with
transferring Mortgage Files, Servicing Files and related information, records and reports to the successor Master Servicer or
Special Servicer and amending this Agreement to reflect (as well as providing appropriate notices to Mortgagors, ground lessors,
insurers and other applicable third parties regarding) such succession as successor Master Servicer or successor Special Servicer
pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer, as applicable,
upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or Special Servicer
(as the case may be) has not reimbursed the Trustee, the Certificate Administrator or the successor Master Servicer or Special
Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed
by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability for such expenses.


 


(d)          Notwithstanding
Sections 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part of the Master Servicer affects
a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion
Loan Securities and the Master Servicer is not otherwise terminated in accordance with Section 7.01(c), or (2) a Servicer
Termination Event on the part of the Master Servicer occurs that affects only a Serviced Companion Loan, the related Serviced
Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities, the Master Servicer may not
be terminated in accordance with Section 7.01(c), but, at the written direction of the related Serviced Companion Loan
Holder, the Master Servicer shall appoint, within 30 days of such direction, a sub-servicer (or, if the related Serviced Loan
Combination is currently being sub-serviced, to replace, within 30 days of such direction, the then current sub-servicer with
a new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer at the direction of a Serviced
Companion Loan Holder in accordance with this Section 7.01(d), the Master Servicer shall obtain a Rating Agency Confirmation
from each Rating Agency. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer
at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall be responsible for all
duties, and shall be entitled to all compensation (other than the Excess Servicing Fee Right), of the Master Servicer under this
Agreement with respect to the related Serviced Loan Combination, except that the Master Servicer shall be entitled to retain a
portion of the Servicing Fee for the Mortgage Loan that is part of the related Serviced Loan Combination calculated at 0% per
annum with respect to such Mortgage Loan (and any related REO Mortgage Loan). Such sub-servicing agreement (a) may be terminated
without cause and without payment of any fee and (b) shall also provide that such sub-servicer shall agree to become the master
servicer under a separate servicing agreement for the applicable Serviced Loan Combination in the event that such Serviced Loan
Combination is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing
and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the
corresponding provisions of this Agreement, except for the fact that the applicable Serviced Loan Combination and the related
Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If
any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder in accordance with this
Section 7.01(d) shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a
substitute


 






    	-337-



    	 



    

 


sub-servicer
and obtain a Rating Agency Confirmation. In the event a successor Master Servicer is acting hereunder and that successor Master
Servicer desires to terminate the sub-servicer appointed under this Section 7.01(d), the terminated Master Servicer that
was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible for all
costs incurred in connection with such termination, including the payment of any termination fee.


 


(e)          If
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which, for
the purposes of this clause (e), shall include any publications by Moody’s, Fitch or KBRA of which the Trustee, the
Certificate Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from Moody’s,
Fitch or KBRA that the Master Servicer or the Special Servicer no longer is an approved master servicer or approved special servicer,
as applicable, then such party shall promptly notify the others, and the Certificate Administrator shall notify the related Serviced
Companion Loan Holder of the same.


 


Section
7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or
the Special Servicer receives a notice of termination pursuant to Section 7.01, the Trustee shall, subject to the following
provisions of this Section 7.02, be its successor in all respects in its capacity as Master Servicer or Special Servicer
under this Agreement and the transactions set forth or provided for herein and, except as provided herein, shall be subject to
all the responsibilities, duties, limitations on liability and liabilities relating thereto and arising thereafter placed on the
Master Servicer or Special Servicer by the terms and provisions hereof; provided, however, that (i) the Trustee
shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission of the Master Servicer
or Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated
Party’s failure to provide, or delay in providing, records, tapes, disks, information or moneys shall not be considered
a default by such successor hereunder. The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified
to the full extent provided the Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s
or the Special Servicer’s termination. The appointment of a successor Master Servicer or successor Special Servicer shall
not affect any liability of the predecessor Master Servicer or Special Servicer which may have arisen prior to its termination
as Master Servicer or Special Servicer. The Trustee shall not be liable for any of the representations, liabilities or warranties
of the Master Servicer or Special Servicer herein or in any related document or agreement, for any acts or omissions of the predecessor
Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any Permitted Investment by the Master
Servicer pursuant to Section 3.07 of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or
Serviced Loan Combination hereunder. As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer
shall be entitled to the Servicing Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage
Loans and Serviced Companion Loans that accrue after the date of the Trustee’s succession to which the Master Servicer or
Special Servicer would have been entitled if the Master Servicer or Special Servicer, as applicable, had continued to act hereunder.
In the event any Advances made by the Master Servicer and the Trustee shall at any time be outstanding, or any amounts of interest
thereon shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely
to the Advances


 






    	-338-



    	 



    

 


made
by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in full.
Notwithstanding the above and subject to Section 6.08, the Trustee may, if it shall be unwilling to so act, or shall, if
it is unable to so act, or if the Holders of Certificates entitled to at least 25% of the aggregate Voting Rights so request in
writing to the Trustee, or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting,
promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution
for which a Rating Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer
or Special Servicer, as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), as the successor
to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer or Special Servicer hereunder; provided that, the related Outside Controlling
Note Holder shall have the right to approve a successor Special Servicer with respect to any Serviced Outside Controlled Loan
Combination, and prior to the occurrence and continuance of a Control Termination Event, the Controlling Class Representative
shall have the right to approve a successor Special Servicer with respect to the other Serviced Loans. No appointment of a successor
to the Master Servicer or Special Servicer hereunder shall be effective until (i) the assumption by such successor of all the
Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) in the case of
the appointment of a successor Special Servicer, the Depositor and, if applicable, each related Other Depositor shall have received
the written notice and information with respect to such successor Special Servicer as set forth in Section 10.02(a). Pending
appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer)
hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above
provided. Pending the appointment of a successor to the Special Servicer, unless the Master Servicer is also the Special Servicer,
the Master Servicer shall act in such capacity. In connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and Serviced Companion Loans
as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted
the Terminated Party hereunder; provided, further, that if no successor to the Terminated Party can be obtained
to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts
in excess of that permitted the Terminated Party shall be treated as Realized Losses; and provided, further that,
for so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling
Class Representative (and, if a Serviced Outside Controlled Loan Combination is affected, the Trustee shall consult with the related
Outside Controlling Note Holder) prior to the appointment of a successor to the Terminated Party at such amounts in excess of
that permitted the Terminated Party. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall
take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce
the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the
terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may


 






    	-339-



    	 



    

 


reduce
the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer that meets the requirements of this Section 7.02.


 


Section
7.03     Notification to Certificateholders.


 


(a)          Upon
any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer,
the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing
in the Certificate Register, to the Serviced Companion Loan Holders, and electronically, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 11.13 of this Agreement, to the Rule 17g-5 Information Provider.


 


(b)          Within
30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of
Certificates and any affected Serviced Companion Loan Holder (to the extent the Certificate Administrator has received the notice
information for such Serviced Companion Loan Holder after a request therefor) and electronically, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 11.13 of this Agreement, to the Rule 17g-5 Information Provider
notice of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating
Advisor Termination Event shall have been cured or waived.


 


Section
7.04     Other Remedies of Trustee. During the continuance of any Servicer Termination Event,
so long as such Servicer Termination Event shall not have been remedied, the Trustee, in addition to the rights specified in Section
7.01, shall have the right, in its own name as trustee of an express trust, to take all actions now or hereafter existing
at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies,
of the Certificateholders and the Serviced Companion Loan Holders (including the institution and prosecution of all judicial,
administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). In such event, the legal
fees, expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the
defaulting Master Servicer or Special Servicer, as applicable. If the Master Servicer or Special Servicer, as applicable, fails
to remedy, after the presentation of reasonable documentation, the Trustee shall be entitled to be reimbursed for such expenses,
costs and liability from the Collection Account or the Loan Combination Custodial Account, as applicable, as provided in Section
3.06 and Section 3.06A of this Agreement; provided that the Master Servicer or the Special Servicer, as applicable,
shall not be relieved of such liability for such expenses, costs and liabilities. Except as otherwise expressly provided in this
Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be
cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such
right or remedy or shall be deemed to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.


 


Section
7.05     Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination.
The Holders of Certificates evidencing not less than


 






    	-340-



    	 



    

 


66-2/3%
of the aggregate Voting Rights of the Certificates (and, if such Servicer Termination Event is on the part of a Special Servicer,
with respect to the related Serviced Loan Combination only, by each affected Serviced Companion Loan Holder) may, on behalf of
all Holders of Certificates, waive any Servicer Termination Event on the part of the Master Servicer, Special Servicer or any
Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations hereunder and its
consequences, except a Servicer Termination Event in connection with making any required deposits (including, with respect to
the Master Servicer, P&I Advances) to or payments from the Collection Account, a Loan Combination Custodial Account or the
Lower-Tier Distribution Account or in remitting payments as received, in each case in accordance with this Agreement. Upon any
such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination
Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend
to any subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred by the Certificate
Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate Administrator
within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed by the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, to the extent such amounts are reimbursed to the Certificate Administrator
from the Trust Fund. Notwithstanding the foregoing, (a) a Servicer Termination Event under any of Section 7.01(a)(i) and
Section 7.01(a)(ii) of this Agreement may be waived only by all of the Certificateholders of the affected Classes (considering
each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical designation
as a single “Class” for such purpose), and (b) a Servicer Termination Event under Section 7.01(a)(x) of this
Agreement may be waived only with the consent of the Depositor, together with (in the case of each of clauses (a) and (b)) the
consent of each Serviced Companion Loan Holder, if any, that is affected by such Servicer Termination Event.


 


The
foregoing paragraph notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated
to each affected Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced Companion
Loan Holder related to a Serviced Loan Combination (if adversely affected thereby) does not wish to waive that Servicer Termination
Event, then those Certificateholders may still waive that Servicer Termination Event, and the applicable Serviced Companion Loan
Holder will be entitled to request that the Master Servicer appoint, within 60 days of the applicable Serviced Companion Loan
Holder’s request, a sub-servicer (or, if the applicable Serviced Loan Combination is currently being subserviced, to replace,
within 60 days of the applicable Serviced Companion Loan Holder’s request, the then current sub-servicer with a new sub-servicer)
with respect to the applicable Serviced Loan Combination. In connection with the Master Servicer’s appointment of a sub-servicer
at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05, the Master Servicer shall obtain
a Rating Agency Confirmation from each Rating Agency at the expense of the Serviced Companion Loan Holder. The related sub-servicing
agreement shall provide that any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder
in accordance with this Section 7.05 shall be responsible for all duties, and shall be entitled to all compensation (other
than the Excess Servicing Fee Right), of the Master Servicer under this Agreement with respect


 






    	-341-



    	 



    




 


to
the applicable Serviced Loan Combination, except that the Master Servicer shall be entitled to retain a portion of the Servicing
Fee for the related Mortgage Loan calculated at 0% per annum. Such Sub-Servicing Agreement (a) may be terminated without cause
and without the payment of any fee and (b) shall also provide that such sub-servicer shall become the master servicer under a
separate servicing agreement for the applicable Serviced Loan Combination in the event that the Serviced Loan Combination is no
longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration,
limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions
of this Agreement, except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall
be the sole assets serviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may be
terminated without cause and without the payment of any fee and (b) shall meet the requirements of Section 3.01 of this
Agreement. If any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance
with this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint
a substitute sub-servicer with respect to which a Rating Agency Confirmation has been obtained at the expense of the applicable
resigning or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated
sub-servicer fails to cover such expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting
hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.05, the
terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer
shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.


 


Section
7.06     Termination of the Operating Advisor.


 


(a)          An
“Operating Advisor Termination Event” means any one of the following events whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body:


 


(i)          any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the
Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all
then outstanding Certificates; provided, however, that with respect to any such failure which is not curable within
such 30-day period, the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long
as it has commenced to cure such failure with the initial 30-day period and has provided the Trustee and the Certificate Administrator
with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 






    	-342-



    	 



    

 


(ii)         any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue unremedied
for a period of 30 days;


 


(iii)        any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of
30 days;


 


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


 


(v)         the
Operating Advisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any
insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Operating Advisor or of or relating to all or substantially all of its property; or


 


(vi)        the
Operating Advisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders by posting such notice on its internet website,
unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event
shall occur then, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied,
either the Trustee (i) may or (ii) upon the written direction of holders of Certificates evidencing not less than 25% of the Voting
Rights of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations of the Operating
Advisor under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Operating Advisor. Notwithstanding anything herein to the contrary, the
Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Operating
Advisor Termination Event of which the Depositor becomes aware.


 


(b)         Upon
(i) the written direction of holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced Certificates
requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible
Operating Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be
incurred by the Certificate Administrator in connection


 






    	-343-



    	 



    

 


with
administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Operating Advisor
and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing such notice to all Certificateholders
at their addresses appearing in the Certificate Register and to the Operating Advisor. Upon the written direction of holders of
Certificates evidencing more than 50% of the Voting Rights of the Non-Reduced Certificates that exercise their right to vote (provided
that Holders of at least 50% of the Voting Rights of the Non-Reduced Certificates exercise their right to vote), the Trustee
shall terminate all of the rights and obligations of the Operating Advisor under this Agreement by notice in writing to the Operating
Advisor. The provisions set forth in the foregoing sentences of this Section 7.06(b) shall be binding upon and inure to
the benefit of solely the Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any cause
of action based upon or arising from any breach or alleged breach of such provisions. As between the Operating Advisor, on the
one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to vote
for the termination or not vote for the termination of the Operating Advisor. The Certificate Administrator shall include on each
Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices on the Certificate
Administrator’s Website and each Certificateholder and Beneficial Owner may register to receive e-mail notifications when
such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall
be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.


 


(c)          On
or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1)
the Operating Advisor resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances
contemplated in Section 6.04(b) where no successor Operating Advisor is required to be appointed) or (2) the Trustee delivers
such written notice of termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor that is an
Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate of the Trustee and shall be the proposed Operating
Advisor in the case of a termination pursuant to Section 7.06(b) of this Agreement; provided, however, that
if the Trustee is the successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall
be the successor Operating Advisor. The Trustee shall provide written notice of the appointment of an Operating Advisor to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Depositor , any related Outside
Controlling Note Holder and, if a Consultation Termination Event does not exist, the Controlling Class Representative within one
Business Day of such appointment, and the Certificate Administrator shall provide written notice of such appointment to each Certificateholder
within one Business Day of the receipt of such notice of appointment from the Trustee. Except as contemplated by Section 7.06(b)
of this Agreement, the appointment of the Operating Advisor shall not be subject to the vote, consent or approval of the holder
of any Class of Certificates.


 






    	-344-



    	 



    

 


The
Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate
of any of them. If any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the
date hereof, the Operating Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement
and the Trustee shall appoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c), which
successor Operating Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable to find
a successor Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be permitted to
find a replacement. Unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating Advisor
and the provisions in this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable until
a replacement Operating Advisor is appointed hereunder.


 


(d)          Upon
any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Depositor, any related
Outside Controlling Note Holder, the Controlling Class Representative (if a Consultation Termination Event does not exist) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule
17g-5 Information Provider. In the event that the Operating Advisor resigns or is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such resignation
or termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such resignation or termination).


 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section
8.01     Duties of the Trustee and the Certificate Administrator.


 


(a)          The
Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge
and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as
a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator
undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive
right of the Certificate Administrator shall be construed as a duty.


 


(b)          Each
of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments


 






    	-345-



    	 



    

 


furnished
to the Trustee or the Certificate Administrator, as applicable, which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement
to the extent specifically set forth herein; provided, however, that neither the Trustee nor the Certificate Administrator
shall be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order
or other instrument provided to it hereunder if accepted in good faith. If any such instrument is found not to conform on its
face to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable,
shall request a corrected instrument, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s,
as applicable, reasonable satisfaction, the Certificate Administrator (if the Certificate Administrator requested the corrected
instrument or upon direction from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to
the Certificateholders.


 


(c)          Neither
the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided
that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee
or the Certificate Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)         Prior
to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of the
Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the
Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the
Certificate Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee
or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other
instruments furnished to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements
of this Agreement without responsibility for investigating the contents thereof;


 


(ii)        Neither
the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable, was
negligent in ascertaining the pertinent facts;


 


(iii)       Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the
Percentage Interests (or such other percentage as is specified herein) of each affected


 






    	-346-



    	 



    

 


Class,
or of the aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred
upon the Trustee or the Certificate Administrator, as applicable, under this Agreement;


 


(iv)        Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control persons
shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same Person
as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by the Trustee
or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement, or
any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion Loan
Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation,
in connection with actions taken pursuant to this Agreement;


 


(v)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the performance
of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard of the Trustee’s
or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as a result of the breach
by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties contained herein;
provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake any such action
related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders hereunder;


 


(vi)        Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such
act, failure to act or breach or receives written notice of such act, failure to act or breach from any other party to this Agreement,
any Certificateholder or Beneficial Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative;
and


 


(vii)       Except
in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith or fraud,
in no event shall the Trustee or the Certificate Administrator be liable for special, punitive, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to lost profits), even if the


 






    	-347-



    	 



    

 


Trustee
or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


None
of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee
or the Certificate Administrator, as applicable, to expend or risk its own funds, or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee
or the Certificate Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. None of the provisions contained in this Agreement shall in any event require the Trustee to
perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations
to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer or the Certificate Administrator
under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Master Servicer, the Special Servicer or the Certificate Administrator in accordance with
the terms of this Agreement. None of the provisions contained in this Agreement shall in any event require the Certificate Administrator
to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer,
the Trustee or the Operating Advisor under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required
to post any surety or bond of any kind in connection with its performance of its obligations under this Agreement and neither
the Trustee nor the Certificate Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement
(other than any funds invested with it in its commercial capacity or at its discretion).


 


(d)          The
Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether any Control Termination Event or Consultation Termination Event occurred during the previous calendar
year and the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting
party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice”
on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the commencement
or cessation of any Control Termination Event or Consultation Termination Event.


 


Section
8.02     Certain Matters Affecting the Trustee and the Certificate Administrator.


 


(a)          Except
as otherwise provided in Section 8.01 of this Agreement:


 


(i)          Each
of the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator


 






    	-348-



    	 



    

 


shall
have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)        Each
of the Trustee and the Certificate Administrator may consult with counsel and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;


 


(iii)       (A)         Neither
the Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, security
or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against the costs, expenses
and liabilities which may be incurred therein or thereby; and


 


(B)          the
right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for other than
its negligence or willful misconduct in the performance of any such act;


 


provided
that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon the
occurrence of a Servicer Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee
has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs;


 


(iv)       Neither
the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted by it in good faith
and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;


 


(v)        Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment
within a reasonable time to the Trustee or the Certificate Administrator, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator,
as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security


 






    	-349-



    	 



    

 


afforded
to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity
against such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation
shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination
Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special
Servicer or the Operating Advisor, respectively and if such investigation results from such Servicer Termination Event or Operating
Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;


 


(vi)        Each
of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys but shall not be relieved of its obligations hereunder; and


 


(vii)       For
purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only when
a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains actual
knowledge of such event.


 


(b)          Following
the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision of
this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as applicable,
shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause either Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding or subject
a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.


 


(c)          All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial
or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither
the Trustee nor the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence
of any condition requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.


 


(d)          Neither
the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from acts beyond
its control (such acts include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)          Each
of the Certificate Administrator, Custodian, Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate
Registrar shall be entitled to the


 






    	-350-



    	 



    

 


same
rights, indemnities, immunities, benefits (other than compensation), privileges and protections afforded to the Trustee hereunder
in the same manner as if such party were the named Trustee herein mutatis mutandis.


 


(f)          Notwithstanding
anything to the contrary herein, any and all e-mail communications (both text and attachments) by or from the Trustee or the Certificate
Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain confidential, proprietary, and/or
sensitive information may be encrypted. The recipient (the “E-mail Recipient”) of the encrypted e-mail communication
will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will
be included in the first secure e-mail sent by the Trustee or the Certificate Administrator, as applicable, to the E-mail Recipient.


 


(g)          No
provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate
Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties
or obligations under the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to
take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination
may be based on Opinion of Counsel).


 


(h)          In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326
of the USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the Trustee and the Certificate
Administrator is required to obtain, verify, record and update certain information relating to individuals and entities that maintain
a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties hereto
agrees to provide to the Trustee or the Certificate Administrator, as applicable, upon its request from time to time, such identifying
information and documentation as may be available for such party in order to enable the Trustee or the Certificate Administrator,
as applicable, to comply with Applicable Law.


 


Section
8.03     Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates (other than the signature and authentication of the Certificate
Administrator on the Certificates) shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer and the Operating Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Operating Advisor make no representations or warranties as to the validity or
sufficiency of this Agreement, of the Certificates or any prospectus used to offer the Certificates for sale or the validity,
enforceability or sufficiency of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator
shall at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any
Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability to


 






    	-351-



    	 



    

 


generate
the payments to be distributed to Certificateholders under this Agreement. Without limiting the foregoing, neither the Trustee
nor the Certificate Administrator shall be liable or responsible for: the existence, condition and ownership of any Mortgaged
Property; the existence of any hazard or other insurance thereon (other than if the Trustee shall assume the duties of the Master
Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master
Servicer or Special Servicer) or the enforceability thereof; the existence of any Mortgage Loan or the contents of the related
Mortgage File on any computer or other record thereof (other than if the Trustee shall assume the duties of the Master Servicer
or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer
or Special Servicer); the validity of the assignment of any Mortgage Loan to the Trust Fund or of any intervening assignment;
the completeness of any Mortgage File (except for its review thereof pursuant to Section 2.02); the performance or enforcement
of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant
to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer); the compliance
by the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor with any warranty or representation made
under this Agreement or in any related document or the accuracy of any such warranty or representation prior to the Trustee’s
receipt of notice or other discovery of any non-compliance therewith or any breach thereof; any investment of moneys by or at
the direction of the Master Servicer or any loss resulting therefrom (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as
Master Servicer or Special Servicer), it being understood that the Trustee shall remain responsible for any Trust Fund property
that it may hold in its individual capacity; the acts or omissions of any of the Depositor, the Master Servicer, the Special Servicer
or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant
to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer
or any Mortgagor; any action of the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer) or any Sub-Servicer taken in the name of the Trustee except to
the extent such action is taken at the express written direction of the Trustee; the failure of the Master Servicer or the Special
Servicer or any Sub-Servicer to act or perform any duties required of it on behalf of the Trust Fund or the Trustee as applicable
hereunder; or any action by or omission of the Trustee taken at the instruction of the Master Servicer or the Special Servicer
(other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) unless the taking of such action
is not permitted by the express terms of this Agreement; provided, however, that the foregoing shall not relieve
the Trustee or the Certificate Administrator, as applicable, of its obligation to perform its duties as specifically set forth
in this Agreement. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor, the Master Servicer or the Special Servicer in respect of the assignment of the Mortgage Loans or deposited
in or withdrawn from the Collection Account, the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Lock
Box Account, the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest


 






    	-352-



    	 



    

 


Distribution
Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer, other than any funds held
by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator shall have
responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or
maintain the perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee, the Trustee
shall have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes
as a component thereof the payment or distribution of interest for a stated period at a stated rate “to the extent permitted
by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that such payment is so permitted
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge, or receives
an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect that such payment is not permitted
by applicable law.


 


Section
8.04     Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate
Administrator and any agent of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity,
may become the owner or pledgee of Certificates, and may deal with the Depositor and the Master Servicer in banking transactions,
with the same rights it would have if it were not Trustee, the Certificate Administrator or such agent, as the case may be.


 


Section
8.05     Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)          As
compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for the performance
of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate Administrator
shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate Administrator
Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator Fee (which in each
case shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall constitute
the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by each of them
in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
or the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable with respect
to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer or the Special
Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer,
the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would
have been entitled.


 


(b)          Each
of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the


 






    	-353-



    	 



    

 


Trustee
or the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ)
to the extent such payments are “unanticipated expenses” as described in clause (d) below, except any such expense,
disbursement or advance as may arise from its negligence, bad faith or willful misconduct; provided, however, that,
subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate Administrator
shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate Administrator
Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


 


The
Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses
incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the
Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer
or the Special Servicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses
and disbursements of its counsel and all other persons not regularly in its employ), except any such expenses as may arise from
the negligence or bad faith of the Trustee.


 


(c)          Each
of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee,
the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify
the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian
and their respective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each,
an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective obligations or duties hereunder
or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each of the Master
Servicer and the Special Servicer and its Affiliates and each of the directors, officers, employees and agents of each of the
Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”), and hold
each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain in connection
with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Servicer Indemnified
Party in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Registrar,
the Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer Indemnified
Party and any third party or otherwise)


 






    	-354-



    	 



    

 


related
to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s, the Certificate Registrar’s, the Custodian’s
or the Certificate Administrator’s respective willful misconduct, bad faith, fraud and/or negligence in the performance
of each of its respective duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder.
Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator and
the Trustee shall indemnify the Depositor, any employee, director or officer of the Depositor, and the Trust Fund and hold the
Depositor, any employee, director or officer of the Depositor, and the Trust Fund harmless against any loss, liability or reasonable
expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) as a result
of any willful misconduct, bad faith, fraud or negligence in the performance of duties of the Authenticating Agent, the Paying
Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, or by reason
of negligent disregard of the Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s, the Custodian’s,
the Certificate Administrator’s or the Trustee’s, as the case may be, obligations or duties hereunder, or (ii) as
a result of the breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the Certificate
Administrator or the Trustee, as the case may be, of any of its representations or warranties contained herein.


 


(d)          The
Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between
the Trust Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect
of this Agreement or the Certificates, in each case to the extent and only to the extent, such payments are expressly reimbursable
under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence, fraud,
bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and (ii)
except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified Party
is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall include
any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee or
certificate administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably anticipated
as of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable attorneys’
fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified Party in connection
with (i) a default under any Mortgage Loan and (ii) any litigation arising out of this Agreement, including, without limitation,
under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05 and Section
7.01 of this Agreement. The right of reimbursement of the Indemnified Parties under this Section 8.05(d) shall be senior
to the rights of all Certificateholders.


 


(e)          Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation
or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to such resignation
or removal and (with respect to any acts or omissions during their respective


 






    	-355-



    	 



    

 


tenures)
the resignation, removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent,
the Certificate Registrar or the Custodian.


 


(f)          This
Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses,
disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental
matter.


 


 Section
8.06     Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the
Trustee and the Certificate Administrator hereunder shall at all times be a corporation or association organized and doing business
under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and
to accept the trust conferred under this Agreement, having a combined capital and surplus of at least $50,000,000, and subject
to supervision or examination by federal or state authority, and the Trustee shall not be an Affiliate of any other member of
the Restricted Group (other than an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer
pursuant to Section 7.02 , the Master Servicer). Further, (i) the Trustee is required to maintain a rating on its unsecured
long term debt of at least (A) “A” by Fitch and (B) “A1” by Moody’s (or “A2” by Moody’s
if the Trustee has a short term debt rating of at least “P-1” from Moody’s; provided, however,
that solely with respect to Deutsche Bank Trust Company Americas as the initial Trustee, for so long as the Master Servicer maintains
a rating on its unsecured long term debt of at least “A2” by Moody’s and a short term debt rating of at least
“P-1” from Moody’s, the initial Trustee will be deemed to have met the eligibility requirement in this clause
(i) if it maintains a rating on its unsecured long term debt of at least “Baa2” by Moody’s and a short term
debt rating of at least “P-2” from Moody’s) (or such other rating with respect to which the Rating Agencies
have provided a Rating Agency Confirmation), and (ii) the Certificate Administrator is required to maintain a rating on its unsecured
long term debt of at least (A) “BBB+” by Fitch and (B) “Baa2” by Moody’s (or such other rating with
respect to which the Rating Agencies have provided a Rating Agency Confirmation). In addition, the Trustee shall satisfy the requirements
for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act. If a corporation or association
publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. In the event that the place of business
from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction
that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax corresponding to a tax imposed under
the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately
in the manner and with the effect specified in Section 8.07, (ii) pay such tax from its own funds and continue as Trustee
or Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does
not impose such a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance
with the provisions of this Section, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in
the manner and with the effect specified in Section 8.07.


 






    	-356-



    	 



    

 


Section
8.07     Resignation and Removal of the Trustee or the Certificate Administrator. Each of the
Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the other such party, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificateholders,
the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section
11.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such notice of resignation, the Master Servicer shall promptly
appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided
a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, and the successor Trustee or
Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator, as applicable, shall have been
so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee
or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor
Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, as applicable, will bear all
reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including,
but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee).


 


If
at any time either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any
time either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent,
or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Certificate Administrator, as applicable, or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee or the Certificate Administrator,
as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument,
which shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and to the successor Trustee
or Certificate Administrator, as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights of all
of the Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the
Certificate Administrator, as applicable, by written instrument or instruments, in five originals, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set
to the Master Servicer, one complete set to the Trustee (in connection with the removal of the Certificate Administrator), one
complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee
or Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee or Certificate Administrator,
as applicable, so appointed, and a copy thereof shall be delivered to the Serviced Companion Loan Holders.


 


In
the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all
of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Loan Combination shall be terminated,
other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive
all fees, expenses and other amounts (including Advances and any accrued


 






    	-357-



    	 



    

 


interest
thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal,
and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator,
as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each
other party hereto and each Rating Agency in connection with its termination or removal; provided that if the Trustee or
the Certificate Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than
50% of the Voting Rights of all Certificates as provided in the immediately preceding paragraph, then such Holders will be required
to pay all the reasonable costs and expenses of the Trustee or the Certificate Administrator, as applicable, necessary to effect
the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the
Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator.


 


Any
resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator,
as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment
by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08.


 


Upon
the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph
of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent
such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
holders of Citigroup Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass Through Certificates, Series 2015-GC35”
or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of
the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered
to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation
provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the
Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the
preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special
Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling
Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of
a Consultation Termination Event, after consultation with the Controlling Class Representative).


 


Section
8.08     Successor Trustee or Successor Certificate Administrator.


 


(a)          Any
successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge
and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator,
as applicable, as the case may be, instruments accepting their appointment hereunder, and


 






    	-358-



    	 



    

 


thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and
such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall
be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The
predecessor Trustee (or a Custodian on its behalf) shall deliver to the successor Trustee all Mortgage Files and related documents
and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor
Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator,
as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept
appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate
Administrator, as applicable, shall be eligible under the provisions of Section 8.06.


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08,
the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor
fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator,
the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the
Depositor.


 


(b)          Any
successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


 


Section
8.09     Merger or Consolidation of the Trustee or the Certificate Administrator. Any entity into
which the Trustee or the Certificate Administrator may be merged or converted, or with which the Trustee or the Certificate Administrator,
as applicable, may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee
or the Certificate Administrator, as applicable, shall be a party, or any entity succeeding to the corporate trust business of
the Trustee or the Certificate Administrator, as applicable, shall be the successor of the Trustee or the Certificate Administrator,
as applicable, hereunder, provided such entity shall be eligible under the provisions of Section 8.06 without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


Section
8.10     Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof,
at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund, the assets
thereof or any property securing the same may at the time be located, the Depositor and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more Persons to act (at the expense of (i) the Trustee,
if the need to appoint such co-trustee(s) arises from any change in or matter relating to the identity, organization, status,
power, conflicts,


 






    	-359-



    	 



    

 


internal
policy or other development or matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s)
arises from a change in applicable law or the identity, status or power of the Trust Fund; provided, however, that
in the event the need to appoint such co-trustee(s) arises from a combination of the events described in clause (i) and
clause (ii), the expense shall be split evenly between the Trustee and the Trust Fund; and provided, further,
that in the event the need to appoint such co-trustee(s) arises from none of the events described in clause (i) and clause
(ii), such appointment shall be at the expense of the Issuing Entity) as co-trustee or co-trustees, jointly with the Trustee,
or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such
capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the
Depositor shall not be in existence or shall not have joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power
to make such appointment. Except as required by applicable law, the appointment of a co-trustee or separate trustee shall not
relieve the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor Trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.


 


In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized
to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee solely at the direction of the Trustee.


 


The
Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee,
or if the separate trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate trustee or co-trustee.


 


Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee.
Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. In no event shall any such


 






    	-360-



    	 



    

 


separate
trustee or co-trustee be entitled to any provision relating to the conduct of, affecting the liability of, or affording protection
to, such separate trustee or co-trustee that imposes a standard of conduct less stringent than that imposed on the Trustee hereunder,
affording greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided
to the Trustee hereunder.


 


Any
separate trustee or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


Section
8.11     Access to Certain Information.


 


(a)        The
Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor and the related
Directing Holder) access to any documentation (other than any Privileged Information) regarding the Mortgage Loans or the other
assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without charge but only
upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the
Custodian.


 


(b)        The
Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Trustee shall maintain or
cause to be maintained at its offices or the offices of a custodian appointed by it) (and, upon reasonable prior written request
and during normal business hours, shall make available or cause to be made available) for review by any Privileged Person originals
and/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator
(or the Trustee or a Custodian appointed by it, as applicable)):


 


(i)         the
Prospectus and the Prospectus Supplement;


 


(ii)        this
Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase
Agreements and any amendments and exhibits hereto or thereto;


 


(iii)       all
Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;


 


(iv)       all
Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


 


(v)        the
annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s Certificates
delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date pursuant to
Section 10.10 of this Agreement;


 






    	-361-



    	 



    

 


(vi)        the
annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special Servicer
to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


 


(vii)       the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this Agreement;


 


(viii)      any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth
in clauses (i) and (ii) thereof was satisfied;


 


(ix)        the
Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced
Loan Combinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside
Special Servicer and delivered to the Trustee (or a Custodian on its behalf) pursuant to Section 3.24 of this Agreement;


 


(x)         the
summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b) of this
Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(b) of this Agreement;


 


(xi)        any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xii)       notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments of successors thereto);


 


(xiii)      all
Special Notices;


 


(xiv)      any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


 


(xv)       any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


 


The
Certificate Administrator shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable
written request of any of the parties set forth in the previous sentence.


 






    	-362-



    	 



    

 


The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section
9.01     Termination; Optional Mortgage Loan Purchase.


 


(a)          The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created hereby with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as hereinafter
set forth and to make any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution
Date occurs and certain tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase
by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the
Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (c), (ii) the
exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to subsection (h) and (iii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided,
however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom,
living on the date hereof. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection
Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


(b)          In
connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall be
terminated and the assets of the Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith, pursuant to
a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated
by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring that the assets of the
Lower-Tier REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution Date occurring not more
than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b),
the Notice of Termination given pursuant to Section 9.01(c) shall constitute the adoption of the plan of complete liquidation
as of the date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income
tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust Fund, the Certificate Administrator
shall be responsible for filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the period ending with
such termination, and shall maintain books and records with respect to the Trust REMICs and the Grantor Trust for the period for
which it maintains its own tax returns or other reasonable period.


 






    	-363-



    	 



    

 






 


(c)           The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master
Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of
the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related
Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the
Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage
Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price (excluding the amount described
in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans (exclusive of REO Mortgage Loans)
included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust,
as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C) the
reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the
Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to this Agreement or by reason of negligent disregard of the obligations or duties hereunder of any party
to this Agreement, or (ii) the breach by any party to this Agreement of any of its representations or warranties contained herein)
in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund
pursuant to this Section 9.01(c) shall be borne by the party


 



    	-364-



    	 



    




 


exercising its purchase rights hereunder. The Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to this subsection (c).


 


(d)           If
the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01, the
Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably
anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution will
be made (i) to the Holders of outstanding Regular Certificates, and to the Trustee in respect of the Lower-Tier Regular Interests,
notwithstanding that such distribution may be insufficient to distribute in full an amount equal to the remaining Certificate Principal
Amount or Lower-Tier Principal Balance, as applicable, of each such Class of Certificates and Lower Tier Regular Interest, together
with amounts required to be distributed on such Distribution Date pursuant to Section 4.01 of this Agreement (or, if no
such Regular Certificates or any Class PEZ Regular Interests are then outstanding, to the Holders of the Class R Certificates)
and (ii) to the Holders of the Grantor Trust Certificates, of any amount remaining in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution Account, the Exchangeable Distribution Account and/or
the Excess Liquidation Proceeds Reserve Account, as applicable, in any case, following the later to occur of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust Fund or (b) the liquidation or disposition pursuant
to Section 3.17 of this Agreement of the last asset held by the Trust Fund.


 


(e)           Notice
of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to affected
Certificateholders at their addresses shown in the Certificate Register (with a copy to the Master Servicer, the Special Servicer
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the
Rule 17g-5 Information Provider) as soon as practicable after the Certificate Administrator shall have received, given or been
deemed to have received a Notice of Termination but in any event not more than thirty days, and not less than ten days, prior to
the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected Certificateholders shall:


 


(i)            specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)           specify
the amount of any such final distribution, if known; and


 


(iii)          state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If the Trust Fund is
not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof
to each affected Certificateholder.


 


(f)            Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the


 



    	-365-



    	 



    




 


account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01 shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with this Section 9.01.


 


(g)           For
purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust Fund pursuant
to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate Principal Amount
of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R Certificates
representing more than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to subsection (c).


 


(h)           Following
the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount and the aggregate
Certificate Principal Amount of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D Certificates and the Class
PEZ Regular Interests are reduced to zero, the Remaining Certificateholder shall have the right to exchange all of its Certificates
(but excluding the Class R Certificates) for all of the Mortgage Loans and each REO Property (and including the Trust Fund’s
interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) remaining in the Trust Fund as contemplated
by clause (ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days prior to the
anticipated date of exchange; provided that such Remaining Certificateholder shall pay the Master Servicer an amount equal
to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Principal Amount of the then-outstanding Sequential Pay
Certificates as of the day of the exchange and (C) three, divided by (ii) 360. In the event that the Remaining Certificateholder
elects to exchange all of the Certificates (other than the Class R Certificates) for all of the Mortgage Loans and each REO Property
(and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) remaining
in the Trust Fund in accordance with the preceding sentence, such Remaining Certificateholder, not later than the Termination Date,
shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing to the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee hereunder through
the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account, the Exchangeable Distribution
Account or a Distribution Account, but only to the extent that such amounts are not already on deposit in the Collection Account.
Upon confirmation that such


 



    	-366-



    	 



    




 


final deposits have been made and following the surrender of all remaining Certificates (other than
the Class R Certificates) by the Remaining Certificateholder on the Termination Date, the Custodian shall, upon receipt of a Request
for Release from the Master Servicer, release or cause to be released to the Remaining Certificateholder or any designee thereof,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the Remaining Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties
(and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Trust Loans) remaining
in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section 9.01. Thereafter, the Trust Fund
and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee (other than the making of certain payments to Certificateholders
and Serviced Companion Loan Holders, sending of certain notices, the maintenance of books and records and the preparation and filing
of final tax returns), shall terminate. Such transfers shall be subject to any rights of any Sub-Servicers to service (or to perform
select servicing functions with respect to) the Mortgage Loans. For federal income tax purposes, the Remaining Certificateholder
shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Principal
Amount of its remaining Certificates (other than the Class R Certificates), plus accrued and unpaid interest with respect thereto,
and the Certificate Administrator shall credit such amounts against amounts distributed in respect of the Lower-Tier Regular Interests
and such Certificates. The remaining Mortgage Loans and REO Properties (or the Trust’s interests therein) are deemed distributed
to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this Section 9.01.


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01     Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X
of this Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and
the related rules and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights
to request delivery of information or other performance under these provisions other than in good faith, or for purposes other
than compliance with the Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff,
and agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the Citigroup Commercial
Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates, Series 2015-GC35, and any Serviced Companion Loan Securities,
each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor
and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including
any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its
possession or reasonably available to it and necessary in the reasonable good faith determination of the


 



    	-367-



    	 



    




 


Depositor, the Certificate
Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other
Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee, as applicable,
and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or any Other Depositor, as
applicable, to be necessary in order to effect such compliance.


 


Section 10.02     Succession;
Sub-Servicers; Subcontractors.


 


(a)           For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition
to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master Servicer,
the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Master Servicer, the
Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master
Servicer, the Special Servicer or any such Sub-Servicer, the Master Servicer (other than if pursuant to an appointment under Section
7.01 or Section 7.02 of this Agreement) or the Special Servicer, as applicable, shall provide to the Depositor, as well
as any Other Depositor as to which the applicable Companion Loan is affected, at least five (5) Business Days prior to the effective
date of such succession or appointment as long as such disclosure prior to such effective date would not be violative of any applicable
law or confidentiality agreement, and otherwise no later than one (1) Business Day after such effective date of succession, (x)
written notice to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Depositor and each such Other Depositor, all information relating to such successor
servicer reasonably requested by the Depositor or any such Other Depositor in order to comply with its reporting obligation under
Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange
Act).


 


(b)           For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Master
Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the Master
Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17, a “Servicer”)
utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer shall promptly upon request
provide to the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion Loan is affected, a written
description (in form and substance satisfactory to the Depositor and each such Other Depositor) of the role and function of each
Subcontractor that is a Servicing Function Participant utilized by such Servicer during the preceding calendar year, specifying
(i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance
provided by each such Subcontractor. Each Servicer shall cause any Subcontractor determined to be a Servicing Function Participant
used by such Servicer for the benefit of the Depositor to comply with the provisions of Section 10.09 and Section 10.10
of this Agreement to the same extent as if such Subcontractor were such Servicer. Such Servicer shall


 



    	-368-



    	 



    




 


obtain from each such Subcontractor
(or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer)
and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required to
be delivered by such Subcontractor under Section 10.09 and Section 10.10 of this Agreement, in each case, as and
when required to be delivered.


 


(c)           For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under this Agreement,
such Servicer shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of
Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the
meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then the engagement
of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator,
as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing
agreement and, if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor shall be deemed
to be a Sub-Servicer for purposes of this Agreement. Written notice of the engagement of such Subcontractor and the related Sub-Servicing
Agreement (other than such agreements set forth on Exhibit S hereto) (with respect to the Master Servicer or the Special
Servicer) or sub-servicing agreement (with respect to any other Servicer) shall be delivered to the Depositor, the Certificate
Administrator and each such Other Depositor at least five (5) Business Days prior to the effective date of such engagement. Such
notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator,
as well as any Other Exchange Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


 


(d)             For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages a
Sub-Servicer or if any other Servicer engages a sub-servicer, in each case, in connection with the performance of any of the duties
of the Master Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related Sub-Servicing
Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer)
is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment to the Master Servicer)
or (ii) amended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable, determines that,
as a result of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become a “servicer”
within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool assets, then the Master
Servicer, the Special Servicer or such other Servicer, as applicable, shall provide written notice of such amendment, modification
or assignment to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion
Loan is


 



    	-369-



    	 



    




 


affected at least five (5) Business Days prior to the effective date of such amendment, modification or assignment (or
if such prior notice would be violative of applicable law or any applicable confidentiality agreement, no later than the time required
under Section 10.07 of this Agreement). Such notice shall contain all information reasonably necessary, and in such form
as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the
applicable Serviced Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant
to Section 10.07 of this Agreement (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)           For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or
Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate
Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at
least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative
of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07 of this
Agreement) and shall furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other Depositor in writing
and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary
for the Certificate Administrator, the Trustee and each Other Exchange Act Reporting Party to accurately and timely report the
event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement or otherwise (if such reports under the Exchange
Act are required to be filed under the Exchange Act).


 


Section 10.03     Filing
Obligations.


 


(a)           The
Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall
(and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each
Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other
Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements
under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator
shall prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by the Exchange Act with respect to the Trust,
in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic
Data Gathering and Retrieval System) such Forms executed by the Depositor.


 


(b)           In
the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or
Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form
8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon
as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a


 



    	-370-



    	 



    




 


Business
Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor
or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D and 10-K, the Depositor and the Certificate Administrator
will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25
of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that
any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof,
and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary
Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D needs to be amended, the Certificate Administrator
shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary
Form 10-D/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of the Depositor.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate
Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form
10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments
to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 10.04     Form
10-D Filings.


 


(a)           Within
15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required
by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement
attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information
relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution
Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant
to the following paragraph, be (i) reported by the parties set forth on Exhibit U to this Agreement to the Depositor, the
Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure
is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure
absent such reporting, direction and approval.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after
the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New


 



    	-371-



    	 



    




 


York City time) on
the third Business Day after the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U
to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting
Party and Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes,
to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item
1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer,
as the case may be, or any lawyer in the in-house legal department of such party) in EDGAR-compatible format (to the extent available
to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor
and each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional
Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit U to this Agreement shall include with such Additional
Form 10-D Disclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth
on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the
extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached
as Exhibit W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D with respect to the Trust; provided that any Depositor’s
approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to provide
Additional Form 10-D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements
of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U to this Agreement
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(a) of this Agreement, (ii) a reference to the
most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor,
which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G
filed by each Mortgage Loan Seller and the Commission’s assigned “Central Index Key” for each such filer, which
information each Mortgage Loan Seller is required to deliver to the Certificate Administrator pursuant to Section 6(i) of the applicable
Loan Purchase Agreement.


 


(b)           After
preparing a Form 10-D with respect to the Trust, the Certificate Administrator shall forward electronically a copy of such Form
10-D to the Depositor for review. Within two (2) Business Days after receipt of such copy, but no later than the 9th
calendar day after the related Distribution Date or, if the 9th calendar day after the related Distribution Date is


 



    	-372-



    	 



    




 


not a Business Day, the immediately preceding Business Day, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-D. Within two (2) Business Days after receipt
of such copy, but no later than two (2) Business Days prior to the 15th calendar day after the related Distribution
Date, an officer of the Depositor shall sign the Form 10-D with respect to the Trust and return an electronic or fax copy of such
signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt
of such signed Form 10-D (in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved
by the Depositor and shall proceed with filing such report with the Commission. If a Form 10-D with respect to the Trust cannot
be filed on time or if a previously filed Form 10-D with respect to the Trust needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the Commission, the Certificate
Administrator will make available on its internet website a final executed copy of each Form 10-D with respect to the Trust prepared
and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage
Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number:
(212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global Markets Inc., 390 Greenwich Street,
7th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com,
and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M.
O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor
may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under
this Section 10.04 related to the timely preparation and filing of Form 10-D with respect to the Trust is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 10.04. The Certificate Administrator
shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file any Form 10-D with respect to the Trust, where such failure results because required disclosure
information was either not delivered to the Certificate Administrator or delivered to the Certificate Administrator after the delivery
deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)           Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D with respect to the Trust, to check
“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished
electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the
Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section
10.04(b) of this Agreement.


 


Section 10.05     Form
10-K Filings. (a) Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal
year of the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K
Filing


 






    	-373-



    	 



    

 


Deadline”), commencing within 90 days after December 31, 2015, the Certificate Administrator shall prepare and
file on behalf of the Trust any Form 10-K then required by the Exchange Act, in form and substance as then required by the Exchange
Act. Each such Form 10-K with respect to the Trust shall include the following items, in each case to the extent they have been
delivered to the Certificate Administrator (in the form required by this Agreement) within the applicable time frames set forth
in this Agreement:


 


(i)           an
annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as described
under Section 10.08;


 


(ii)          (A)
the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section
10.09; and


 


(B)     if
any such report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with Servicing Criteria described under Section 10.09 is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included;


 


(iii)         (A)
the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.10;
and


 


(B)     if
any registered public accounting firm attestation report described under Section 10.10 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


 


(iv)        a
certification in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information
in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the second following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement
to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and such Other Depositor,
and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional
Form 10-K Disclosure, absent such reporting, direction and approval.


 


Not later than the end
of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this


 



    	-374-



    	 



    




 


Agreement and the Mortgage
Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such party, if any,
during such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate
Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide
to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and
address of any new party to this Agreement.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing
in March 2016, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with respect
to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Certificate
Administrator, the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer,
as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party
which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in
the in-house legal department of such party), in EDGAR-compatible format (to the extent available to such party in such format)
or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor, each such Other Exchange Act
Reporting Party, each such Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure
described on Exhibit V to this Agreement applicable to such party, (ii) the parties listed on Exhibit V to this Agreement
shall include with such Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the
case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit W to this Agreement, and (iii) the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K with respect
to the Trust; provided that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed
on Exhibit V of its obligations to provide Additional Form 10- K Disclosure that is true and accurate in all material respects
and in compliance with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated
thereunder. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit V to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees assessed and expenses
incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect
to the Trust pursuant to this paragraph.


 


After preparing a Form
10-K with respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of such Form 10-K
to the


 



    	-375-



    	 



    




 


Depositor for review no later than March 15 in the year immediately following the year as to which such Form 10-K relates,
or, if March 15 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt
of such copy, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any
changes or approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K with respect
to the Trust to the Depositor for review no later than March 21 in the year immediately following the year as to which such Form
10-K relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after
receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes or approval to such complete Form 10-K. No later than 5:00 p.m. (New York City time) on the third
Business Day prior to the 10-K Filing Deadline, a senior officer of the Depositor shall sign the Form 10-K with respect to the
Trust and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator. Upon receipt of such signed Form 10-K (in electronic form or by fax copy), the Certificate
Administrator shall deem such report to be approved by the Depositor and shall proceed with filing such report with the Commission.
If a Form 10-K with respect to the Trust cannot be filed on time or if a previously filed Form 10-K with respect to the Trust needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b). Promptly after filing
with the Commission, the Certificate Administrator will make available on the Certificate Administrator’s Website a final
executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The signing party at the Depositor can be
contacted at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention:
Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with a copy to Citigroup Global
Markets Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943,
e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, 17th Floor, New
York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com,
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.05 related to the timely preparation and filing of Form 10-K with respect
to the Trust is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged
or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this
Section 10.05. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of
or with respect to any failure to properly prepare, arrange for execution and/or timely file any Form 10-K with respect to the
Trust, where such failure results because required disclosure information was either not delivered to the Certificate Administrator
or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its
own negligence, bad faith or willful misconduct.


 


(b)           Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.”
The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K with


 



    	-376-



    	 



    




 


respect to the Trust, to check
“yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished
electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the
Certificate Administrator no later than the day on which the Depositor provided its signature for such filing pursuant to Section
10.05(a) of this Agreement.


 


Section 10.06     Sarbanes-Oxley
Certification. Each Form 10-K with respect to the Trust shall include a Sarbanes-Oxley Certification in the form
attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley Act. The Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian and the Trustee shall provide (and
(i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide)
to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization Trust (the “Certifying
Person”) no later than March 15 in the year immediately following the year as to which such Form 10-K relates or, if
March 15 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement
as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5 and Exhibit Y-6,
as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. With respect to each Outside Serviced Trust Loan serviced under an Outside Servicing Agreement, the Master Servicer shall
use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up certification
similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the
related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting
Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary
servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant
to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be.


 


Section 10.07   Form
8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such
event, a “Reportable Event”), and if requested by the Depositor, the Certificate Administrator shall prepare
and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the
initial Form 8-K with respect to the Trust in connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
that is approved by the Depositor shall, pursuant to the following paragraph, be reported by the applicable parties set forth
on Exhibit Z to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange
Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information
or any Form 8-K with respect to the Trust, absent such reporting, direction and approval.


 



    	-377-



    	 



    




 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer
or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party which
shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house
legal department of such party), within one (1) Business Day after the occurrence of a Reportable Event (using commercially reasonable
efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business Day after the occurrence of a Reportable
Event, (i) the parties set forth on Exhibit Z to this Agreement shall be required to provide (and (i) with respect to any
Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such
party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Depositor, the
Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure
Information is relevant for Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to such party
in such format) or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, each such Other
Depositor, each such Other Exchange Act Reporting Party and such providing parties any Form 8-K Disclosure Information described
on Exhibit Z to this Agreement as applicable to such party, if applicable (ii) the parties listed on Exhibit Z to
this Agreement shall include with such Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer
(or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached hereto as Exhibit W, and (iii) the Depositor will approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K with respect to the Trust;
provided that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on
Exhibit Z of its obligations to provide Form 8 K Disclosure Information that is true and accurate in all material respects
and in compliance with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated
thereunder. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit Z of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate
Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K with respect to the Trust pursuant to
this paragraph.


 


Upon receipt of any notice
of execution of an Outside Servicing Agreement with respect to an Outside Serviced Trust Loan or notice of any Reportable Event
with respect to any Outside Service Provider of an Outside Serviced Trust Loan, the Trustee or the Certificate Administrator, as
the case may be, shall promptly notify the Depositor of such notice and cooperate with the Depositor to prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act.


 


After preparing any Form
8-K with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable


 



    	-378-



    	 



    




 


Event (but in no
event earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately preceding
paragraph). Promptly, but no later than the close of business on the third Business Day after the related Reportable Event, the
Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval
of such Form 8-K. No later than noon on the fourth Business Day after the related Reportable Event, a duly authorized representative
of the Depositor shall sign the Form 8-K with respect to the Trust and return an electronic or fax copy of such signed Form 8-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K with respect
to the Trust cannot be filed on time or if a previously filed Form 8-K with respect to the Trust needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly after filing with the
Commission, the Certificate Administrator will, make available on its internet website a final executed copy of each Form 8-K with
respect to the Trust, to the extent such Form 8-K has been prepared and filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York,
New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com, with
a copy to Citigroup Global Markets Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson,
telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388
Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail:
ryan.m.oconnor@citi.com, or such other address as the Depositor may direct. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 10.07 related to the timely preparation
and filing of Form 8-K with respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 10.07. The Certificate Administrator shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare and/or timely file any Form 8-K with respect to the Trust,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


In the case of a Form
8-K that is filed by or on behalf of the Trust as a result of the termination, removal, resignation or any other replacement of
the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the proposed successor
Master Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, shall, as a condition to such succession
and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination,
removal, resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor
on or before the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure
information) required for the Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02
of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information
that are substantially similar to those delivered by the initial Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
Prospectus Supplement and/or any other disclosure materials relating to this Trust.


 



    	-379-



    	 



    




 


Section 10.08   Annual
Compliance Statements. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and, if
it has made an Advance during the applicable calendar year, the Trustee shall furnish (and each of the Master Servicer, the Special
Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional Servicer of such party that is a
Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional Servicer to furnish, and
(ii) with respect to any other Additional Servicer of such party (other than any party to this Agreement), shall cause such Additional
Servicer to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the Custodian, the
Certificate Administrator and the Trustee (if applicable), a “Certifying Servicer”) to the Certificate Administrator,
the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust,
the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s
Certificate furnished by the Special Servicer and after the occurrence and during the continuance of a Control Termination Event)
and the Depositor on or before March 15 of each year, commencing in March 2016, an Officer’s Certificate (together with
a copy thereof in EDGAR compatible format, or in such other format as otherwise agreed upon by the Depositor, the Certificate
Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying
Servicer) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding
calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing
Agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations
under this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Master Servicer
and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional
Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional
Servicer hired by it to, forward a copy of each such statement to, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to
Section 11.13, the Rule 17g-5 Information Provider. Promptly after receipt of each such Officer’s Certificate, the
Depositor (and, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related
Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship
with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder
or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section
apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether or not
the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered.


 



    	-380-



    	 



    




 


With respect to each
Outside Serviced Trust Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall request,
and upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such
terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special
Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate
in form and substance similar to the Officer’s Certificate described in this Section or such other form as is set forth in
the Outside Servicing Agreement.


 


Section 10.09     Annual
Reports on Assessment of Compliance With Servicing Criteria.


 


(a)           On
or before March 15 of each year commencing in March 2016, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable calendar year,
the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with respect to any
Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such
party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing Function Participant and,
if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting
Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion Loan Holders (or, in the case of a Serviced
Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party),
the Operating Advisor (only in the case of a report furnished by the Special Servicer and only after the occurrence and during
the continuance of a Control Termination Event) and the Depositor, a report on an assessment of compliance with the Relevant Servicing
Criteria (together with a copy thereof in EDGAR compatible format, or in such other format as otherwise agreed upon by the Depositor,
the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable
Certifying Servicer) that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with
the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section
10.09 shall be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Each such report shall
be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company,
and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of


 






    	-381-



    	 



    

 


Exhibit
O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor
and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature
of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall confirm
that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O
to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation
or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant
of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.


 


(b)           On
the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and the
Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing Criteria
for such party.


 


(c)           No
later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee
shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as
to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor
and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each
such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared
by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee (if applicable), the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.09(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.10 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year for the
Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)           In
the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made,
or is required to make, an Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant to
the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant
of such party to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect to
any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing
Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment of compliance
pursuant to this Section 10.09, coupled with an attestation as required in Section 10.10 of this Agreement with respect
to the period of time that the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
(if it has made, or is required to make, an Advance during such period of time) or the Operating Advisor was subject


 



    	-382-



    	 



    




 


to this Agreement
or the period of time that the applicable Servicing Function Participant was subject to such other servicing agreement.


 


With respect to each
Outside Serviced Trust Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall use
commercially reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance
as described in this Section and an attestation as described in Section 10.10 from the related Outside Servicer, Outside
Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and in form
and substance similar to the annual report on assessment of compliance described in this Section 10.09 and the attestation described
in Section 10.10.


 


Section 10.10     Annual
Independent Public Accountants’ Servicing Report. On or before March 15 of each year, commencing in March 2016,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has
made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall cause
(and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that is
a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to
cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement),
shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services
to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor
or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified
Public Accountants to furnish a report (together with a copy thereof in EDGAR compatible format, or in such other format as otherwise
agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act
Reporting Party and the applicable party required to furnish, or cause to be furnished, such report under this Section 10.10)
to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part
of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor
(only in the case of a report furnished on behalf of the Special Servicer and after the occurrence and during the continuance
of a Control Termination Event) and the Depositor, and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to
Section 11.13 of this Agreement, the Rule 17g-5 Information Provider, to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer
has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing
an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in
all material respects, or it is not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting
firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation
report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act


 



    	-383-



    	 



    




 


and the Exchange Act. Such
report must be available for general use and not contain restricted use language. Copies of such statement will be provided to
any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable),
the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report and,
if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
(if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans, as the case may be, in
the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the
Custodian’s, the Trustee’s (if applicable), the Operating Advisor’s or the applicable Servicing Function Participants’
obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator
shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance
meeting the requirements of Section 10.09 of this Agreement and notify the Depositor of any exceptions.


 


Section 10.11   Significant
Obligors


 


(a)           It
is hereby acknowledged that the Paramus Park Mortgaged Property is a Significant Obligor with respect to the Trust, and, accordingly,
Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for such Mortgaged
Property, as required by Item 1112(b)(1) of Regulation AB, on (i) each Form 10-D to be filed with respect to the Trust (on a quarterly
basis) on or before the related Significant Obligor NOI Quarterly Filing Deadline or (ii) on each Form 10-K filed with respect
to the Trust, as applicable. The parties hereto acknowledge that the respective date on which financial statements are required
to be delivered to the related lender under the related Mortgage Loan documents is forty-five (45) days following the end of each
fiscal quarter of the related Mortgagor or eighty-five (85) days following the end of each fiscal year of the related Mortgagor,
as applicable, as set forth in Sections 5.12 and 5.13 of the related Loan Agreement.


 


With respect to any Significant
Obligor with respect to the Trust, to the extent that the Master Servicer or the Special Servicer, as applicable, is in receipt
of the updated financial statements of such Significant Obligor for any calendar quarter (other than the fourth calendar quarter
of any calendar year), beginning for the calendar quarter ending March 13, 2016, or the updated financial statements of such Significant
Obligor for any calendar year, beginning for the calendar year ending December 31, 2015, as applicable, the Master Servicer or
the Special Servicer, as applicable, shall deliver to the Certificate Administrator, on or prior to the day that occurs two (2)
Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or four (4) Business Days prior to the related
Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more
Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or fourteen (14) or more Business Days prior
to the related Significant Obligor NOI Yearly Filing Deadline,


 



    	-384-



    	 



    




 


as applicable, such financial statements of such Significant Obligor,
together with the net operating income of such Significant Obligor for the applicable period as calculated by the Master Servicer
or the Special Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs
less than twelve (12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than fourteen
(14) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of such Significant Obligor, together with the net operating income of such Significant Obligor for the applicable period as reported
by the related borrower in such financial statements.


 


If the Master Servicer
does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the
case may be, of any Significant Obligor with respect to the Trust by the date on which such financial information is required to
be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts consistent with the Servicing Standard
(taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic
financial statements of the related Mortgagor under the related Loan Documents, (ii) shall (and shall cause each applicable Sub-Servicing
Agreement to require any related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts
to contact the related Mortgagor to obtain the required financial information, and (iii) if unsuccessful, shall, no later than
five (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor
NOI Yearly Filing Deadline, as applicable, forward an Officer’s Certificate evidencing its attempts to obtain this information
to the Certificate Administrator and the Depositor.


 


If the Certificate Administrator
has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the
case may be, it shall include the following statement with respect to Item 6 on the related Form 10-D with respect to the Trust
or Item 1112(b)(1) on the related Form 10-K with respect to the Trust: “The information required for this [Item 6] [Item
1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made
on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information
required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to include on this
[Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule
12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. Upon
receipt of any financial information that has been previously omitted from any Form 10-D or Form 10-K with respect to the Trust
because such information was received by the Certificate Administrator after the related filing deadline, the Certificate Administrator
shall include such previously omitted financial information in the (i) next Form 10-D to be filed with respect to the Trust if
such information is received by the Certificate Administrator at least two (2) Business Days prior to the filing deadline of such
Form 10-D or (ii) the second succeeding Form 10-D to be filed with respect to the Trust if the Certificate Administrator does not
receive such information prior to the date set forth in clause (i) above.


 


(b)           With
respect to any Significant Obligor with respect to an Other Securitization Trust, to the extent that the Master Servicer or the
Special Servicer, as applicable,


 



    	-385-



    	 



    




 


is in receipt of the updated financial statements of such Significant Obligor for any calendar
quarter (other than the fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt
of notice from the Other Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the
updated financial statements of such Significant Obligor for any calendar year, beginning for the calendar year following such
notice from the Other Depositor, as applicable, the Master Servicer or the Special Servicer, as applicable, shall deliver to the
Other Depositor and the Other Exchange Act Reporting Party of such Other Securitization Trust, on or prior to the day that occurs
two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or four (4) Business Days prior to
the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve
(12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or fourteen (14) or more Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such Significant
Obligor, together with the net operating income of such Significant Obligor for the applicable period as calculated by the Master
Servicer in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve
(12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than fourteen (14) Business Days
prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such Significant
Obligor, together with the net operating income of such Significant Obligor for the applicable period as reported by the related
Mortgagor in such financial statements.


 


If the Master Servicer
does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the
case may be, of any Significant Obligor with respect to an Other Securitization Trust by the date on which such financial information
is required to be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts consistent with the Servicing
Standard (taking into account, in addition, the ongoing reporting obligations of the related Other Depositor under the Exchange
Act) to obtain the periodic financial statements of the related Mortgagor under the related Loan Documents, (ii) shall (and shall
cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance
in which it (or a Sub-Servicer) attempts to contact the related Mortgagor to obtain the required financial information, and (iii)
if unsuccessful, shall, no later than five (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline
or the related Significant Obligor NOI Yearly Filing Deadline, as applicable, forward an Officer’s Certificate evidencing
its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization
Trust.


 


Section 10.12     Indemnification. Each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee
(each an “Indemnifying Party”) shall indemnify and hold harmless each Certification Party, the Depositor, each
Other Depositor, any employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who
controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and other costs and expenses (including without limitation the costs of investigation, legal defense and any
amounts paid in settlement of any claim or


 



    	-386-



    	 



    




 


litigation) incurred by such indemnified party arising out of: (i) the failure of any
Indemnifying Party to perform its obligations under this Article X; (ii) the failure of any Servicing Function Participant
or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations under this Article
X; (iii) any untrue statement of a material fact contained in any information (x) regarding the Indemnifying Party or any
Servicing Function Participant, Additional Servicer or Subcontractor engaged by it (other than any Mortgage Loan Seller Sub-Servicer),
(y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney or other agent retained
by such party to prepare such information and (z) delivered by or on behalf of such Indemnifying Party in connection with the
performance of such Indemnifying Party’s obligations described in this Article X, or the omission to state in any
such information a material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, that such Indemnifying Party shall be entitled to participate at its own expense in any action
arising out of the foregoing and the Depositor shall consult with such Indemnifying Party with respect to any litigation or audit
strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto (provided that any
such consultation shall be nonbinding); (iv) negligence, bad faith or willful misconduct on the part of the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee, as applicable, in the performance
of such obligations; or (v) any Deficient Exchange Act Deliverable with respect to such Indemnifying Party.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee
shall cooperate (and (i) with respect to each Servicing Function Participant and Additional Servicer of such party that is a Mortgage
Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant or Additional
Servicer to cooperate, and (ii) with respect to any other Servicing Function Participant or Additional Servicer of such party,
shall cause such Servicing Function Participant or Additional Servicer to cooperate) with the Depositor or any Other Depositor,
as applicable, as necessary for the Depositor or any Other Depositor, as applicable, to conduct any reasonable due diligence necessary
to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable
reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated
thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered by the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee, a Servicing Function Participant
or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) information regarding such Affected
Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any registered public accounting firm, attorney
or other agent retained by such party to prepare such information, which information is contained in a report filed by the Depositor
or any Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s or
any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected
Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible
for timely preparing a written response to the Commission for inclusion in the Depositor’s or any Other Depositor’s
response to the


 



    	-387-



    	 



    




 


Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor,
as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission
and negotiate a response and/or resolution with the Commission; provided, if an Affected Reporting Party is a Servicing
Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material
communications pursuant to this paragraph. If such election is made, the applicable Affected Reporting Party shall be responsible
for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) such Affected
Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission
and copy the Depositor or any Other Depositor on all correspondence with the Commission and provide the Depositor or any Other
Depositor with the opportunity to participate (at the Depositor’s or Other Depositor’s expense) in any telephone conferences
and meetings with the Commission and (ii) the Depositor or any Other Depositor shall cooperate with such Affected Reporting Party
in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission
with respect to any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such
authorization. The Depositor (or any Other Depositor) and the applicable Affected Reporting Party shall cooperate and coordinate
with one another with respect to any requests made to the Commission for extension of time for submitting a response or compliance.
All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable
legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the
foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as
set forth above) and any amendments to any reports filed with the Commission related to the foregoing shall be promptly paid by
the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case
may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian
and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained
by it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to
comply with, this paragraph) in the related sub-servicing or similar agreement.


 


The Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing
Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function
Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any
employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor
or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses (including without limitation the costs of investigation, legal defense and any amounts
paid in settlement of any claim or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations
to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports


 



    	-388-



    	 



    




 


pursuant
to the applicable sub-servicing or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its part in
the performance of such obligations, (iii) other than in the case of the Operating Advisor, any failure by such Servicer (as defined
in Section 10.02(b)) to identify a Servicing Function Participant pursuant to Section 10.02(c), or (iv) any Deficient
Exchange Act Deliverable with respect to such Servicing Function Participant.


 


If the indemnification
provided for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable or insufficient
to hold harmless any Certification Party, the Depositor, any Other Depositor, any employee, director or officer of the Depositor
or any Other Depositor, or any other person who controls the Depositor or any Other Depositor within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act, then the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing
Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages
or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party
on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to this Article X (or breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide
any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or the Performing
Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the Special Servicer, the
Operating Advisor, the Trustee and the Certificate Administrator shall cause each Servicing Function Participant of such party
that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a
Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to agree
to the foregoing indemnification and contribution obligations. This Section 10.12 shall survive the termination of this
Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee
or the Certificate Administrator.


 


Section 10.13   Amendments.
This Article X may be amended by the parties hereto pursuant to Section 11.07 of this Agreement for purposes of
complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person without any Opinions of Counsel,
Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything to
the contrary contained in this Agreement.


 


Section 10.14   Regulation
AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor pursuant
to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision in this
Agreement, via facsimile and electronic mail to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th
Floor, New York, New York 10013, Attention: Paul Vanderslice, telecopy number: (212) 723-8599, e-mail: paul.t.vanderslice@citi.com,
with a copy to Citigroup Global Markets Inc., 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson,
telecopy number: (646) 328-2943 e-mail: richard.simpson@citi.com, and with a copy to Citigroup Global Markets Inc., 388
Greenwich Street, 17th Floor, New York, New


 



    	-389-



    	 



    




 


York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com,
or to such other address(es), facsimile numbers and/or electronic mail addresses as may be designated by the Depositor.


 


Section 10.15     Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor
may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails to
comply with any of its obligations under this Article X; provided that (a) such termination shall not be effective
until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not be
terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis, on behalf
of the Trust, any Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure results
from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement
any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution or file
any such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 not resulting from its own negligence,
bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure to comply with any of such obligations
under this Article X on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth
in, such Sections, the Certificate Administrator subsequently complies with such obligations before the Depositor gives written
notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate Administrator’s
failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form
10-D or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the Depositor
shall cease to have the right to terminate the Certificate Administrator under this Section 10.15 on the date on which
such Form 8-K, Form 10-D or Form 10-K is so filed.


 


Section 10.16     Termination
of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice if the Master
Servicer or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this Article
X; provided that such termination shall not be effective until a successor master servicer or special servicer, as
applicable, shall have accepted the appointment.


 


Section
10.17     Termination of Sub-Servicing Agreements. For so long as the Trust or any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special
Servicer, the Custodian, the Certificate Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing
Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other
Servicer) to which it is a party to entitle the Depositor to terminate such agreement (without compensation, termination fee
or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer or sub-servicer, as
applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article X and (ii) promptly notify the
Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting
items that such Sub-Servicer or sub-servicer, as applicable, 


 



    	-390-



    	 



    




 


is required to deliver
under Regulation AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the
rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate
a Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect
to any other Servicer) as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Custodian, the Certificate
Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as
applicable.


 


Section 10.18     Notification
Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.


 


(a)           Any
other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article X, in connection with the requirements contained in this Article X that provide for the
delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party
of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated to provide any
such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange
Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice
(or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with
related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided
written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation of receipt
of such written notice, in each case, in accordance with Section 11.04 of this Agreement and (ii) such period shall not be less
than 3 Business Days) (which shall only be required to be delivered once), (i) setting forth the contact information for such Person(s)
and, except as regards the deliveries and cooperation contemplated by Section 10.08, Section 10.09 and Section
10.10 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement that are
requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange
Act Reporting Party is only required to provide a single written notice to such effect; provided further, that this notice
requirement does not apply to any Serviced Companion Loan that is included in any Other Securitization as of the Closing Date.
Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, Custodian, Trustee and Certificate
Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust
(above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization
Trust. The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization Trust
as to whether applicable law requires the delivery of the items identified in this Article X to such Other Depositor and
Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of the reports or other information
required to be delivered under this Article X in connection therewith and (i) upon such confirmation, the parties shall
comply with the deadlines for delivery set forth in this Article X with respect to such Other Securitization Trust or (ii)
in the absence of such confirmation, the parties shall not be required to deliver such items; provided that no such


 



    	-391-



    	 



    




 


confirmation
will be required in connection with any delivery of the items contemplated by Section 10.08, Section 10.09 and Section
10.10 of this Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party
for the Other Securitization Trust provides a written statement to the effect that the Other Securitization Trust is subject to
the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder
shall also have the right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other
Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization
Trust.


 


(b)           Each
of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master Servicer, Special
Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit
a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus Supplement (updated
as appropriate by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable
cost of the holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization of
a Serviced Companion Loan.


 


(c)           The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given
in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable cost thereof
is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to the updated description referred to in Section 10.18(b) with respect
to such party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Trustee or
the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning such
party in the Prospectus Supplement and/or any other disclosure materials relating to this Trust (updated as deemed appropriate
by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel,
as the case may be). None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated
to deliver any such item with respect to the securitization of a Serviced Companion Loan if it did not deliver a corresponding
item with respect to this Trust.


 


(d)           Each
of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request
given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable cost thereof is
paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the Other Depositor and the
trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following: (i) any information
(including, but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely manner
with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the Master Servicer,
the Special Servicer, the


 



    	-392-



    	 



    




 


Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection
with the information concerning such party in the Prospectus Supplement and/or any other disclosure materials relating to this
Trust.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series 2015-GC35 securitization
transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided
by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
pursuant to this Section 10.18(d) shall be paid or caused to be paid by the applicable Serviced Companion Loan Holder that
transferred the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization Trust.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any
other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement,
the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on
behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant
to this Section 10.18(d) shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses
relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.19     Termination
of Exchange Act Filings With Respect to the Trust. On or prior to January 30th of the first year in which the Depositor
shall provide notice to the Certificate Administrator of its ability under applicable law, to suspend its Exchange Act filings
with respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to
the automatic suspension of reporting in respect of the Trust under the Exchange Act or any other form necessary to be filed with
the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such
form, the obligations of the parties to this Agreement under Section 10.04, Section 10.05, Section 10.06
and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. The Certificate Administrator shall
provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing
of a Form 15 Suspension Notification or other applicable form, the Depositor shall provide notice to the Certificate Administrator
that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D and 8-K with respect to the Trust as required pursuant to Section 10.04,
Section 10.05, Section 10.06 and Section 10.07, and all parties’ obligations under this Article
X shall recommence.


 


Article
XI



MISCELLANEOUS PROVISIONS


 


Section 11.01     Counterparts. This
Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument. Delivery of an executed


 



    	-393-



    	 



    




 


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 11.02     Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


 


No Certificateholder
shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of
the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.


 


No Certificateholder
shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement,
any Mortgage Loan or Serviced Loan Combination, unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the Voting
Rights of any Class of Certificates affected thereby (considering each Class of the Class A-S, Class B and Class C Certificates
together with the Class PEZ Component of the same alphabetical designation as a single “Class” for such purpose) shall
have made written request upon the Trustee (with a copy to the Certificate Administrator) to institute such action, suit or proceeding
in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood
and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one
or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement
to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided
and for the equal, ratable and common benefit of all Holders of Certificates of such Class. For the protection and enforcement
of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.


 


Section 11.03     Governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP
OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF


 



    	-394-



    	 



    




 


NEW YORK, WITHOUT REGARD
TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.


 


Section
11.04     Notices. Unless otherwise specifically provided in this Agreement, any
communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall
be deemed to have been duly given if (a) personally delivered, (b) mailed by registered mail, postage prepaid (except for
notices to the Trustee or the Certificate Administrator which shall be deemed to have been duly given only when received),
(c) sent by nationally recognized express courier delivery service and received by the addressee, (d) transmitted by
facsimile transmission (or any other type of electronic transmission agreed upon by the parties) and received by the
addressee or (e) only with respect to any addressee of any party for which an electronic mail address is set forth below,
sent by electronic mail (provided, however, any notice provided by electronic mail shall not be considered delivered
until receipt of such electronic mail is confirmed by the addressee), to the applicable party at the following
address(es), to: (i) in the case of the Depositor, Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street,
5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number (212) 723-8599, and 390 Greenwich
Street, 7th Floor, New York, New York 10013, Attention: Richard Simpson, fax number (646) 328-2943, and 388
Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, fax number (646) 862-8988, and
with an electronic copy e-mailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor at ryan.m.oconnor@citi.com;
(ii) in the case of the Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, 10851 Mastin
Street, Suite 700, Overland Park, Kansas 66210, Attention: Executive Vice President – Division Head, fax number: (913)
253-9001, with a copy to Stinson Leonard Street LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri 64106-2150,
Attention: Kenda K. Tomes, fax number: (816) 412-9338, and with respect to e-mail pursuant to this Agreement, at NoticeAdmin@midlandls.com
(with a copy to AskMidland@midlandls.com, solely with respect to notices under Section 11.06 and Section
11.13); (iii) in the case of the Special Servicer, C-III Asset Management LLC, 5221 N. O’Connor Blvd., Suite 600,
Irving, Texas 75039, Attention: Lindsey Wright, fax number: (972) 868-5490, email: lwright@c3cp.com, with a copy to
C-III Asset Management LLC, 5221 N. O’Connor Blvd., Suite 600, Irving, Texas 75039, Attention: Jenna Unell, fax number:
(972) 868-5490, email: lwright@c3cp.com; (iv) in the case of the Certificate Administrator, Citibank, N.A., 388 Greenwich
Street, 14th Floor, New York, New York 10013, Attention: Citibank Agency & Trust - CGCMT 2015-GC35, fax
number: (212) 816-5527, and with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com;
(v) in the case of the Trustee, Deutsche Bank Trust Company Americas, 1761 East St. Andrew Place, Santa Ana, California,
92705-4934, Attention: Trust Administration – CI1535, fax number (714) 247-6022, and with respect to e-mail pursuant to Section
11.06 and Section 11.13 of this Agreement, at holder.inquiry@db.com and with respect to any notice or
delivery of information under Article X of this Agreement, by facsimile to (714) 656-2631 and by e-mail to dbsec.notifications@db.com;
(vi) in the case of the Operating Advisor, Park Bridge Lender Services LLC, 560 Lexington Avenue, 17th floor, New York, New
York 10022, Attention: CGCMT 2015-GC35 -- Surveillance Manager, with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
and with respect to e-mail pursuant to Section 11.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com;
(vii) in the case of the Rating Agencies: (a) Moody’s Investors Service, Inc., 7 World Trade


 



    	-395-



    	 



    




 


Center, New York, New
York 10007, Attention: Commercial Mortgage Surveillance Group, fax number: (212) 553 0300, email: CMBSSurveillance@Moodys.com,
(b) Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Attention: Commercial Mortgage Surveillance Group, fax
number: (212) 635 0295, e-mail: Info.cmbs@fitchratings.com, and (c) Kroll Bond Rating Agency, Inc., 845 Third Avenue, 4th
Floor, New York, New York 10022, Attention: CMBS Surveillance, fax number: (646) 731 2395; (viii) in the case of the Mortgage
Loan Sellers, (a) Citigroup Global Markets Realty Corp., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention
of Paul Vanderslice, fax number (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, to the attention
of Richard Simpson, fax number (646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com,
Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case of each Rule 15Ga-1 Notice, cmbs.notice@citi.com,
(b) Goldman Sachs Mortgage Company, 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439,
e-mail: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com
and Joe Osborne, fax number: 212-291-5318, e-mail: joe.osborne@gs.com, (c) Rialto Mortgage Finance, LLC, 299 Park Avenue,
6th Floor, New York, New York 10171, Attention: Kenneth M. Gorsuch, Executive Director, and (d) FCRE REL, LLC, 623 Fifth Avenue,
24th Floor, New York, New York 10022, Attention: Mary F. Davenport, Executive Vice President, Mary.Davenport@FreedomMortgage.com,
facsimile number (212) 702-8703; with a copy sent via overnight mail, hand delivered, couriered or sent by facsimile transmission
or electronic mail to FCRE REL, LLC, c/o Freedom Mortgage Corporation, Attention: Chief Corporate Counsel, 907 Pleasant Valley
Avenue, Mount Laurel, New Jersey 08054, David.Altman@FreedomMortgage.com, facsimile number 866-656-3365; (ix) in the case of the
Underwriters, (a) Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212)
428-1439, e-mail: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com
and Joe Osborne, fax number: 212-291-5318, e-mail: joe.osborne@gs.com; (b) Citigroup Global Markets Inc., 390 Greenwich
Street, 5th Floor, New York, New York 10013, Attention: Paul Vanderslice, fax number: (212) 723-8599, and 390 Greenwich Street,
7th Floor, New York, New York 10013, Attention: Richard Simpson, fax number: (646) 328-2943, with copies by electronic mail to
Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com; (c) Deutsche
Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, e-mail: lainie.kaye@db.com, facsimile
number: (212) 797-4487; and (d) Drexel Hamilton, LLC, 77 Water Street, New York, New York 10005, Attention: John D. Kerin, Director
of Debt Syndicate, fax number: (646) 412-1500; (x) in the case of the Initial Purchasers, (a) Goldman, Sachs & Co., 200 West
Street, New York, New York 10282, Attention: Leah Nivison, fax number: (212) 428-1439, e-mail: leah.nivison@gs.com, with
copies to: Peter Morreale, fax number: (212) 902-3000, e-mail: peter.morreale@gs.com and Joe Osborne, fax number: 212-291-5318,
e-mail: joe.osborne@gs.com; (b) Citigroup Global Markets Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013,
Attention: Paul Vanderslice, fax number: (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, Attention:
Richard Simpson, fax number: (646) 328-2943, with copies by electronic mail to Richard Simpson at richard.simpson@citi.com
and Ryan M. O’Connor at ryan.m.oconnor@citi.com; (c) Deutsche Bank Securities Inc., 60 Wall Street, New York,
New York 10005, Attention: Lainie Kaye, e-mail: lainie.kaye@db.com, facsimile number: (212) 797-4487; and (d) Drexel


 



    	-396-



    	 



    




 


Hamilton, LLC, 77 Water
Street, New York, New York 10005, Attention: John D. Kerin, Director of Debt Syndicate, fax number: (646) 412-1500; and (xi) in
the case of the initial Controlling Class Representative, C-III High Yield Real Estate Debt Fund IV TIER Holdings LLC, c/o C-III
HY Directives IV LLC, 717 Fifth Avenue, New York, NY 10022, Fax number: 212 705 5001, Attention: George Carleton; gcarleton@islecap.com;
Ed Tai; etai@c3cp.com; Katherine Furman; kfurman@c3cp.com; and Jignesh Patel; jpatel@c3cp.com ; or as to
each such Person such other address or e-mail address as may hereafter be furnished by such Person to the parties hereto in writing.
Any communication required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed
first class, postage prepaid, to the address of such Holder as shown in the Certificate Register. Any communication required or
permitted to be delivered to a Beneficial Owner shall be deemed to have been duly given to the extent delivered through the Depository.
Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice. Notwithstanding anything contained in this Section 11.04 to the contrary,
nothing in this Section 11.04 shall constitute consent by any party hereto to service of process upon such party by facsimile
transmission, electronic mail or any other type of electronic transmission.


 


The obligation of any
party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to this
Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and contact
information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, as applicable, and shall be entitled to assume that the identity and contact information for such Other Depositor, Other
Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable, has not changed, absent receipt
of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect to the identity and
contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


 


Section 11.05     Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.


 



    	-397-



    	 



    




 


Section 11.06     Notice
to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


 


(a)           The
Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by e-mail to
the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider)
and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate Administrator
has actual knowledge, and the Rule 17g-5 Information Provider shall upload such notice to the Rule 17g-5 Information Provider’s
Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day
by 12:00 p.m. and shall, promptly following the posting of such notice to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated
to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of such
notice, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:


 


(i)            any
material change or amendment to this Agreement;


 


(ii)           the
occurrence of any Servicer Termination Event that has not been cured;


 


(iii)          the
merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate Administrator
or any Outside Servicer, Outside Special Servicer or Outside Trustee;


 


(iv)          the
repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 


(v)           the
final payment to any Class of Certificateholders;


 


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


 


(vii)         any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer; and


 


(viii)        any
change in the lien priority of a Mortgage Loan.


 


(b)           The
Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information
Provider and the Depositor copies of the following (to the extent not already delivered or made available pursuant to the terms
of this Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information Provider’s
Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day
by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the posting of such documents to the Rule 17g-5
Information Provider’s


 



    	-398-



    	 



    




 


Website, notify, or cause the notification of, each Registered Rating Agency (other than any Registered
Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such notification) by electronic
mail of the posting of such documents, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s
Website:


 


(i)            each
of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)           each
of its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of this Agreement;


 


(iii)          each
of its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;


 


(iv)          a
copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 4.02; and


 


(v)           upon
request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18 of this Agreement.


 


(c)           The
Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable to the
Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if the Certificate Administrator
is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the items set forth in Section 8.11(b)
of this Agreement (to the extent not already delivered or made available pursuant to the terms of this Agreement and to the extent
such items were prepared by or delivered to the Certificate Administrator in electronic format), and the Rule 17g-5 Information
Provider shall upload such documents to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt
if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m..


 


(d)           After
any notice, document or item has been posted by the Rule 17g-5 Information Provider to the Rule 17g-5 Information Provider’s
Website pursuant to Sections 11.06(a), 11.06(b) or 11.06(c), the Rule 17g-5 Information Provider may send
such posted notice, document or item to a Registered Rating Agency.


 


Section 11.07     Amendment. This
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator and the Trustee,
without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


(i)            to
cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 



    	-399-



    	 



    




 


(ii)           to
correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the description
thereof in the Prospectus or the Prospectus Supplement or to correct any error;


 


(iii)          to
change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable
Distribution Account, any Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment);


 


(iv)          to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party
requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided
that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R
Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act, as amended,
the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


 


(v)           to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel;


 


(vi)          to
modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase the obligations of
the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s
consent (which consent may not be withheld unless such modification would materially adversely affect such party or materially
increase such party’s obligations under this Agreement); provided, further that notice of such modification
is provided to all parties to this Agreement;


 


(vii)         to
amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates
by any of the Rating Agencies, provided that the amendment will not adversely affect in any material respect the interests
of any Certificateholder; and


 


(viii)        in
the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement (A) to the extent
necessary to effect the


 



    	-400-



    	 



    




 


qualification of this Agreement under the TIA or under any similar federal statute hereafter enacted and
to add to this Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions
of this Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant
to the preceding clause (A);


 


provided, further
that no amendment pursuant to any of clauses (i)-(viii) above may be made that would: (i) reduce the consent or consultation rights or the right to receive information under this Agreement of the Controlling Class
Representative without the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to
receive information under this Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in
any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the applicable Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


This Agreement or any
Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate Administrator
and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests
of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:


 


(i)            reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of that
Certificate or that Serviced Companion Loan Holder, as applicable;


 


(ii)           reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without the
consent of the Holders of all Certificates of that Class then outstanding;


 


(iii)          change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller;


 


(iv)          change
the definition of “Servicing Standard” without either (1) consent of 100% of the holders of the Certificates or (2)
Rating Agency Confirmation;


 


(v)           without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (a) the
percentages of Voting


 



    	-401-



    	 



    




 


Rights of Certificateholders which are required to consent to any action or inaction under this Agreement,
(b) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or (c) the right of the Certificateholders
to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)         adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)        adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent; or


 


(viii)       change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


In the event that neither
the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 11.07 shall be effective
with the consent of the Trustee, the Operating Advisor, the Certificate Administrator, the Custodian (if the Trustee is then acting
as Custodian), the Special Servicer, the Master Servicer, in writing, and to the extent required by this Section, the Certificateholders,
the Serviced Companion Loan Holders, the Mortgage Loan Sellers, the Underwriters and/or the Initial Purchasers, as applicable.
Promptly after the execution of any amendment, the Master Servicer shall forward a copy thereof to the Trustee, the Operating Advisor,
the Certificate Administrator, the Custodian (if the Trustee is then acting as Custodian), the Special Servicer, each Serviced
Companion Loan Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and the Certificate Administrator and
shall furnish written notification of the substance of such amendment to each Certificateholder, as applicable, and, for posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information
Provider. It shall not be necessary for the consent of Certificateholders or the Serviced Companion Loan Holders, the Mortgage
Loan Sellers, Underwriters or the Initial Purchasers, as applicable, under this Section 11.07 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders or the Serviced Companion Loan
Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, shall be subject to such reasonable
regulations as the Trustee may prescribe; provided, however, that such method shall always be by affirmation and
in writing.


 


Notwithstanding any contrary
provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested by the
Master Servicer, the Special Servicer, the Trustee, the Custodian (if the Trustee is then acting as Custodian), and/or the Certificate
Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting such amendment (or,
if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate
Administrator for any purpose described in clause (i) or (ii) of the first sentence of this Section, then at the expense of the
Trust Fund), to the effect that such amendment will not cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificates are outstanding,
and will not cause a tax to be imposed on the Trust Fund (other than a tax at the


 



    	-402-



    	 



    




 


highest marginal corporate tax rate on net income
from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution of any amendment to this Agreement or any Custodial
Agreement, the Trustee, the Certificate Administrator, the Custodian (if the Trustee is then acting as Custodian), the Special
Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion of Counsel, at the expense
of the party requesting such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by
it or requested by the Trustee or the Certificate Administrator for any purpose described in clause (i), (ii), (iii) or (v) (which
do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator,
as applicable) of the first sentence of this Section, then at the expense of the Trust Fund) stating that the execution of such
amendment is authorized or permitted by this Agreement, and that all conditions precedent to such amendment are satisfied. Each
of the Trustee, the Custodian (if the Trustee is then acting as Custodian) and the Certificate Administrator may, but shall not
be obligated to, enter into any such amendment which affects the Trustee’s, the Custodian’s (if the Trustee is then
acting as Custodian) or the Certificate Administrator’s, as applicable, own rights, duties or immunities under this Agreement.
The party requesting an amendment to this Agreement shall provide to the Rule 17g-5 Information Provider, for posting on the Rule
17g-5 Information Provider’s Website pursuant to Section 11.13 of this Agreement, prior written notice of such proposed
amendment.


 


Section 11.08     Confirmation
of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance
is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties
to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest
in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation,
the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off Date),
all amounts held from time to time in the Collection Account, each Distribution Account, the Exchangeable Distribution Account,
the Excess Interest Distribution Account, the Interest Reserve Account and, if established, the Excess Liquidation Proceeds Reserve
Account and the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and
interest in and to any Insurance Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement
under applicable law. This Section 11.08 shall constitute notice to the Trustee pursuant to any of the requirements of
the applicable UCC.


 


Section 11.09     Third-Party
Beneficiaries. Except as provided in the next sentence, no Persons other than a party to this Agreement, any Serviced
Companion Loan Holder (unless it is the Mortgagor under the applicable Serviced Companion Loan or an Affiliate thereof) and any
Certificateholder, shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter
or Initial Purchaser (with respect to its rights to receive any documents, certifications, information and/or indemnification
hereunder and its rights under Section 2.02, Section 5.03 and Section 11.07 of this Agreement), any Serviced
Companion Loan Holder, any Mortgage Loan Seller (with respect to its rights under


 



    	-403-



    	 



    




 


Section 2.03(a), Section 2.03(b),
Section 2.03(c), Section 3.09(d)(i), Section 11.07 and Section 11.16 of this Agreement and its rights
as a Privileged Person), any Other Depositor and Other Exchange Act Reporting Party (with respect to its rights under Article
X of this Agreement) and, subject to Section 11.02 of this Agreement, any Certificateholder (which are intended third-party
beneficiaries of this Agreement) shall have the right to enforce their respective rights and obligations hereunder (in the case
of any Serviced Companion Loan Holder, to the extent they affect the related Serviced Companion Loan and provided that such Serviced
Companion Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was
a party hereto.


 


Without limiting the
foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan
is an intended third-party beneficiary of this Agreement.


 


Section 11.10     Request
by Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required to be delivered
to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms of this Agreement,
such request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion Loan Holder, as applicable,
to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect to such Certificateholder
or a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate to each date such report or information
may be requested. The notice shall set forth the applicable Sections where such reports and information are requested.


 


Section 11.11     Waiver
of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 11.12     Submission
to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT
FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS
PROVIDED FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER
PERMITTED BY LAW.


 



    	-404-



    	 



    




 


Section 11.13     Exchange
Act Rule 17g-5 Procedures.


 


(a)           Except
as otherwise provided in Section 11.06 of this Agreement or this Section 11.13 or otherwise in this Agreement or
as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing, any Rating
Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the Certificates
or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates
or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency
makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s
surveillance of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing
by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided in Section 11.13(h), whereupon
the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5 Information Provider’s Website on
the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business
Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5 Information Provider, on the same Business Day of preparation
of such response if prepared by 2:00 p.m. or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule
17g-5 Information Provider shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.


 


(b)           To
the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its obligations
under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to the Rule
17g-5 Information Provider electronically as provided in Section 11.13(h), whereupon the Rule 17g-5 Information Provider
shall upload such information or communication to the Rule 17g-5 Information Provider’s Website on the same Business Day
of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or,
if the applicable party is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared
by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall,
promptly after such written information or communication has been uploaded to the Rule 17g-5 Information Provider’s Website,
notify, or cause the notification of, each Registered Rating Agency by electronic mail of the posting of such written information
or communication. The foregoing shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall
be in writing, with a cover letter indicating the nature of the request and shall include all information the requesting party
believes is reasonably necessary for the applicable Rating Agency to make its decision.


 



    	-405-



    	 



    




 


(c)           Notwithstanding
the provisions of Section 11.13(a) or Section 11.13(b) of this Agreement, any of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted (but are not required)
to orally communicate with the Rating Agencies in accordance with their respective obligations under this Agreement, under the
following circumstances: (i) such party provides a written summary of the information provided to the Rating Agencies during such
communication to the 17g-5 Information Provider electronically as provided in Section 11.13(h) on the same day such oral
communication takes place (provided that the summary of such oral communications shall not be attributed to the Rating Agency
the communication was with); or (ii) the Depositor, in its sole discretion, provides a written authorization (which may be by electronic
email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency (including, but not limited to, providing
responses to inquiries from such Rating Agency); provided, that any such authorization shall set forth the procedures that
such party shall follow if it elects (in its sole discretion) to orally communicate with the applicable Rating Agency, which procedures
shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5. The 17g-5 Information Provider shall post
any summary, communication or other information provided to it in accordance with this paragraph on the 17g-5 Information Provider’s
Website in accordance with the procedures set forth in Section 11.13(h).


 


(d)           Each
of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to indemnify
and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates
and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against any and all losses,
liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal
fees and expenses), joint or several, to which any such Indemnified Party may become subject, under the Act, the Exchange Act or
otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties,
fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such Indemnifying
Party’s breach of Section 11.06, Section 11.13(a), Section 11.13(b), Section 11.13(c), Section
11.13(g) or Section 11.13(h) of this Agreement or (ii) a determination by any Rating Agency that it cannot reasonably
rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent
caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified
Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending
any such action or claim, as such expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special
Servicer in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also
the Certificate Administrator).


 


(e)           None
of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting in
the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any liability
for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the


 



    	-406-



    	 



    




 


Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the terms of this Agreement,
(ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or (iii) such party’s failure to
perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies that
are required to be performed after the Rule 17g-5 Information Provider posts the related information or communication if the Rule
17g-5 Information Provider fails to notify such party that it has posted such information or communication on the Rule 17g-5 Information
Provider’s Website.


 


(f)            None
of the foregoing restrictions in this Section 11.13 prohibit or restrict oral or written communications, or providing information,
between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to
(i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special Servicer, as applicable,
(ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable, as a commercial mortgage
master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master Servicer’s or the Special
Servicer’s, as applicable, servicing operations in general; provided, however, that the Master Servicer or
the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to such
Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific
identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such
information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the earlier
of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to the Rule 17g-5
Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such
information to the Rule 17g-5 Information Provider; or (z) such Rating Agency has confirmed in writing to the Master Servicer or
the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance
for any Class of Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify
to the Depositor that it received the confirmation described in this clause (z)).


 


(g)           The
Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s Website in the form of
a password-protected Internet Website in accordance with this Section 11.13 and Section 11.06 of this Agreement.


 


(h)           The
Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available solely to
the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic document
format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5 Information
Provider agree to do so in such format) via electronic mail at ratingagencynotice@citi.com, specifically with a subject
reference of “CGCMT 2015-GC35” and an identification of the type of information being provided in the body of such
electronic mail (or via any alternative electronic mail address following notice to the parties hereto or any other delivery method
established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial):


 



    	-407-



    	 



    




 


(A)          all
items delivered to the Rule 17g-5 Information Provider pursuant to Section 11.06;


 


(B)          all
information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 11.13(a), 11.13(b)
and 11.13(c);


 


(C)          any
Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 11.13(l) or by the Depositor;
and


 


(D)          any
other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


 


The 17g-5 Information
Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt if
received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly following the
posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i) each Registered
Rating Agency and (ii) upon request, the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5 Information Provider’s
Website (provided that if the Master Servicer or Special Servicer has registered for access to the 17g-5 Information Provider’s
Website, such party will automatically receive notification when such item has been posted and no request shall be required).


 


The Rule 17g-5 Information
Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is
accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any information
is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5 Information Provider’s
Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained and shall not be deemed to have
obtained actual knowledge of any information only by receipt and posting to the Rule 17g-5 Information Provider’s Website.
Access will be provided by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information
Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s
Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification may
be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access to the
17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided
such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the Rule 17g-5
Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time,
on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses
for receipt of notices, including a general email address; provided, that each email address so provided shall be associated
with a registered user of the Rule 17g-5 Information Provider’s Website. Questions regarding delivery of information to the
Rule 17g-5 Information Provider may be directed to 1-888-422-2066 and ratingagencynotice@citi.com (or to such other telephone
number or e-mail address as the Rule 17g-5 Information Provider may designate).


 



    	-408-



    	 



    




 


The 17g-5 Information
Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection
with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider may require registration
and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for the dissemination of information
in accordance with the terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such
information being made available, and assumes no responsibility for such information. The Rule 17g-5 Information Provider shall
not be liable for its failure to make any information available to the Rating Agencies or other NRSROs unless such information
was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein (or by any other form of electronic
delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this Agreement), with a subject heading
of “CGCMT 2015-GC35” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5
Information Provider’s Website. In connection with notifying a Registered Rating Agency of any information posted to the
Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall only be responsible for sending such
notices to the electronic mail address(es) of such Registered Rating Agency as provided by such Registered Rating Agency upon its
registration as user of the Rule 17g-5 Information Provider’s Website or upon any subsequent update of such electronic mail
address(es) made by such Registered Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5
Information Provider shall not be responsible for sending any notices to any electronic mail address(es) of any Registered Rating
Agency that is not provided to the Rule 17g-5 Information in the manner described in this sentence.


 


(i)            In
connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee,
as applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for posting to the Rule 17g-5
Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the Master Servicer, Special Servicer, Certificate
Administrator, Operating Advisor or Trustee, as applicable, of when such information, report, notice or other document has been
posted to the Rule 17g-5 Information Provider’s Website, and the Master Servicer, Special Servicer, Certificate Administrator,
Operating Advisor or Trustee, as applicable, may (but is not obligated to unless otherwise provided herein) send such information,
report, notice or other document to the applicable Rating Agency promptly following the earlier of (a) receipt of notification
from the Rule 17g-5 Information Provider that such information, report, notice or other document has been posted to the Rule 17g-5
Information Provider’s Website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such
information, report, notice or other document to the Rule 17g-5 Information Provider.


 


(j)            With
respect to each Outside Serviced Trust Loan, each of the Master Servicer, the Certificate Administrator and the Trustee shall provide
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly upon receipt from an
Outside Service Provider, all reports, statements, documents, notices and other information it receives in respect of such Outside
Serviced Trust Loan that would otherwise have been required to be submitted to the 17g-5 Information Provider under this Agreement
for posting had such Outside Serviced Trust Loan been a Serviced Mortgage Loan. The 17g-5 Information Provider


 



    	-409-



    	 



    




 


shall post on the
17g-5 Information Provider’s Website all such information it receives in accordance with this Agreement.


 


(k)           The
Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information Provider
that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted by the
17g-5 Information Provider in accordance with the timeframe provided in Section 11.13(b).


 


(l)            If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party “due
diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect to the Mortgage
Loans (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with Section 11.13(h).
The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives
directly from a Due Diligence Service Provider or from another party to this Agreement, in accordance with the timeframe provided
in Section 11.13(h).


 


(m)          Neither
the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service provided by
a third party requires obtaining a Form ABS Due Diligence-15E.


 


Section 11.14     Precautionary
Trust Indenture Act Provisions.


 


In the event that the
Depositor, upon consultation with the Trustee, notifies the parties to this Agreement that it has determined that the TIA applies
to this Agreement or that that qualification under the Trust Indenture Act of 1939, as amended (the “TIA”),
or any similar federal statute hereafter enacted is required (any such determination by the Depositor, a “TIA Applicability
Determination”), then, (i) in the case of the TIA, pursuant to Section 318 of the TIA (assuming such section is then
in effect), the provisions of Sections 310 to and including Section 317 of the TIA that impose duties on any person shall be part
of and govern this Agreement, whether or not physically contained herein, as and to the extent provided in Section 318 of the TIA;
provided, however, that it shall be deemed that the parties to this Agreement have agreed that, to the extent permitted
under the TIA, this Agreement shall expressly exclude any non-mandatory provisions that (x) conflict with the provisions of this
Agreement or would otherwise alter the provisions of this Agreement or (y) increase the obligations, liabilities or scope of responsibility
of any party hereto; (ii) the parties agree to cooperate in good faith with the Depositor to make such amendments to modify, eliminate
or add to the provisions of this Agreement to such extent as shall be necessary to effect the qualification of this Agreement under
the TIA or such similar statute and to add to this Agreement such other provisions as may be expressly required by the TIA or as
may be determined by the parties to be beneficial for compliance with the TIA; and (iii) upon the direction of the Depositor, the
Trustee shall file a Form T-1 or such other form as the Depositor informs the Trustee is required, with the Commission or other
appropriate institution.


 



    	-410-



    	 



    




 


Section 11.15     Cooperation
with the Mortgage Loan Sellers with Respect to Rights Under the Loan Agreements.


 


It is expressly agreed
and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers
are entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders
in the Loan Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate
with any Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the
provisions of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification of the lender
and/or its loan seller affiliates with respect to the current securitization of the related Mortgage Loan, including, without limitation,
reassignment to the related Mortgage Loan Seller of such sections, but no other portion, of the Loan Documents, to permit the related
Mortgage Loan Seller to enforce such provisions for its benefit; provided, that none of the Depositor, Master Servicer, Special
Servicer or Trustee shall be required to take any action that is inconsistent with the Servicing Standard, would violate applicable
law, the terms and provisions of this Agreement or the Loan Documents, would adversely affect any Certificateholder, would cause
either Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income
tax purposes, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating an assignment under
this Section 11.15, such document shall be in form and substance reasonably acceptable to the Trustee.


 


Section 11.16     PNC
Bank, National Association.


 


PNC Bank, National Association,
by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees
that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations
set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


 


[Signature Pages Follow]








 



    	-411-



    	 



    




 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the
day and year first above written.


 





	 	CITIGROUP COMMERCIAL
    MORTGAGE SECURITIES INC., as Depositor
	 	 	 
	 	By:	/s/
    Paul T. Vanderslice
	 	 	Name: Paul T. Vanderslice
	 	 	Title: President
	 	 	 
	 	MIDLAND LOAN SERVICES,
    A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer
	 	 	 
	 	By:	/s/
    David A. Eckels
	 	 	Name: David A. Eckels
	 	 	Title: Senior Vice President
	 	 	 
	 	C-III ASSET MANAGEMENT
    LLC, as Special Servicer
	 	 	 
	 	By:	/s/
    Kevin C Donahue
	 	 	Name: Kevin C Donahue
	 	 	Title: President










 


CGCMT
2015-GC35 - Pooling and Servicing Agreement


 









    	 



    	 



    

 





	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC as Operating Advisor
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	By: 	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ David M. Rodgers 
	 	 	Name: David M. Rodgers
	 	 	Title: Managing Member
	 	 	 
	 	CITIBANK,
    N.A., as Certificate Administrator
	 	 	 
	 	By:	/s/ John Hannon 
	 	 	Name: John Hannon
	 	 	Title: Vice President
	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
	 	 	 
	 	By:	/s/ Karlene Benvenuto
	 	 	Name: Karlene Benvenuto
	 	 	Title: Assistant Vice President
	 	 	 
	 	By:	/s/ Gisselle Picard 
	 	 	Name: Gisselle Picard
	 	 	Title: Associate




 


CGCMT
2015-GC35 - Pooling and Servicing Agreement


 



    	 



    	 



    




 





 


	STATE OF New York	)	 
	 	) ss:	 
	COUNTY OF New York	)	 









 


On this 27th day of November
2015, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
Paul T. Vanderslice, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the President
of CCMSI, a New York LLC, the entity described in and that executed the foregoing instrument; and that s/he signed her/his name
thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 


		/s/ Rachel Andrews	 
	 	Notary Public in and for the
	 	State of New York



 


	My Commission expires: 8/24/19	Rachel Andrews
 Notary Public, State of New York
 No. 01AN6329584
 Qualified in New York County
 Commission
Expires Aug. 24, 2019



 


[NOTARIAL SEAL]


 


CGCMT
2015-GC35 - Pooling and Servicing Agreement


 



    	 



    	 



    




 





	STATE OF KANSAS	)	 
	 	)       ss.:	 
	COUNTY OF JOHNSON	)	 


  


On this 30th day of November
2015, before me, the undersigned, a Notary Public in and for the State of Kansas, duly commissioned and sworn, personally appeared
David A. Eckels, to me known who, by me duly sworn, did depose and acknowledge before me and say that he is a Senior Vice President
of Midland Loan Services, a Division of PNC Bank, National Association, the entity described in and that executed the foregoing
instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





		/s/ Brent
Kinder	 
	 	Notary Public in and for the	 
	 	State of Kansas	 
	 	 	 
	 	BRENT KINDER

NOTARY PUBLIC – State of Kansas

My Appt. Exp. January 30, 2018



  


CGCMT
2015-GC35 - Pooling and Servicing Agreement


 



    	 



    	 



    




 





	STATE OF TEXAS  	)	 
	 	)      ss.:	 
	COUNTY OF DALLAS	)	 


  


On this 30th day of November
2015, before me, the undersigned, a Notary Public in and for the State of Texas, duly commissioned and sworn, personally appeared
Kevin C. Donahue, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the President of
C-III Asset Management LLC, a Delaware LLC, the entity described in and that executed the foregoing instrument; and that s/he signed
her/his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





		/s/ Robin Behrns
	 	Notary Public in and for the
	 	State of _______________



 


	My Commission expires:	 
	 	 
	[NOTARIAL SEAL] 	ROBIN BEHRNS
 Notary Public, State of Texas
 My Commission Expires
 February 14, 2018











 


CGCMT
2015-GC35 - Pooling and Servicing Agreement


 






    	 



    	 



    

 


	STATE OF NEW JERSEY	)	 
	 	)       ss.:	 
	COUNTY OF ESSEX	)	 


  


I CERTIFY that on November
24th, 2015, David M. Rodgers personally came before me and he acknowledged under oath, to my satisfaction, that he is the Managing
Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of
Park Bridge Lender Services LLC, a limited liability company, that he is the person named in and who executed the within instrument,
that he signed and delivered this document as the voluntary act and deed of the said limited liability company.


 


WITNESS my hand and seal
hereto affixed the day and year first above written.


 





		/s/ Edy A
Campoverde
	 	Notary Public



  


EDY A CAMPOVERDE

Notary Public

State of New Jersey

My Commission Expires June 12, 2018

I.D. 2435009


 


(Affix Notary Stamp Above)



My Commission expires: 6/12/18








 


CGCMT
2015-GC35 - Pooling and Servicing Agreement


 




    	 



    	 



    




 





	STATE OF NEW YORK	)	 
	 	)       ss.:	 
	COUNTY OF NEW YORK	)	 


  


On this 24th day of November
2015, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared
John Hannon, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the Vice President of
Citibank, N.A., a national banking association, the entity described in and that executed the foregoing instrument; and that s/he
signed her/his name thereto under authority of said entity and on behalf of such entity.


 


		Re:	WITNESS my hand and seal hereto affixed the day and year
first above written.



 


		/s/ Noreen
Santos	 
	 	Notary Public in and for the	 
	 	State of _________	 





 


	 	NOREEN SANTOS

Notary Public, State of New York

Registration #01SA6228750

Qualified in Nassau County

Certificate Filed in New York County

Commission Expires September 27, 2018


  


My Commission expires:


 


[NOTARIAL SEAL]


 


CGCMT
2015-GC35 - Pooling and Servicing Agreement



 



    	 



    	 



    







 


A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.


 


STATE OF CALIFORNIA

COUNTY OF ORANGE


 


On November 30, 2015 before me, Suzanne C. Patten a Notary Public, a Notary Public in and for said state, personally appeared Karlene
Benvenuto and Gisselle Picard, who proved to me on the basis of satisfactory evidence to be the persons whose names as subscribed
to the within instrument and acknowledged to me that they executed that same in their authorized capacities, and that by their
signatures on the instrument the persons, or the entity upon behalf of which the persons acted and executed the instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


			WITNESS my hand and official seal.
           (SEAL)



 


		/s/ Suzanne
C. Patten	 
	 	Notary Public, State of California	 



 


SUZANNE C. PATTEN

Commission # 2075460

Notary Public – California

Orange County

My Comm. expires Jul 21, 2018





 


CGCMT
2015-GC35 - Pooling and Servicing Agreement



 



    	 



    	 



    






 


 







EXHIBIT
A-1


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-1


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 

		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.


 






    	A-1-1



    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-1


 


	Pass-Through Rate: 1.847% per annum	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-1 Certificates: $30,787,000	 	Scheduled Final Distribution Date: the Distribution Date in August 2020


 


	
        CUSIP:     17324K AL2

         
	 	Initial Certificate Principal Amount of this Certificate: $[_____]
	
        ISIN:         US17324KAL26

         

        Common Code: 133082344

 
	 	 
	No.: [1]	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-1 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 






    	A-1-2



    	 



    

 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-1 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the


 






    	A-1-3



    	 



    

 


Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize 



 






    	A-1-4



    	 



    

 





		 	such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 






    	A-1-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing


 






    	A-1-6



    	 



    

 


greater than 50% of the Certificate
Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the
Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-1-7



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory





 






    	A-1-8



    	 



    

 


ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_________________ ________________ (please print or typewrite name(s) and address(es),
including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the
Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented
by the within Class A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number







 






    	A-1-9



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account
of __________________________ account number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or ____________________________________ as its (their)
agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number






 






    	A-1-10



    	 



    

 


EXHIBIT
A-2


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 

		3	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		4	Global Certificate legend.


 






    	A-2-1



    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-2


 


	Pass-Through Rate: 3.063% per annum	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-2 Certificates: $111,638,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2020
	 	 	 





	
        CUSIP:     17324K AM0

         
	 	Initial Certificate Principal Amount of this Certificate: $[_____]
	
        ISIN:         US17324KAM09

         

        Common Code: 133082336

         
	 	 
	No.: [1]	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-2 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 






    	A-2-2



    	 



    

 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-2 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the


 






    	A-2-3



    	 



    

 


Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize 



 






    	A-2-4



    	 



    

 





		 	such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;




 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 






    	A-2-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing


 






    	A-2-6



    	 



    

 


greater than 50% of the Certificate
Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the
Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-2-7



    	 



    

 

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory





 






    	A-2-8



    	 



    

 


ASSIGNMENT






FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented
by the within Class A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number







 






    	A-2-9



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:_________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number






 






    	A-2-10



    	 



    

 



EXHIBIT
A-3


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]5


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]6


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 

		5	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		6	Global Certificate legend.


 






    	A-3-1



    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-3


 


	Pass-Through Rate: 3.549% per annum	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-3 Certificates: $200,000,000	 	Scheduled Final Distribution Date: the Distribution Date in September 2025
	 	 	 





	
        CUSIP:     17324K AN8

         
	 	Initial Certificate Principal Amount of this Certificate: $[_____]
	
        ISIN:         US17324KAN81

         

        Common Code: 133082352

        
	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-3 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 






    	A-3-2



    	 



    

 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-3 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the


 






    	A-3-3



    	 



    

 


Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize 



 






    	A-3-4



    	 



    

 





		 	such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;




 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 






    	A-3-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing


 






    	A-3-6



    	 



    

 


greater than 50% of the Certificate
Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the
Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-3-7



    	 



    

 

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory





 






    	A-3-8



    	 



    

 

ASSIGNMENT






FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented
by the within Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number





 






    	A-3-9



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number






 






    	A-3-10



    	 



    

 



 


EXHIBIT
A-4


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]7


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 






 





		7	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		8	Global Certificate legend.



 








    	A-4-1



    	 



    







 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-4


 


	Pass-Through Rate: 3.818% per annum	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-4 Certificates: $386,647,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025
	 	 	 





	
        CUSIP:   17324K AP3

     	 	Initial Certificate Principal Amount of this Certificate: $[_____]
	 	 	 
	
        ISIN:       US17324KAP30

         

        Common Code: 133082379

         
	 	 
	
        No.: [1]
	 	 


 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-4 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 



    	A-4-2



    	 



    




 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-4 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the


 



    	A-4-3



    	 



    




 


Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize 



 



    	A-4-4



    	 



    




 


		 	such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;





 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 



    	A-4-5



    	 



    




 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing


 



    	A-4-6



    	 



    




 


greater than 50% of the Certificate
Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the
Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



    	A-4-7



    	 



    





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








 


Dated: December
8, 2015 


CERTIFICATE OF AUTHENTICATION


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


 


Dated: December 8, 2015


 


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-4-8



    	 



    








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


 


I
(we) further direct the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented
by the within Class A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following
address: 


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-4-9



    	 



    





 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution: 


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number





 



    	A-4-10



    	 



    

 


EXHIBIT
A-5


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-AB


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]9


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]10


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


		9	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		10	Global Certificate legend.



 



    	A-5-1



    	 



    







 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-AB


 


	Pass-Through Rate: 3.608% per annum	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-AB Certificates: $44,547,000	 	Scheduled Final Distribution Date: the Distribution Date in April 2025
	 	 	 





	
        CUSIP:   17324K
AQ1
	 	Initial Certificate Principal Amount of this Certificate: $[_____]
	 	 	 
	
        ISIN:       US17324KAQ13

         

        Common Code: 133082387
	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-AB Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 



    	A-5-2



    	 



    




 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the


 



    	A-5-3



    	 



    




 


Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize 



 



    	A-5-4



    	 



    




 





			such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 



    	A-5-5



    	 



    




 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing


 



    	A-5-6



    	 



    




 


greater than 50% of the Certificate
Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the
Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



    	A-5-7



    	 



    




 


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


 

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








 


Dated: December
8, 2015 


CERTIFICATE OF AUTHENTICATION


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


 


Dated: December 8, 2015


 


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory





 



    	A-5-8



    	 



    








ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-AB
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust Fund. 


 


I
(we) further direct the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented
by the within Class A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following
address: 


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-5-9



    	 



    


 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution: 


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.


 


	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number





 



    	A-5-10



    	 



    


 





EXHIBIT
A-6


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4 AND CLASS A-AB CERTIFICATES AND THE CLASS A-S REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY
TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 






 





		1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 



    	A-6-1



    	 



    







 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS X-A


 


	Pass-Through Rate: Variable IO3	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates: $838,548,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025
	 	 	 





	
        CUSIP:   17324K
AV0
	 	Initial Notional Amount of this Certificate: $[_____]
	 	 	 
	
        ISIN:       US17324KAV08 
	 	 
	 	 	 
	Common Code: 133082395	 	 
	 	 	 
	
        No.: [1]
	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class X-A Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





 



 


3 The initial
approximate Pass-Through Rate as of the Closing Date is 1.062% per annum.


 








    	A-6-2



    	 



    




 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-A Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related


 



    	A-6-3



    	 



    




 


REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a 



 



    	A-6-4



    	 



    




 





		 	grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;


 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of


 



    	A-6-5



    	 



    




 


Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any


 



    	A-6-6



    	 



    




 


interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the
Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 



    	A-6-7



    	 



    





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


 

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








 


Dated: December
8, 2015 


CERTIFICATE OF AUTHENTICATION


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


 


Dated: December 8, 2015


 


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory





 



    	A-6-8



    	 



    








ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust Fund. 


 


I
(we) further direct the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented
by the within Class X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following
address: 


 


Date:
_________________


 


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number






 



    	A-6-9



    	 



    


 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution: 


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

 


	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number





 



    	A-6-10



    	 



    


 



 


EXHIBIT A-7


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS B REGULAR INTEREST. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-B CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 





 


 






 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    	A-6-1



    	 



    

  


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS X-B


 


	Pass-Through Rate: Variable IO3	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates: $59,403,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025





 


	
        CUSIP:  17324K AW8

         
	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:     US17324KAW80 
	 
	
          

        Common Code: 133082409 
	 
	 	 
	No.: [1]	 
	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class A-S, Class B, Class PEZ, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class X-B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





 



 


3 The initial approximate
Pass-Through Rate as of the Closing Date is 0.306% per annum.



 






    	A-6-2



    	 



    

 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-B Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be
entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related


 






    	A-6-3



    	 



    

 


REO
Property); (iv) all revenues received in respect of any REO Property (but in the case of each Loan Combination, only to the extent
of the Trust’s interest in the revenues received in respect of such REO Property); (v) the Master Servicer’s and the
Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to the
Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments of Leases, Rents
and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s rights in the Escrow
Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account, each Distribution Account,
the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, any REO
Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the Trustee’s rights in
any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Loan Purchase
Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement;
(xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a 



 






    	A-6-4



    	 



    

 


	 	 	grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that no amendment pursuant
to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or the right to receive
information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent of the Controlling
Class Representative; (ii) reduce the consultation rights or the right to receive information under the Pooling and Servicing Agreement
of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any manner the obligations or rights of
any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase Agreement without the consent
of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of


 






    	A-6-5



    	 



    

 


Certificates
affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any


 






    	A-6-6



    	 



    

 


interest
accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid
Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or
reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase). Solely in the case
where the Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling
Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust from and against any liability,
claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered
as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling
and Servicing Agreement or by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling
and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations
or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans(other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-6-7



    	 



    

 


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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-6-8



    	 



    








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented
by the within Class X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-6-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-6-10



    	 



    





EXHIBIT
A-8


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


  


 






 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






    	A-7-1



    	 



    

  


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS A-S


 


	Pass-Through Rate: The lesser of 4.072% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-S Certificates: $64,929,000. The Aggregate Initial Certificate Principal Amount of the Class A-S Certificates represents the maximum aggregate Certificate Principal Amount of the Class A-S Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates).	 	Scheduled Final Distribution Date: the Distribution Date in November 2025


  


	
        CUSIP:  17324K AR9

         
	 	Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:      US17324KAR95 

         

        Common Code: 133082425

         
	 	 
	No.: [1]	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class B, Class PEZ, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class A-S Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    	A-7-2



    	 



    

 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-S Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    	A-7-3



    	 



    

 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


Subject to the conditions
set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth
in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the procedures set forth in
the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-7-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement


 






    	A-7-5



    	 



    

 


without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






    	A-7-6



    	 



    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of
each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling
Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class are effecting such purchase,
the purchasing party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred
or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-7-7



    	 



    

 


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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-7-8



    	 



    








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented
by the within Class A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-7-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-7-10



    	 



    





EXHIBIT
A-9


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 





 


 






 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 



 






    	A-8-1



    	 



    

  


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS B


 


	Pass-Through Rate: The lesser of 4.346% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class B Certificates: $59,403,000. The Aggregate Initial Certificate Principal Amount of the Class B Certificates represents the maximum aggregate Certificate Principal Amount of the Class B Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates).	 	Scheduled Final Distribution Date: the Distribution Date in November 2025
	 	 	 
	CUSIP:   17324K AS7	 	Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchange for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:       US17324KAS78

         

        Common Code: 133082417 
	 	 
	 	 	 
	No.: [1]	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class PEZ, Class C,
Class D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    	A-8-2



    	 



    

 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    	A-8-3



    	 



    

 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


Subject to the conditions
set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth
in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the procedures set forth in
the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-8-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement


 






    	A-8-5



    	 



    

 


without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






    	A-8-6



    	 



    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of
each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling
Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class are effecting such purchase,
the purchasing party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred
or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-8-7



    	 



    








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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-8-8



    	 



    








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented
by the within Class B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-8-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-8-10



    	 



    





EXHIBIT A-10 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS PEZ


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


SUBJECT TO THE CONDITIONS SET FORTH IN
THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES
SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 





 


 






 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    	A-9-1



    	 



    

  


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS PEZ


 


	Pass-Through Rate: The Class PEZ Certificates will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C Regular Interests represented by the Class PEZ Certificates.	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates: $183,735,000. The Aggregate Initial Certificate Principal Amount of the Class PEZ Certificates is equal to the aggregate of the maximum initial Certificate Principal Amounts of the Class A-S, Class B and Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates), representing the maximum Certificate Principal Amount of the Class PEZ Certificates that could be issued in an exchange.	 	Scheduled Final Distribution Date: the Distribution Date in November 2025





 


	
        CUSIP:  17324K AY4 

         
	 	Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchanges for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:     US17324KAY47 

         

        Common Code: 133082433 
	 	 
	 	 	 
	No.: [1]	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class PEZ Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class
D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class PEZ Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master


 






    	A-9-2



    	 



    

 


Servicer,
C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate
Administrator, and Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
beneficial ownership of multiple “regular interests” in a “real estate mortgage investment conduit,” as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class PEZ Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class PEZ Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 






    	A-9-3



    	 



    

 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


Subject to the conditions
set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for other Exchangeable Certificates, pursuant
to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange
fee).


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-9-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement


 






    	A-9-5



    	 



    

 


without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






    	A-9-6



    	 



    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of
each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling
Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class are effecting such purchase,
the purchasing party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred
or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-9-7



    	 



    

 


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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-9-8



    	 



    








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class PEZ Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class PEZ Certificate of the entire Percentage Interest represented
by the within Class PEZ Certificates to the above-named Assignee(s) and to deliver such Class PEZ Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-9-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-9-10



    	 



    





EXHIBIT
A-11


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


SUBJECT TO THE CONDITIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH CERTAIN OTHER EXCHANGEABLE CERTIFICATES SET FORTH
IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR THE CLASS PEZ CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN
THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.





 


 






 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 







    	A-10-1



    	 



    

  


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS C


 


	Pass-Through Rate: The WAC Rate3	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class C Certificates: $59,403,000. The Aggregate Initial Certificate Principal Amount of the Class C Certificates represents the maximum aggregate Certificate Principal Amount of the Class C Certificates (without giving effect to any exchanges for other Exchangeable Certificates or any issuance of the Class PEZ Certificates).	 	Scheduled Final Distribution Date: the Distribution Date in November 2025
	 	 	 
	CUSIP:   17324K AT5	 	Initial Certificate Principal Amount of this Certificate: $[_____] (subject to exchange for Exchangeable Certificates on or after the Closing Date)
	
        ISIN:      US17324KAT51 

         

        Common Code: 133082450 
	 	 
	 	 	 
	No.: [1]	 	 
	 	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ,
Class D, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class C Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



 


3 The initial approximate
Pass-Through Rate as of the Closing Date is 4.652% per annum.



 






    	A-10-2



    	 



    

 


This Certificate represents
beneficial ownership of a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 






    	A-10-3



    	 



    

 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


Subject to the conditions
set forth in the Pooling and Servicing Agreement, this Certificate, together with certain other Exchangeable Certificates set forth
in the Pooling and Servicing Agreement, may be exchanged for the Class PEZ Certificates, pursuant to the procedures set forth in
the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-10-4



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement


 






    	A-10-5



    	 



    

 


without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






    	A-10-6



    	 



    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of
each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling
Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class are effecting such purchase,
the purchasing party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred
or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-10-7



    	 



    

 


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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-10-8



    	 



    








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________   (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class C Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented
by the within Class C Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-10-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-10-10



    	 



    





EXHIBIT
A-12


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS D


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, ANY COMPANION LOAN HOLDER, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.





 


 






 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 







    	A-11-1



    	 



    

  


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS D


 


	Pass-Through Rate: 3.236% per annum	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class D Certificates: $58,021,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025


  


	
        CUSIP:   17324K AU2 

         
	Initial Certificate Principal Amount of this Certificate: $[_____]
	
        ISIN:      US17324KAU25
	 
	 	 
	Common Code: 133082441	 
	 	 
	No.: [1]	 
	 	 


This certifies that
[            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ,
Class C, Class X-D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 






    	A-11-2



    	 



    

 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the


 






    	A-11-3



    	 



    

 


Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any
indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited
in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment
income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties;
(x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee
pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of
Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize 



 






    	A-11-4



    	 



    

 


	 	 	such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 






    	A-11-5



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing


 






    	A-11-6



    	 



    

 


greater
than 50% of the Certificate Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall
indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust
(other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith,
fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or by reason of negligent
disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any
party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein) in connection with
the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-11-7



    	 



    

 


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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-11-8



    	 



    








ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________   (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class D Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented
by the within Class D Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-11-9



    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-11-10



    	 



    


 






 


EXHIBIT
A-13


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS X-D


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
ANY COMPANION LOAN HOLDER, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS
ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE
CLASS D REGULAR INTEREST. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


 


THIS
CLASS X-D CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 





 



 


		1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






    A-12-1 


    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS X-D 


	 	 	 
	Pass-Through Rate: Variable
IO3	 	 
	 	 	 
	First
    Distribution Date: January 12, 2016	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate
    Initial Notional Amount of the Class X-D Certificates: $58,021,000	 	Scheduled
    Final Distribution Date: the Distribution Date in November 2025
	 	 	 





	CUSIP:     17324K AX6
	 	Initial
    Notional Amount of this Certificate: $[_____]
	 	 	 
	ISIN:         US17324KAX63
	 	 
	 	 	 
	Common
    Code: 133100202	 	 
	 	 	 
	No.:
[1]
	 	 


 


This
certifies that [            ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to
be made with respect to the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of
Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust
by the Trustee and serviced by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans
are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and
Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class
A-S, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (together with the Class
X-D Certificates, the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December
1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and
Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 1.416% per annum.


 



    A-12-2 


    	 



    




 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, with respect to the Class X-D Certificates for
such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 9.01 of
the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to
the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Loan


 






    A-12-3 


    	 



    

 


Combination, only to the extent of the Trust’s interest in the revenues received in respect
of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect
to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi)
the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any Excess Interest Distribution Account, including
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to
the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii)
the Loss of Value Reserve Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest
                                         Distribution Account, the Distribution Account or any REO Account, provided that (A)
                                         the Master Servicer Remittance Date shall in no event be later than the Business Day
                                         prior to the related Distribution Date and (B) the change would not adversely affect
                                         in any material respect the interests of any Certificateholder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
                                         the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor
                                         trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,



 






    A-12-4 


    	 



    

 


			provided
that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates,
(B) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the
Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act
                                         Rule 17g-5; provided that such modification does not increase the obligations of the
                                         Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or
                                         the Special Servicer without such party’s consent (which consent may not be withheld
                                         unless such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement;



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder; and



 


		(viii)	in
                                         the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
                                         of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification
                                         of the Pooling and Servicing Agreement under the TIA or under any similar federal statute
                                         hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions
                                         as may be expressly required by the TIA, and (B) to modify such other provisions of the
                                         Pooling and Servicing Agreement to the extent necessary to make those provisions consistent
                                         with, and conform to, the modifications made pursuant to the preceding clause (A);



 


provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not
less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or


 






    A-12-5 


    	 



    

 


eliminating
any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders;
provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Serviced
                                         Loans which are required to be distributed on a Certificate of any Class or to any Serviced
                                         Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate
                                         or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Loan Purchase Agreement without the consent of
                                         the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Serviced Companion Loan Holder in its capacity as such without its consent,
                                         or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided
for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Trust Loan)
in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price
of all the Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s
portion of each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause
(i)(B) shall be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus
(ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of
unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued
and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such


 






    A-12-6 


    	 



    

 


Advances
and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have
been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase). Solely
in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the
Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the Trust from and against
any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims, expenses or costs
incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance of duties of
any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties thereunder of
any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement of any
of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by
the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any
determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the
Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then
included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the
Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund;
provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable,
promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    A-12-7 


    	 



    

 



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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    A-12-8 


    	 



    








ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_________________ ________________ (please print or typewrite name(s) and address(es), including
postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the
within Class X-D Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the
Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented
by the within Class X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    A-12-9 


    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    A-12-10 


    	 



    





EXHIBIT
A-14


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


DISTRIBUTIONS
OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF
CERTIFICATES OF THE SAME SERIES.


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 





    A-13-1 


    	 



    

 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION”
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE
904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT
FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-13-2 


    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS E


	 	 	 
	Pass-Through
    Rate: The WAC Rate4	 	 
	 	 	 
	First
    Distribution Date: January 12, 2016	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class E Certificates: $29,011,000	 	Scheduled
    Final Distribution Date: the Distribution Date in November 2025
	 	 	 





	CUSIP:     17324K
AA65

                  U1851P
AA7 6

                  17324K
AB47
		Initial
    Certificate Principal Amount of this Certificate: $[_____]
	 	 	 
	ISIN:         US17324KAA608

                          USU1851PAA769

                          US17324KAB4410
	 	 
	 	 	 
	Common
    Code: 133082506	 	 
	 	 	 
	No.:
    [1]	 	 


 


This
certifies that [            ] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust
Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special
Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of
this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded
to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class F, Class G,
Class H and Class R Certificates (together with the Class E Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”). 


 


 


 


4 The initial approximate Pass-Through
Rate as of the Closing Date is 4.652% per annum.


 


5 For Rule 144A Certificates 


 


6 For Regulation S Certificates 


 


7 For IAI Certificates 


 


8 For Rule 144A Certificates 


 


9 For Regulation S Certificates


 


10 For IAI Certificates


 






    A-13-3 


    	 



    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December
1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and
Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to


 






    A-13-4 


    	 



    

 


surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to
the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect
of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect
to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi)
the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any Excess Interest Distribution Account, including
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to
the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii)
the Loss of Value Reserve Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 






    A-13-5 


    	 



    

 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest
                                         Distribution Account, the Distribution Account or any REO Account, provided that (A)
                                         the Master Servicer Remittance Date shall in no event be later than the Business Day
                                         prior to the related Distribution Date and (B) the change would not adversely affect
                                         in any material respect the interests of any Certificateholder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
                                         the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor
                                         trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
                                         that the Trustee and the Certificate Administrator have received an opinion of counsel
                                         (at the expense of the party requesting the amendment) to the effect that (1) the action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize such
                                         risk and (2) the action will not adversely affect in any material respect the interests
                                         of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions
                                         with respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary
                                         to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
                                         AB and/or any regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act
                                         Rule 17g-5; provided that such modification does not increase the obligations of the
                                         Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or
                                         the Special Servicer without such party’s consent (which consent may not be withheld
                                         unless such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement;



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder; and



 


		(viii)	in
                                         the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
                                         of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification
                                         of the Pooling and Servicing Agreement under the TIA or under any similar federal statute
                                         hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions
                                         as may be expressly required by the TIA, and (B) to modify such other provisions of the
                                         Pooling and Servicing Agreement to the extent necessary to make those provisions consistent
                                         with, and conform to, the modifications made pursuant to the preceding clause (A);



 


provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan
Purchase Agreement


 






    A-13-6 


    	 



    

 


without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not
less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Serviced
                                         Loans which are required to be distributed on a Certificate of any Class or to any Serviced
                                         Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate
                                         or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Loan Purchase Agreement without the consent of
                                         the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Serviced Companion Loan Holder in its capacity as such without its consent,
                                         or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided
for


 






    A-13-7 


    	 



    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of
each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling
Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class are effecting such purchase,
the purchasing party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred
or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by
the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any
determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the
Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then
included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the
Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund;
provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable,
promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    A-13-8 


    	 



    

 






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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    A-13-9 


    	 



    








ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________  (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class E Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented
by the within Class E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    A-13-10 


    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    A-13-11 


    	 



    





EXHIBIT
A-15


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS F


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


DISTRIBUTIONS
OF PRINCIPAL AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF
CERTIFICATES OF THE SAME SERIES.


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    A-14-1 


    	 



    

 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION”
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE
904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING
OF, OR IN WHICH ALL THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT
FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-14-2 


    	 



    

 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS F


	 	 	 
	Pass-Through
    Rate: The WAC Rate4	 	 
	 	 	 
	First
    Distribution Date: January 12, 2016	 	Cut-Off
    Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate
    Initial Certificate Principal Amount of the Class F Certificates: $11,052,000	 	Scheduled
    Final Distribution Date: the Distribution Date in November 2025
	 	 	 





	CUSIP:     17324K
                           AC25

                                             U1851P
                           AB56

                                             17324K
                           AD07
	 	Initial Certificate Principal
    Amount of this Certificate: $[_____]
	 	 	 
	ISIN:         US17324KAC278

                          USU1851PAB599

                          US17324KAD0010
	 	 
	 	 	 
	Common Code: 133082603	 	 
	 	 	 
	No.: [1]	 	 


 


This
certifies that [            ] is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust
Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily
and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer and the Special
Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of
this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded
to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class E, Class G,
Class H and Class R Certificates (together with the Class F Certificates, the “Certificates”; the Holders of
Certificates are collectively referred to herein as “Certificateholders”). 


 


 






 


4 The initial approximate Pass-Through
Rate as of the Closing Date is 4.652% per annum.


 


5 For Rule 144A Certificates


 


6 For Regulation S Certificates


 


7 For IAI Certificates


 


8 For Rule 144A Certificates


 


9 For Regulation S Certificates


 


10 For IAI Certificates


 






    A-14-3 


    	 



    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December
1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and
Deutsche Bank Trust Company Americas, as Trustee. To the extent not defined herein, capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates
is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last day of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business
Day, the immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such
Certificateholder’s failure to


 






    A-14-4 


    	 



    

 


surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to
the extent of the Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property
(but in the case of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect
of such REO Property); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect
to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi)
the Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account, any REO Account and any Excess Interest Distribution Account, including
reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to
the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii)
the Loss of Value Reserve Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any
notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or the Prospectus Supplement or to correct any error;



 






    A-14-5 


    	 



    

 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest
                                         Distribution Account, the Distribution Account or any REO Account, provided that (A)
                                         the Master Servicer Remittance Date shall in no event be later than the Business Day
                                         prior to the related Distribution Date and (B) the change would not adversely affect
                                         in any material respect the interests of any Certificateholder, as evidenced by an opinion
                                         of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
                                         the qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor
                                         trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
                                         that the Trustee and the Certificate Administrator have received an opinion of counsel
                                         (at the expense of the party requesting the amendment) to the effect that (1) the action
                                         is necessary or desirable to maintain such qualification or to avoid or minimize such
                                         risk and (2) the action will not adversely affect in any material respect the interests
                                         of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions
                                         with respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary
                                         to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
                                         AB and/or any regulatory actions and/or interpretations;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act
                                         Rule 17g-5; provided that such modification does not increase the obligations of the
                                         Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or
                                         the Special Servicer without such party’s consent (which consent may not be withheld
                                         unless such modification would materially adversely affect such party or materially increase
                                         such party’s obligations under the Pooling and Servicing Agreement); provided,
                                         further that notice of such modification is provided to all parties to the Pooling
                                         and Servicing Agreement;



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder; and



 


		(viii)	in
                                         the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
                                         of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification
                                         of the Pooling and Servicing Agreement under the TIA or under any similar federal statute
                                         hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions
                                         as may be expressly required by the TIA, and (B) to modify such other provisions of the
                                         Pooling and Servicing Agreement to the extent necessary to make those provisions consistent
                                         with, and conform to, the modifications made pursuant to the preceding clause (A);



 


provided that no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan
Purchase Agreement


 






    A-14-6 


    	 



    

 


without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting
as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing not
less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Serviced
                                         Loans which are required to be distributed on a Certificate of any Class or to any Serviced
                                         Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate
                                         or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Loan Purchase Agreement without the consent of
                                         the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (1) consent of 100%
                                         of the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (a) the percentages of Voting Rights of Certificateholders
                                         which are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Serviced Companion Loan Holder in its capacity as such without its consent,
                                         or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of the Serviced Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided
for


 






    A-14-7 


    	 



    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of
each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling
Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class are effecting such purchase,
the purchasing party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred
or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by
the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any
determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the
Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then
included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining
Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included in the
Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund;
provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated
by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable,
promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 






    A-14-8 


    	 



    

 






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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    A-14-9 


    	 



    








ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class F Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented
by the within Class F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    A-14-10 


    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    A-14-11 


    	 



    



 


EXHIBIT
A-16


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 





 



 


		1	Temporary Regulation S Global Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 






    A-15-1 


    	 



    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
(“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER
U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY
GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    A-15-2 


    	 



    




 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS G


	 	 	 
	Pass-Through Rate: The WAC Rate4	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class G Certificates: $11,052,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2025
	 	 	 





	CUSIP:     17324K
                           AE85

                          U1851P AC36


                                  17324K AF57

          
	 	Initial Certificate Principal
    Amount of this Certificate: $[_____]
	ISIN:         US17324KAE828

                          USU1851PAC339

                          US17324KAF5710
	 	 
	 	 	 
	Common Code: 133082514	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ,
Class C, Class D, Class X-D, Class E, Class F, Class H and Class R Certificates (together with the Class G Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 





 



 


4 The initial approximate
Pass-Through Rate as of the Closing Date is 4.652% per annum.


 


5 For Rule 144A Certificates


 


6 For Regulation S Certificates


 


7 For IAI Certificates


 


8 For Rule 144A Certificates


 


9 For Regulation S Certificates


 


10 For IAI Certificates



 






    A-15-3 


    	 



    




 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class G Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to


 






    A-15-4 


    	 



    

 


surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    A-15-5 


    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement


 






    A-15-6 


    	 



    

 


without
the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any Underwriter or Initial
Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect any Serviced Companion
Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the
party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for
the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






    A-15-7 


    	 



    

 


in
the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund
(including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect
of any Mortgage Loan, at a purchase price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Mortgage Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of
each REO Property, if any, included in the Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall
be obtained by the Special Servicer) and (C) the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer
is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage
Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely in the
case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed Advances,
if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable to the
Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special Servicing
Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master Servicer
or the Special Servicer, as applicable, in connection with such purchase). Solely in the case where the Holders of the Controlling
Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class are effecting such purchase,
the purchasing party shall indemnify and hold harmless the Trust from and against any liability, claims, expenses or costs incurred
or suffered by the Trust (other than any liability, claims, expenses or costs incurred or suffered as a result of (i) any willful
misconduct, bad faith, fraud or negligence in the performance of duties of any party to the Pooling and Servicing Agreement or
by reason of negligent disregard of the obligations or duties thereunder of any party to the Pooling and Servicing Agreement,
or (ii) the breach by any party to the Pooling and Servicing Agreement of any of its representations or warranties contained therein)
in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    A-15-8 


    	 



    

 


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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    A-15-9 


    	 



    








ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto _________________ ________________  (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class G Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class G Certificate of the entire Percentage Interest represented
by the within Class G Certificates to the above-named Assignee(s) and to deliver such Class G Certificate to the following
address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    A-15-10 


    	 



    





DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    A-15-11 


    	 



    


 



 


EXHIBIT
A-17


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS H


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


  


 






		 	 



		1	Temporary Regulation S Global Certificate legend.



		 	 



		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



		 	 



		3	Global Certificate legend.



 






    	A-16-1



    	 



    

  


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS
NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
(“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER
U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR OTHER PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY
GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-16-2



    	 



    

  





CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS H


 


	Pass-Through Rate: The WAC Rate4	 	 
	 	 	 
	First Distribution Date: January 12, 2016	 	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class H Certificates: $38,681,053	 	Scheduled Final Distribution Date: the Distribution Date in November 2025




 


	
        CUSIP:  17324K AG35

        U1851P AD16

        17324K AH17

        

        

        
	 	Initial Certificate Principal Amount of this Certificate: $[_____]
	 	 	 
	
        ISIN:      US17324KAG318

        USU1851PAD169

        US17324KAH1410

        
	 	 
	 	 	 
	Common Code: 133082522	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[             ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that
there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such
provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing
Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ,
Class C, Class D, Class X-D, Class E, Class F, Class G and Class R Certificates (together with the Class H Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 





 



 


4 The initial approximate
Pass-Through Rate as of the Closing Date is 4.652% per annum.


 


5 For Rule 144A Certificates


 


6 For Regulation S Certificates


 


7 For IAI Certificates


 


8 For Rule 144A Certificates


 


9 For Regulation S Certificates


 


10 For IAI Certificates



 






    	A-16-3



    	 



    

 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class H Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class H Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to


 






    	A-16-4



    	 



    

 


surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate
Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the
Collection Account, each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income
thereon; (ix) the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the
Depositor’s rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant
to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve
Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 






    	A-16-5



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement


 






    	A-16-6



    	 



    

 


without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for


 






    	A-16-7



    	 



    

 


in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing greater than 50% of the Certificate
Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the
Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-16-8



    	 



    

 


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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-16-9



    	 



    




ASSIGNMENT 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_________________ ________________  (please print or typewrite name(s)
and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage
Interest represented by the within Class H Certificate and hereby authorize(s) the registration of transfer of such interest
to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class H Certificate of the entire Percentage Interest
represented by the within Class H Certificates to the above-named Assignee(s) and to deliver such Class H Certificate to
the following address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-16-10



    	 



    




DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-16-11



    	 



    




EXHIBIT
A-18


 


CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL
PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
ONLY BE TRANSFERRED TO AND OWNED BY A QIB.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE COMPANY THAT
IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS
A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL
BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS,
(A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER,
NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS


 






    	A-17-1



    	 



    

  


TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY
INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES
ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE
ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH
PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR
AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE
AS SPECIFIED IN TREASURY REGULATIONS.


 


TRANSFERS OF THIS CERTIFICATE
AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE
TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE PART OF THE TRANSFEROR AND/OR
TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    	A-17-2



    	 



    

  





CITIGROUP
COMMERCIAL MORTGAGE TRUST 2015-GC35

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-GC35, CLASS R


 


	Percentage Interest: [    ]%	 	 
	 	 	 
	Cut-Off Date: With respect to each Mortgage Loan, the Due Date in December 2015 for that Mortgage Loan.	 	 
	 	 	 







	
        CUSIP:   17324K AJ7

          
	 	 
	
        ISIN:       US17324KAJ79

        
	 	 
	 	 	 
	No.: [1]	 	 


 


This certifies that
[            ] is the registered owner of an interest in a Trust Fund, including the distributions to be made with respect to the Class R
Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens
on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and, other than in the
case of the Outside Serviced Trust Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created,
and the Mortgage Loans (other than the Outside Serviced Trust Loans) are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class D, Class X-D, Class
E, Class F, Class G and Class H Certificates (together with the Class R Certificates, the “Certificates”; the
Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
the “residual interest” in two “real estate mortgage investment conduits,” as those terms are defined,
respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the


 






    	A-17-3



    	 



    

 


Percentage Interest represented by this Certificate)
of the aggregate amount, if any, with respect to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last day
of the month immediately preceding the month in which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Distributions are required to be made (a) by wire transfer of immediately available funds to
the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities
therefor, if such Certificateholder provides the Certificate Administrator with wiring instructions no less than five Business
Days prior to the related Record Date, or otherwise (b) by check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate
Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified
in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of the substitution); (iii) any REO Property (but in the case of each Loan Combination, only to the extent of the
Trust’s interest in the related REO Property); (iv) all revenues received in respect of any REO Property (but in the case
of each Loan Combination, only to the extent of the Trust’s interest in the revenues received in respect of such REO Property);
(v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights
in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities
or guaranties given as additional security for any Mortgage Loans; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
each Distribution Account, the Exchangeable Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account, any REO Account and any Excess Interest Distribution Account, including reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Loan Purchase Agreements and the FMC Guaranty to the extent assigned to the Trustee pursuant to Section 2.01 of
the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular Interests; and (xii) the Loss of Value Reserve Fund.


 






    	A-17-4



    	 



    

 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and neither the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Certificate Registrar, nor any agent of the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or the Prospectus Supplement or to correct
any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Exchangeable Distribution Account, any Excess Interest Distribution Account, the Distribution Account
or any REO Account, provided that (A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of either Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such
qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of the
Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee or (C) to the extent necessary to comply with the Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB and/or any regulatory actions and/or interpretations;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will 



 






    	A-17-5



    	 



    

 


			not adversely affect in any material
respect the interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Exchange Act Rule 17g-5;
provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating
Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless
such modification would materially adversely affect such party or materially increase such party’s obligations under the
Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to
the Pooling and Servicing Agreement;



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder; and



 


		(viii)	in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding
clause (A);



 


provided that
no amendment pursuant to any of clauses (i)-(viii) above may be made that would (i) reduce the consent or consultation rights or
the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (ii) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (iii) change in any
manner the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller; (iv) change in any manner the obligations or rights of any
Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (v) adversely affect
any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Custodian (if the Trustee is then acting as Custodian), the Certificate
Administrator and the Trustee with the consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage
Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such amendment shall:


 






    	A-17-6



    	 



    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (1) consent of 100% of
the holders of the Certificates or (2) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (a) the percentages of Voting Rights of Certificateholders which are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (b) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (c) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Principal Amount of the Controlling Class may (or, if such Holders
do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of the Serviced
Loan Combinations, subject to certain rights of the related Serviced Companion Loan Holder provided for in the related Co-Lender
Agreement) then included in the Trust Fund, and all property acquired by or on behalf of the Trust Fund (including the Trust Fund’s
interest in any REO Property acquired with respect to any Outside Serviced Trust Loan) in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to (i) the sum of (A) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Mortgage
Loans) included in the Trust, (B) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the
Trust, as determined by the Special Servicer (such Appraisals in clause (i)(B) shall be obtained by the Special Servicer) and (C)
the reasonable out-of-pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans),
the Special Servicer (unless the Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator,
as applicable, with respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer
is effecting such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer,
as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in
respect of such Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items
will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with
such purchase). Solely in the case where the Holders of the Controlling Class representing


 






    	A-17-7



    	 



    

 


greater than 50% of the Certificate
Principal Amount of the Controlling Class are effecting such purchase, the purchasing party shall indemnify and hold harmless the
Trust from and against any liability, claims, expenses or costs incurred or suffered by the Trust (other than any liability, claims,
expenses or costs incurred or suffered as a result of (i) any willful misconduct, bad faith, fraud or negligence in the performance
of duties of any party to the Pooling and Servicing Agreement or by reason of negligent disregard of the obligations or duties
thereunder of any party to the Pooling and Servicing Agreement, or (ii) the breach by any party to the Pooling and Servicing Agreement
of any of its representations or warranties contained therein) in connection with the purchase of such Mortgage Loans and property.


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the Certificate
Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its intention to
do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any and all parties
to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its
purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an
Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Certificate Administrator
and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates, the Mortgage Loans and the Serviced
Companion Loans (other than the obligation to make certain payments and to send certain notices to Certificateholders as set forth
in the Pooling and Servicing Agreement and to make any required remittances to the Serviced Companion Loan Holders in the month
in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following the earlier
to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class
R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to
Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(h)
of the Pooling and Servicing Agreement and (iii) the final payment or other liquidation (or any advance with respect thereto) of
the last Mortgage Loan or REO Property (or interest therein) contained in the Trust Fund; provided, however, that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United
Kingdom, living on the date of the Pooling and Servicing Agreement. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 






    	A-17-8



    	 



    

 






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

	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Certificate Administrator


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory








Dated: December 8, 2015


CERTIFICATE OF AUTHENTICATION


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


Dated: December 8, 2015


	 	 	 
	 	CITIBANK, N.A.,


	 	not
                                         in its individual capacity but solely as Authenticating Agent


	 	 	 
	 	By:
                                         

	 
	 	 	Authorized
                                         Signatory









    	A-17-9



    	 



    




ASSIGNMENT





FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
_________________ ________________   (please print or typewrite name(s)
and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage
Interest represented by the within Class R Certificate and hereby authorize(s) the registration of transfer of such interest
to Assignee(s) on the Certificate Register of the Trust Fund. 


I
(we) further direct the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest
represented by the within Class R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to
the following address: 


Date:
_________________


	 	 
	 	Signature by or on behalf of Assignor(s)


	 	 
	 	Taxpayer Identification Number










    	A-17-10



    	 



    




DISTRIBUTION
INSTRUCTIONS


The
Assignee(s) should include the following for purposes of distribution: 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: _________________________ ____________________________
Distributions, if being made by wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by ______________________________,
the Assignee(s) named above or ____________________________________ as its (their) agent.

	 	 	 
	 	By:

	 
	 	 	[Please print or type name(s)]


	 	 	 
	 	 	Title


	 	 	 
	 	 	Taxpayer
                                         Identification Number









    	A-17-11




    

 




 







EXHIBIT B



MORTGAGE LOAN SCHEDULE


 



    B-1 


    


    




 


 










CGCMT 2015-GC35 Mortgage Loan
Schedule


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original	 	Remaining	 	 	 	Remaining	 	 	 	 
	Control	 	 	 	Loan	 	 	 	 	 	 	 	 	 	 	 	Cut-Off Date	 	Mortgage	 	Term To	 	 	 	Amortization Term	 	Servicing	 	Subservicing
	Number	 	Footnotes	 	Number	 	Property Name	 	Address	 	City	 	State	 	Zip Code	 	Balance ($)	 	Rate	 	Maturity Date	 	Maturity Date	 	(Mos.)	 	Fee Rate (%)	 	Fee Rate (%)
	1	 	 	 	7NWJB6	 	Paramus Park	 	700 Paramus Park	 	Paramus	 	New Jersey	 	07652	 	120,000,000.00	 	4.07350%	 	117	 	9/6/2025	 	0	 	0.00500%	 	0.0000%
	2	 	(1)	 	5XJBY6	 	590 Madison Avenue	 	590 Madison Avenue	 	New York	 	New York	 	10022	 	100,000,000.00	 	3.81500%	 	118	 	10/6/2025	 	0	 	0.00250%	 	0.0025%
	3	 	(2)	 	5XKMW5	 	South Plains Mall	 	5702 and 6002 Slide Road	 	Lubbock	 	Texas	 	79414	 	100,000,000.00	 	4.22050%	 	119	 	11/6/2025	 	0	 	0.00250%	 	0.0025%
	4	 	(3)	 	5X2942	 	Westin Boston Waterfront	 	425 Summer Street	 	Boston	 	Massachusetts	 	02210	 	79,891,906.88	 	4.35800%	 	119	 	11/6/2025	 	359	 	0.00250%	 	0.0025%
	5	 	 	 	15073002	 	DoubleTree Jersey City	 	455 Washington Boulevard	 	Jersey City	 	New Jersey	 	07310	 	60,000,000.00	 	4.95500%	 	118	 	10/6/2025	 	360	 	0.00500%	 	0.0000%
	6	 	(4)	 	10610	 	Harbor Pointe Apartments	 	302 Constitution Avenue	 	Bayonne	 	New Jersey	 	07002	 	60,000,000.00	 	4.76000%	 	119	 	11/6/2025	 	0	 	0.00500%	 	0.0000%
	7	 	(5)	 	8788	 	Illinois Center	 	 	 	 	 	 	 	 	 	60,000,000.00	 	4.49500%	 	116	 	8/6/2025	 	360	 	0.00250%	 	0.00250%
	7.01	 	 	 	10576	 	111 East Wacker Drive	 	111 East Wacker Drive	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	10631	 	233 North Michigan Avenue	 	233 North Michigan Avenue	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	(6)	 	8633	 	750 Lexington Avenue	 	750 Lexington Avenue	 	New York	 	New York	 	10022	 	45,500,000.00	 	4.55000%	 	118	 	10/6/2025	 	360	 	0.00250%	 	0.00250%
	9	 	(7)	 	10558	 	Anchorage Marriott Downtown	 	820 West 7th Avenue	 	Anchorage	 	Alaska	 	99501	 	37,926,517.50	 	4.67000%	 	119	 	11/6/2025	 	359	 	0.00500%	 	0.00000%
	10	 	(8)	 	7NN2T5	 	Hammons Hotel Portfolio	 	 	 	 	 	 	 	 	 	32,933,902.59	 	4.95350%	 	117	 	9/6/2025	 	357	 	0.00250%	 	0.00250%
	10.01	 	 	 	7NN2T5-1	 	Embassy Suites Concord, NC	 	5400 John Q Hammons Drive Northwest	 	Concord	 	North Carolina	 	28027	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NN2T5-2	 	Embassy Suites Murfreesboro, TN	 	1200 Conference Center Boulevard	 	Murfreesboro	 	Tennessee	 	37129	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NN2T5-3	 	Embassy Suites Norman, OK	 	2501 Conference Drive	 	Norman	 	Oklahoma	 	73069	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NN2T5-4	 	Courtyard by Marriott Dallas/Allen, TX	 	210 East Stacy Road	 	Allen	 	Texas	 	75002	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NN2T5-7	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	9495 West Coyotes Boulevard, 6633 North 95th Street, 9460 Coyotes Street and 9494 West Maryland Avenue	 	Glendale	 	Arizona	 	85305	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NN2T5-6	 	Embassy Suites Huntsville, AL	 	800 Monroe Street Southwest	 	Huntsville	 	Alabama	 	35801	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NN2T5-5	 	Residence Inn by Marriott Kansas City, MO	 	10300 North Ambassador Drive	 	Kansas City	 	Missouri	 	64153	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	(9)	 	10602	 	JW Marriott Santa Monica Le Merigot	 	1740 Ocean Avenue	 	Santa Monica	 	California	 	90401	 	31,162,303.23	 	4.97000%	 	59	 	11/6/2020	 	359	 	0.00500%	 	0.00000%
	12	 	 	 	10682	 	Wilshire Catalina	 	3325 Wilshire Boulevard	 	Los Angeles	 	California	 	90010	 	27,000,000.00	 	4.44000%	 	59	 	11/6/2020	 	360	 	0.00500%	 	0.00000%
	13	 	 	 	10713	 	Chandler Forum	 	1975 South Price Road	 	Chandler	 	Arizona	 	85286	 	23,700,000.00	 	4.86000%	 	119	 	11/6/2025	 	360	 	0.00500%	 	0.00000%
	14	 	 	 	10632	 	Commerce Center	 	2201-2241 Route 1	 	North Brunswick	 	New Jersey	 	08902	 	21,300,000.00	 	4.59000%	 	119	 	11/6/2025	 	360	 	0.00500%	 	0.00000%
	15	 	 	 	15060908	 	Reynolds MHC Portfolio 4	 	 	 	 	 	 	 	 	 	21,051,273.69	 	5.35000%	 	119	 	11/6/2025	 	359	 	0.00500%	 	0.00000%
	15.01	 	 	 	15060908.01	 	Willows	 	776 Willow Oak Drive	 	Fenton	 	Missouri	 	63026	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	15060908.02	 	North Lamar MHC	 	8105 Research Boulevard	 	Austin	 	Texas	 	78758	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	15060908.03	 	Midway Village	 	6909 North County Road M	 	Evansville	 	Wisconsin	 	53536	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	15060908.04	 	Pitcher Park & Pitcher North	 	224 Pitcher Park Southeast	 	Devils Lake 	 	North Dakota	 	58301	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	 	 	15060908.05	 	Oak Grove	 	41 Dixie Circle	 	Greenville	 	South Carolina	 	29605	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	 	 	15060908.06	 	Apple Acres	 	975 East 1775 South	 	Fruit Heights	 	Utah	 	84037	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	 	 	 	15060908.07	 	Rolling Hills	 	202 South 193rd East Avenue	 	Tulsa	 	Oklahoma	 	74108	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	 	 	 	15060908.08	 	North Star	 	2101 3rd Street Northwest	 	Minot	 	North Dakota	 	58703	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	 	 	 	15060908.09	 	Green Meadows	 	115 Batson Drive	 	Greenville	 	South Carolina	 	29617	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.10	 	 	 	15060908.10	 	Ennis MHC	 	2700 North Interstate Highway 45	 	Ennis	 	Texas	 	75119	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	 	 	 	15060908.11	 	Grafton	 	1590 Stewart Drive	 	Grafton	 	North Dakota	 	58237	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.12	 	 	 	15060908.12	 	Cimarron Park	 	4835 Sturgis Road	 	Rapid City	 	South Dakota	 	57702	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.13	 	 	 	15060908.13	 	Walls MHC	 	110 Jones Street	 	Hamlet	 	North Carolina	 	28345	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	5X32Z8	 	Oceaneering	 	2155 Steppingstone Square	 	Chesapeake	 	Virginia	 	23320	 	21,000,000.00	 	4.47800%	 	119	 	11/6/2025	 	0	 	0.00500%	 	0.02000%
	Crossed Group 17	 	 	 	5	 	700 North Sacramento Boulevard	 	700 North Sacramento Boulevard	 	Chicago	 	Illinois	 	60612	 	16,436,883.99	 	4.52000%	 	117	 	9/6/2025	 	357	 	0.00500%	 	0.00000%
	Crossed Group 17	 	 	 	4	 	627 North Albany Avenue	 	627 North Albany Avenue	 	Chicago	 	Illinois	 	60612	 	3,486,507.47	 	4.48000%	 	117	 	9/6/2025	 	357	 	0.00500%	 	0.00000%
	18	 	 	 	10851	 	Iron Guard Storage Portfolio TX-AL	 	 	 	 	 	 	 	 	 	18,550,000.00	 	4.63000%	 	59	 	11/6/2020	 	360	 	0.00500%	 	0.03000%
	18.01	 	 	 	10851-1	 	Iron Guard Storage Tomball	 	16920 FM 2920 Road	 	Tomball 	 	Texas	 	77377	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	10851-2	 	Iron Guard Storage Del Valle	 	4405 Highway 71 East	 	Del Valle	 	Texas	 	78617	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	10851-3	 	Iron Guard Storage Montgomery	 	4176 and 4141 Troy Highway	 	Montgomery	 	Alabama	 	36116	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	10851-4	 	Iron Guard Storage Canyon	 	5622 FM 2673	 	Canyon Lake	 	Texas	 	78133	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	10851-5	 	Iron Guard Storage Conroe	 	4215 North Frazier Street	 	Conroe	 	Texas	 	77303	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	10851-6	 	Iron Guard Storage Donna	 	1015 West Expressway 83	 	Donna	 	Texas	 	78537	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	15091701	 	North Myrtle Beach Self Storage Portfolio	 	 	 	 	 	 	 	 	 	15,100,000.00	 	4.70000%	 	119	 	11/6/2025	 	360	 	0.00500%	 	0.00000%
	19.01	 	 	 	15091701.01	 	High Ground Self Storage	 	100 Highway 17 and 4347 Sea Mountain Highway	 	Little River	 	South Carolina	 	29566	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	 	 	15091701.02	 	Guardian Self Storage	 	9221 Highway 90 	 	Longs	 	South Carolina	 	29568	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	 	 	15041704	 	Cortez Plaza East	 	619-900 Cortez Road	 	Bradenton	 	Florida	 	34207	 	14,300,000.00	 	5.59000%	 	59	 	11/6/2020	 	360	 	0.00500%	 	0.00000%
	21	 	 	 	10742	 	The Grove at San Angelo	 	4225 South Jackson Street	 	San Angelo	 	Texas	 	76903	 	12,025,000.00	 	4.69000%	 	118	 	10/6/2025	 	360	 	0.00250%	 	0.05000%
	22	 	 	 	 	 	411 East Franklin Street	 	411 East Franklin Street	 	Richmond	 	Virginia	 	23219	 	11,173,245.52	 	4.75000%	 	118	 	10/1/2025	 	358	 	0.00500%	 	0.00000%
	23	 	 	 	15032742	 	Canyon Corners	 	100-120 American Canyon Road	 	American Canyon	 	California	 	94503	 	10,787,500.00	 	4.86000%	 	119	 	11/6/2025	 	360	 	0.00500%	 	0.00000%
	24	 	 	 	 	 	Green Bay Packing Facility	 	1725 Morrow Street, 1710-1750 Morrow Street and 145 North Henry Street	 	Green Bay	 	Wisconsin	 	54302	 	10,613,924.38	 	4.70000%	 	118	 	10/1/2025	 	298	 	0.00500%	 	0.00000%
	25	 	 	 	15072104	 	Great Value Portfolio	 	 	 	 	 	 	 	 	 	9,590,000.00	 	5.09000%	 	58	 	10/6/2020	 	360	 	0.00500%	 	0.00000%
	25.01	 	 	 	15072104.01	 	Uncle Bob’s Self Storage - Flowood	 	111 North Layfair Drive	 	Flowood	 	Mississippi	 	39232	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	 	 	15072104.02	 	Uncle Bob’s Self Storage - Hattiesburg	 	2033 Oak Grove Road	 	Hattiesburg	 	Mississippi	 	39402	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	 	 	15072104.03	 	Uncle Bob’s Self Storage - Brandon	 	1661 West Government Cove	 	Brandon	 	Mississippi	 	39042	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	 	 	10764	 	Courtyard Marriott Lynchburg	 	4640 Murray Place	 	Lynchburg	 	Virginia	 	24502	 	8,634,003.25	 	4.69000%	 	119	 	11/6/2025	 	359	 	0.00500%	 	0.00000%
	27	 	 	 	8949	 	Kensington Park & Dean Lakes	 	 	 	 	 	 	 	 	 	6,775,000.00	 	4.74000%	 	119	 	11/6/2025	 	360	 	0.00250%	 	0.05000%
	27.01	 	 	 	10729	 	Kensington Park	 	7610-7644 Lyndale Avenue South	 	Richfield	 	Minnesota	 	55423	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.02	 	 	 	10749	 	Dean Lakes	 	4041-4061 Dean Lakes Boulevard	 	Shakopee	 	Minnesota	 	55379	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	 	 	76 Stirling Road	 	76 Stirling Road	 	Warren	 	New Jersey	 	07059	 	6,173,464.68	 	5.29900%	 	56	 	8/1/2020	 	356	 	0.00500%	 	0.00000%
	29	 	 	 	9	 	Turtle Cove Apartments	 	1600 North 9th Street	 	Midlothian	 	Texas	 	76065	 	6,120,000.00	 	4.53000%	 	118	 	10/6/2025	 	360	 	0.00500%	 	0.00000%
	30	 	 	 	 	 	Independence Village	 	4700 South Virginia Street, Suite 303	 	Amarillo	 	Texas	 	79109	 	6,000,000.00	 	4.54000%	 	118	 	10/1/2025	 	0	 	0.00500%	 	0.00000%
	31	 	 	 	16	 	Aerovista Office Park	 	895 Aerovista Place	 	San Luis Obispo	 	California	 	93401	 	5,991,748.47	 	4.26000%	 	119	 	11/6/2025	 	359	 	0.00500%	 	0.00000%
	32	 	 	 	15051488	 	Fairfield Inn Fort Myers	 	7090 Cypress Terrace	 	Fort Myers	 	Florida	 	33907	 	5,988,404.17	 	5.75000%	 	58	 	10/6/2020	 	358	 	0.00500%	 	0.00000%
	33	 	 	 	15061101	 	The Landings at Southgate	 	1020-1039 Landings Court	 	Brazil	 	Indiana	 	47834	 	5,850,000.00	 	4.59000%	 	118	 	10/6/2025	 	360	 	0.00500%	 	0.00000%
	34	 	 	 	10477	 	White Oak Professional Center	 	1575-1635 Highway 34 East	 	Newnan	 	Georgia	 	30265	 	5,686,244.01	 	4.70000%	 	118	 	10/6/2025	 	358	 	0.00250%	 	0.05000%
	35	 	 	 	10694	 	Collegian Ann Arbor Office	 	333 Maynard Street	 	Ann Arbor	 	Michigan	 	48104	 	5,450,000.00	 	4.72000%	 	119	 	11/6/2025	 	360	 	0.00500%	 	0.00000%
	36	 	 	 	 	 	Terrace Heights Apartments	 	2760 University Avenue	 	Morgantown 	 	West Virginia	 	26505	 	4,544,327.73	 	4.80000%	 	119	 	11/1/2025	 	359	 	0.00250%	 	0.08000%
	37	 	 	 	12	 	Ventura Avenue Self Storage	 	2255-2261 North Ventura Avenue	 	Ventura	 	California	 	93001	 	4,000,000.00	 	4.03000%	 	118	 	10/6/2025	 	0	 	0.00500%	 	0.00000%
	38	 	 	 	10603	 	Rite Aid Allentown	 	6822 Hamilton Boulevard	 	Allentown	 	Pennsylvania	 	18106	 	4,000,000.00	 	4.56000%	 	119	 	11/6/2025	 	360	 	0.00500%	 	0.00000%
	39	 	 	 	10679	 	Commons at Kings Crossing	 	2714 West Lake Houston Parkway	 	Humble	 	Texas	 	77339	 	3,975,000.00	 	4.62000%	 	119	 	11/6/2025	 	360	 	0.00500%	 	0.00000%
	40	 	 	 	14110683	 	White Birch Village	 	2421 East Birch Drive	 	Kawkawlin	 	Michigan	 	48631	 	3,891,078.42	 	4.96000%	 	118	 	10/6/2025	 	358	 	0.00500%	 	0.00000%
	41	 	 	 	 	 	Elon Town Center	 	130 North Williamson Avenue	 	Elon	 	North Carolina	 	27244	 	3,820,446.41	 	5.05000%	 	119	 	11/1/2025	 	359	 	0.00250%	 	0.06000%
	42	 	 	 	1	 	Comfort Inn - Salem	 	2898 Keagy Road	 	Salem	 	Virginia	 	24153	 	3,612,880.34	 	4.50000%	 	112	 	4/6/2025	 	352	 	0.00500%	 	0.00000%
	43	 	 	 	3	 	100 & 200 Foxborough Boulevard	 	 	 	 	 	 	 	 	 	3,481,984.05	 	4.40000%	 	116	 	8/6/2025	 	356	 	0.00500%	 	0.00000%
	44.01	 	 	 	3.1	 	100 Foxborough Boulevard	 	100 Foxborough Boulevard	 	Foxborough	 	Massachusetts	 	02035	 	 	 	 	 	 	 	 	 	 	 	0.00500%	 	0.00000%
	44.02	 	 	 	3.2	 	200 Foxborough Boulevard	 	200 Foxborough Boulevard	 	Foxborough	 	Massachusetts	 	02035	 	 	 	 	 	 	 	 	 	 	 	0.00500%	 	0.00000%
	44	 	 	 	15	 	Johnson Drive Self Storage	 	2630 Johnson Drive	 	Ventura	 	California	 	93003	 	3,300,000.00	 	4.26000%	 	119	 	11/6/2025	 	0	 	0.00500%	 	0.00000%
	45	 	 	 	10711	 	835 Barrett Parkway	 	835 Barrett Parkway	 	Kennesaw	 	Georgia	 	30144	 	3,300,000.00	 	4.52000%	 	119	 	11/6/2025	 	360	 	0.00500%	 	0.00000%
	46	 	 	 	 	 	Tractor Supply (Chandler)	 	25606 South Arizona Avenue	 	Chandler	 	Arizona	 	85248	 	3,200,000.00	 	4.68000%	 	119	 	11/1/2025	 	360	 	0.00500%	 	0.00000%
	47	 	 	 	 	 	Baker’s Landing Apartments	 	1607 Van Voorhis Road	 	Morgantown 	 	West Virginia	 	26508	 	3,171,030.96	 	4.78500%	 	119	 	11/1/2025	 	359	 	0.00250%	 	0.06000%
	48	 	 	 	 	 	Cypress Mill Plaza	 	17400 Spring Cypress Road	 	Cypress	 	Texas	 	77429	 	2,846,531.03	 	4.93000%	 	119	 	11/1/2025	 	359	 	0.00500%	 	0.00000%
	49	 	 	 	8	 	Park Cedar Business Park	 	10100 Park Cedar Drive	 	Pineville	 	North Carolina	 	28210	 	2,789,226.87	 	4.49000%	 	117	 	9/6/2025	 	357	 	0.00500%	 	0.00000%
	50	 	 	 	10690	 	Dutch Village 	 	2531 East Lyon Station Road	 	Creedmoor	 	North Carolina	 	27522	 	2,775,000.00	 	4.63000%	 	119	 	11/6/2025	 	360	 	0.00500%	 	0.00000%
	51	 	 	 	 	 	Walgreens-Mesa	 	2811 East Broadway Road	 	Mesa	 	Arizona	 	85204	 	2,700,000.00	 	4.80500%	 	118	 	10/1/2025	 	360	 	0.00500%	 	0.00000%
	52	 	 	 	17	 	Heights Corner II	 	4625 Donnelly Avenue	 	Fort Worth	 	Texas	 	76107	 	2,661,522.34	 	4.55000%	 	119	 	11/6/2025	 	359	 	0.00500%	 	0.00000%
	53	 	 	 	15081276	 	Aliso Creek Office Park	 	27372 Aliso Creek Road	 	Aliso Viejo	 	California	 	92656	 	2,643,849.36	 	4.89000%	 	118	 	10/6/2025	 	358	 	0.00500%	 	0.00000%
	54	 	 	 	15050501	 	Alabama Center	 	1045 North Brindlee Mountain Parkway	 	Arab	 	Alabama	 	35016	 	2,496,940.16	 	4.90000%	 	119	 	11/6/2025	 	359	 	0.00500%	 	0.00000%
	55	 	 	 	11	 	3000 West Marquette Road Apartments	 	3000 West Marquette Road	 	Chicago	 	Illinois	 	60629	 	2,375,325.56	 	4.55000%	 	118	 	10/6/2025	 	358	 	0.00500%	 	0.00000%
	56	 	 	 	 	 	Sunrise Plaza	 	1820 58th Avenue	 	Vero Beach	 	Florida	 	32966	 	2,322,303.16	 	5.19000%	 	119	 	11/1/2025	 	359	 	0.00500%	 	0.00000%
	57	 	 	 	10	 	Local Storage Center	 	19526 Kuykendahl Road	 	Houston	 	Texas	 	77379	 	2,022,566.86	 	5.00000%	 	59	 	11/6/2020	 	359	 	0.00500%	 	0.00000%
	58	 	 	 	10788	 	Fairfield Bank	 	850 East Main Street, Unit C-1	 	Stamford	 	Connecticut	 	06902	 	1,997,492.93	 	4.77000%	 	119	 	11/6/2025	 	359	 	0.00500%	 	0.00000%
	59	 	 	 	14	 	Calder Center	 	1101 West Main Street	 	League City	 	Texas	 	77573	 	1,626,034.08	 	4.66000%	 	118	 	10/6/2025	 	358	 	0.00500%	 	0.00000%
	60	 	 	 	7	 	Access Self Storage	 	230 Mulberry Street	 	Shallotte	 	North Carolina	 	28470	 	1,548,750.00	 	4.37000%	 	117	 	9/6/2025	 	360	 	0.00500%	 	0.00000%
	61	 	 	 	13	 	Pac Rat Self Storage	 	1260 East Butler Road	 	Greenville	 	South Carolina	 	29607	 	1,533,827.23	 	4.75000%	 	118	 	10/6/2025	 	358	 	0.00500%	 	0.00000%
	62	 	 	 	6	 	935 West Randolph Street	 	935 West Randolph Street	 	Chicago	 	Illinois	 	60607	 	1,245,264.76	 	4.57000%	 	117	 	9/6/2025	 	357	 	0.00500%	 	0.00000%
	63	 	 	 	2	 	Maple Square	 	5328 Main Street	 	Lisle	 	Illinois	 	60532	 	1,091,840.93	 	4.62000%	 	114	 	6/6/2025	 	354	 	0.00500%	 	0.00000%


 






    	 



    	 



    

 

CGCMT 2015-GC35 Mortgage Loan
Schedule

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Serviced Companion Loan	 	 	 	Serviced Companion Loan	 	 
	 	 	 	 	 	 	 	 	 	 	Crossed With	 	 	 	 	 	 	 	 	 	 	 	 	 	Remaining	 	Serviced Companion Loan	 	Remaining	 	Serviced Companion Loan
	Control	 	 	 	Loan	 	 	 	Mortgage 	 	Other Loans	 	ARD	 	Final	 	ARD	 	Serviced Companion Loan	 	Serviced Companion Loan	 	Serviced Companion Loan	 	Term To	 	Maturity	 	Amortization Term	 	Servicing
	Number	 	Footnotes	 	Number	 	Property Name	 	Loan Seller	 	(Crossed Group)	 	(Yes/No)	 	Maturity Date	 	Revised Rate	 	Flag	 	Cut-off Balance	 	Interest Rate	 	Maturity	 	Date	 	(Mos.)	 	Fees
	1	 	 	 	7NWJB6	 	Paramus Park	 	GSMC	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	(1)	 	5XJBY6	 	590 Madison Avenue	 	GSMC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	(2)	 	5XKMW5	 	South Plains Mall	 	GSMC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	(3)	 	5X2942	 	Westin Boston Waterfront	 	GSMC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	 	 	15073002	 	DoubleTree Jersey City	 	RMF	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	(4)	 	10610	 	Harbor Pointe Apartments	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	Yes	 	50,000,000.00	 	4.76000%	 	119	 	11/6/2025	 	0	 	0.00250%
	7	 	(5)	 	8788	 	Illinois Center	 	CGMRC	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.01	 	 	 	10576	 	111 East Wacker Drive	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	10631	 	233 North Michigan Avenue	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	(6)	 	8633	 	750 Lexington Avenue	 	CGMRC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	(7)	 	10558	 	Anchorage Marriott Downtown	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	Yes	 	37,926,517.50	 	4.67000%	 	119	 	11/6/2025	 	359	 	0.00250%
	10	 	(8)	 	7NN2T5	 	Hammons Hotel Portfolio	 	GSMC	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.01	 	 	 	7NN2T5-1	 	Embassy Suites Concord, NC	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NN2T5-2	 	Embassy Suites Murfreesboro, TN	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NN2T5-3	 	Embassy Suites Norman, OK	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NN2T5-4	 	Courtyard by Marriott Dallas/Allen, TX	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NN2T5-7	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NN2T5-6	 	Embassy Suites Huntsville, AL	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NN2T5-5	 	Residence Inn by Marriott Kansas City, MO	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	(9)	 	10602	 	JW Marriott Santa Monica Le Merigot	 	CGMRC	 	NAP	 	No	 	11/6/2020	 	 	 	Yes	 	31,162,303.23	 	4.97000%	 	59	 	11/6/2020	 	359	 	0.00250%
	12	 	 	 	10682	 	Wilshire Catalina	 	CGMRC	 	NAP	 	No	 	11/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	10713	 	Chandler Forum	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	 	 	10632	 	Commerce Center	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	15060908	 	Reynolds MHC Portfolio 4	 	RMF	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.01	 	 	 	15060908.01	 	Willows	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	15060908.02	 	North Lamar MHC	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	15060908.03	 	Midway Village	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	15060908.04	 	Pitcher Park & Pitcher North	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	 	 	15060908.05	 	Oak Grove	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	 	 	15060908.06	 	Apple Acres	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	 	 	 	15060908.07	 	Rolling Hills	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	 	 	 	15060908.08	 	North Star	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	 	 	 	15060908.09	 	Green Meadows	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.10	 	 	 	15060908.10	 	Ennis MHC	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	 	 	 	15060908.11	 	Grafton	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.12	 	 	 	15060908.12	 	Cimarron Park	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.13	 	 	 	15060908.13	 	Walls MHC	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	5X32Z8	 	Oceaneering	 	GSMC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Crossed Group 17	 	 	 	5	 	700 North Sacramento Boulevard	 	FCRE REL, LLC	 	Yes	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Crossed Group 17	 	 	 	4	 	627 North Albany Avenue	 	FCRE REL, LLC	 	Yes	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	10851	 	Iron Guard Storage Portfolio TX-AL	 	CGMRC	 	NAP	 	No	 	11/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.01	 	 	 	10851-1	 	Iron Guard Storage Tomball	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	10851-2	 	Iron Guard Storage Del Valle	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	10851-3	 	Iron Guard Storage Montgomery	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	10851-4	 	Iron Guard Storage Canyon	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	10851-5	 	Iron Guard Storage Conroe	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	10851-6	 	Iron Guard Storage Donna	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	15091701	 	North Myrtle Beach Self Storage Portfolio	 	RMF	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.01	 	 	 	15091701.01	 	High Ground Self Storage	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	 	 	15091701.02	 	Guardian Self Storage	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	 	 	15041704	 	Cortez Plaza East	 	RMF	 	NAP	 	No	 	11/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	 	 	10742	 	The Grove at San Angelo	 	CGMRC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	411 East Franklin Street	 	RAIT	 	NAP	 	No	 	10/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23	 	 	 	15032742	 	Canyon Corners	 	RMF	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	 	 	 	 	Green Bay Packing Facility	 	RAIT	 	NAP	 	No	 	10/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	 	 	15072104	 	Great Value Portfolio	 	RMF	 	NAP	 	No	 	10/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.01	 	 	 	15072104.01	 	Uncle Bob’s Self Storage - Flowood	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	 	 	15072104.02	 	Uncle Bob’s Self Storage - Hattiesburg	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	 	 	15072104.03	 	Uncle Bob’s Self Storage - Brandon	 	RMF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	 	 	10764	 	Courtyard Marriott Lynchburg	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	 	 	8949	 	Kensington Park & Dean Lakes	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.01	 	 	 	10729	 	Kensington Park	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.02	 	 	 	10749	 	Dean Lakes	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	 	 	76 Stirling Road	 	RAIT	 	NAP	 	No	 	8/1/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	 	 	9	 	Turtle Cove Apartments	 	FCRE REL, LLC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	 	 	Independence Village	 	RAIT	 	NAP	 	No	 	10/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	16	 	Aerovista Office Park	 	FCRE REL, LLC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	 	 	15051488	 	Fairfield Inn Fort Myers	 	RMF	 	NAP	 	No	 	10/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	15061101	 	The Landings at Southgate	 	RMF	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	10477	 	White Oak Professional Center	 	CGMRC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	 	 	10694	 	Collegian Ann Arbor Office	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	 	 	Terrace Heights Apartments	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37	 	 	 	12	 	Ventura Avenue Self Storage	 	FCRE REL, LLC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	10603	 	Rite Aid Allentown	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	 	 	10679	 	Commons at Kings Crossing	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	 	 	14110683	 	White Birch Village	 	RMF	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41	 	 	 	 	 	Elon Town Center	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42	 	 	 	1	 	Comfort Inn - Salem	 	FCRE REL, LLC	 	NAP	 	No	 	4/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43	 	 	 	3	 	100 & 200 Foxborough Boulevard	 	FCRE REL, LLC	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.01	 	 	 	3.1	 	100 Foxborough Boulevard	 	FCRE REL, LLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	3.2	 	200 Foxborough Boulevard	 	FCRE REL, LLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	 	 	15	 	Johnson Drive Self Storage	 	FCRE REL, LLC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	 	 	10711	 	835 Barrett Parkway	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	 	 	 	 	 	Tractor Supply (Chandler)	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	 	 	 	 	 	Baker’s Landing Apartments	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48	 	 	 	 	 	Cypress Mill Plaza	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49	 	 	 	8	 	Park Cedar Business Park	 	FCRE REL, LLC	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	10690	 	Dutch Village 	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51	 	 	 	 	 	Walgreens-Mesa	 	RAIT	 	NAP	 	No	 	10/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52	 	 	 	17	 	Heights Corner II	 	FCRE REL, LLC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53	 	 	 	15081276	 	Aliso Creek Office Park	 	RMF	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54	 	 	 	15050501	 	Alabama Center	 	RMF	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55	 	 	 	11	 	3000 West Marquette Road Apartments	 	FCRE REL, LLC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56	 	 	 	 	 	Sunrise Plaza	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57	 	 	 	10	 	Local Storage Center	 	FCRE REL, LLC	 	NAP	 	No	 	11/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	58	 	 	 	10788	 	Fairfield Bank	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	59	 	 	 	14	 	Calder Center	 	FCRE REL, LLC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60	 	 	 	7	 	Access Self Storage	 	FCRE REL, LLC	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61	 	 	 	13	 	Pac Rat Self Storage	 	FCRE REL, LLC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62	 	 	 	6	 	935 West Randolph Street	 	FCRE REL, LLC	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63	 	 	 	2	 	Maple Square	 	FCRE REL, LLC	 	NAP	 	No	 	6/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


		(1)	The
                                         Cut-off Date Balance of $100,000,000 represents the non-controlling note A-3 of a $650,000,000
                                         loan combination evidenced by three senior pari passu notes and one subordinate note
                                         B. The related companion loans are evidenced by the note A-1, the non-controlling note
                                         A-2 and the subordinate note B. Note A-1 ($169,366,000) and note B ($280,634,000 collectively,
                                         the” 590M standalone deal”), with an aggregate outstanding principal balance
                                         of $450,000,000 as of the Cut-off Date, was contributed to the GSMS 2015-590M transaction
                                         and note A-2, with an outstanding principal balance of $100,000,000 as of the Cut-off
                                         Date, was contributed to the GSMS 2015-GS1 transaction. The 590M Standalone Note is the
                                         controlling note for the 590 Madison Loan Combination. Cut-off Date LTV Ratio, LTV Ratio
                                         at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income,
                                         Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on
                                         the aggregate principal balance of the 590 Madison Senior Companion Loans. Based on the
                                         590 Madison Whole Loan the Cut-off Date and Maturity Date LTV Ratios are both 43.3%,
                                         the DSCR Based on Underwritten NOI / NCF are 2.15x / 2.14x and the Debt Yield Based on
                                         Underwritten NOI / NCF are both 8.3%.






		(2)	The
                                         Cut-off Date Balance of $100,000,000 represents the non-controlling note A-2 of a $200,000,000
                                         loan combination evidenced by three pari passu notes. The controlling note A-1, with
                                         an outstanding principal balance as of the Cut-off Date of $70,000,000 was contributed
                                         to the GSMS 2015-GS1 transaction and the non-controlling note A-3, with an outstanding
                                         principal balance as of the Cut-off Date of $30,000,000 is expected to be contributed
                                         to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio
                                         at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income,
                                         Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on
                                         the aggregate Cut-off Date Balance of $200,000,000.






		(3)	The
                                         Cut-off Date Balance of $79,891,907 represents the non-controlling note A-2 of a $205,000,000
                                         loan combination evidenced by three pari passu notes. The controlling note A-1, with
                                         an aggregate principal balance as of the Cut-off Date of $69,905,419 was contributed
                                         to the GSMS 2015-GS1 transaction, and the non-controlling note A-3, with an aggregate
                                         principal balance as of the Cut-off Date of $54,925,686 is expected to be contributed
                                         to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio
                                         at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income,
                                         Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on
                                         the aggregate Cut-off Date Balance of $205,000,000.






		(4)	The
                                         Cut-off Date Balance of $60,000,000 represents the note A-1 of a $110,000,000 loan combination
                                         evidenced by two pari passu notes. The companion loan, evidenced by note A-2 has a principal
                                         balance of $50,000,000 as of the Cut-off Date and is expected to be contributed to one
                                         or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
                                         Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on
                                         Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate
                                         Cut-off Date Balance of $110,000,000.






		(5)	The
                                         Cut-off Date Balance of $60,000,000 represents the note A-3 of a $260,000,000 loan combination
                                         evidenced by three pari passu notes. The companion loans, evidenced by note A-1 and note
                                         A-2, have an aggregate principal balance of $200,000,000. The controlling A-1 note ($100,000,000)
                                         was contributed to the CGCMT 2015-GC33 transaction and the non-controlling A-2 note ($100,000,000)
                                         was contributed to the GSMS 2015-GC34 transaction. Cut-off Date LTV Ratio, LTV Ratio
                                         at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income,
                                         Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on
                                         the aggregate Cut-off Date Balance of $260,000,000.






		(6)	The
                                         Cut-off Date Balance of $45,500,000 represents the note A-2 of a $130,000,000 loan combination
                                         evidenced by two pari passu notes. The companion loan, evidenced by the controlling note
                                         A-1 has a principal balance of $84,500,000 as of the Cut-off Date and was contributed
                                         to the GSMS 2015-GC34 transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten
                                         NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten
                                         Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date
                                         Balance of $130,000,000.






		(7)	The
                                         Cut-off Date Balance of $37,926,518 represents the note A-1 of a $75,950,000 loan combination
                                         evidenced by two pari passu notes. The companion loan, evidenced by note A-2 has a principal
                                         balance of $37,926,518 as of the Cut-off Date and is expected to be contributed to one
                                         or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
                                         Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on
                                         Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate
                                         Cut-off Date Balance of $75,853,035.






		(8)	The
                                         Cut-off Date Balance of $32,933,903 represents the non-controlling note A-4 of a $250,800,000
                                         loan combination evidenced by four pari passu notes. The related companion loans are
                                         respectively evidenced by the controlling note A-1 with an outstanding principal balance
                                         of $99,648,722 as of the Cut-off Date, which was contributed to the Citigroup Commercial
                                         Mortgage Trust 2015-GC33, Commercial Mortgage Pass-Through Certificates, Series 2015-GC33
                                         (“CGCMT 2015-GC33”) transaction, a non-controlling note A-2 with an outstanding
                                         principal balance of $72,245,323 as of the Cut-off Date, which was contributed to the
                                         GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates
                                         Series 2015-GC34 (“GSMS 2015-GC34”) and note A-3 with an outstanding principal
                                         balance of $45,091,047, which is expected to be contributed to the GSMS 2015-GS1 transaction.
                                         Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten
                                         Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
                                         are based on the aggregate Cut-off Date Balance of $249,918,994.






		(9)	The
                                         Cut-off Date Balance of $31,162,303 represents the note A-1 of a $62,400,000 loan combination
                                         evidenced by two pari passu notes. The companion loan, evidenced by note A-2 has a principal
                                         balance of $31,162,303 as of the Cut-off Date and is expected to be contributed to one
                                         or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity,
                                         Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on
                                         Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate
                                         Cut-off Date Balance of $62,324,606.



 






    	 



    	 



    

EXHIBIT C


 


FORM OF REQUEST FOR RELEASE

(for Custodian/Trustee)


 


Loan Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________

Custodian

Name: __________________


	Address:	
	__________________

__________________

__________________



Custodian Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 


__________________


 


	Certificates:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class [__]



 


The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Deutsche Bank Trust Company
Americas, as Custodian, for the Holders of Citigroup Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates,
Series 2015-GC35, the documents referred to below (the “Documents”). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of December 1,
2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator and Deutsche Bank
Trust Company Americas, as Trustee.


 


(  )         Note dated _________,
_____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the Trustee.


 


(  )         Mortgage recorded
on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State of _________________
in book/reel/docket ___________ of official records at page/image ________.


 


(  )         Deed of trust
recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________, State of
_______ in book/reel/docket ____________ of official records at page/image.


 



     C-1


    


    




 


(  )         Assignment of Mortgage or deed of trust to the Trustee, recorded on
_____________ as instrument no. _______ in the County Recorder’s Office of the County of _________, State of _______ in
book/reel/docket __________ of official records at page/image _____________.


 


(  )         Other documents,
including any amendments, assignments or other assumptions of the Note or Mortgage.


 





(  )         ___________________________


 





(  )         ___________________________


 





(  )          ___________________________


 





(  )         ___________________________


  


The undersigned [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as follows:


 


(i)          The [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] shall hold and retain possession of the Documents in trust for the benefit
of the Trustee, solely for the purposes provided in the Agreement.


 


(ii)         The [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered
by, any claim, liens, security interest, charges, writs of attachment or other impositions nor shall the [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims or rights of set-off to or against the
Documents or any proceeds thereof.


 


(iii)        The [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Custodian when the need
therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated and the proceeds thereof have
been remitted to the Collection Account and except as expressly provided in the Agreement.


 


(iv)        The Documents
and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master Servicer][Special
Servicer][Outside Servicer][Outside Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall keep the Documents and any proceeds separate and
distinct from all other property in the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer]’s
possession, custody or control.


 



     C-2


    


    




 








	 	 	 
	 	[MASTER SERVICER/SPECIAL SERVICER]
	 	 	[OUTSIDE SERVICER/ OUTSIDE SPECIAL SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





cc: Deutsche Bank Trust Company
Americas


 


Dated:


 


     C-3


    


    

 


EXHIBIT D



FORM OF DISTRIBUTION DATE STATEMENT


 



     D-1


    


    




 


 



 


 


 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial Mortgage Trust 2015-GC35

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC35	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Depositor	Citigroup Commercial Mortgage Securities Inc.	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	Master Servicer	Midland Loan Services, a Division of PNC Bank, National Association	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 	Operating Advisor	Park Bridge Lender Services LLC	 	 	 	 	 
	 	 	 	 	Mortgage Loan
    Detail	11	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NOI Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency Loan
    Detail	13	 	 
	 	Trustee / Custodian	Deutsche Bank Trust Company Americas	 	 	 	 	 
	 	 	 	 	Appraisal Reduction
    Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan Modification
    Detail	17	 	 
	 	Special Servicer	C-III Asset Management LLC	 	 	 	 	 
	 	 	 	 	Specially Serviced
    Loan Detail	19	 	 
	 			 	 	 	 	 
	 	 	 	 	Unscheduled Principal
    Detail	21	 	 
	 			 	 	 	 	 
	 	 	 	 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	John Hannon	 	Citibank, N.A.
	 	 	john.hannon@citi.com	 	Agency and Trust
	 	 	Tel: (212) 816-5693	 	388 Greenwich Street,
    14th Floor
	 	 	Fax: (212) 816-5527	 	New York, NY 10013
	 	 	 	 	 





 



    	Reports Available at www.sf.citidirect.com	Page 1 of 24	© Copyright 2015 Citigroup



    	 



    

 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC35 	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	Yield	Prepayment	 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	Maintenance	Penalties	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)=(7+8+9+10)	(12)	(13)	(14)=(3-8+12-13)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    	Reports Available at www.sf.citidirect.com	Page 2 of 24	© Copyright 2015 Citigroup



    	 



    

 



	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC35 	



	 	 	 	 	 	 	 	 	 	 	 	 
	PER
    $1,000 OF ORIGINAL BALANCE	 	 	 	 	 	 	 
	Class	CUSIP	Record

    Date	Prior

    Principal

    Balance

    (3/2 x 1000)	Interest

    Distributed

    (7/2 x 1000)	Principal

    Distributed

    (8/2 x 1000)	Yield

    Maintenance

    Distributed

    (9)/(2) x 1000	Prepayment

    Penalties

    Distributed

    (10)/(2) x 1000	Total

    Distributed

    (11/2 x 1000)	Deferred

    Interest

    (12/2 x 1000)	Realized

    Loss

    (13/2 x 1000)	Current

    Principal

    Balance

    (142 x 1000)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 




 



    	Reports Available at www.sf.citidirect.com	Page 3 of 24	© Copyright 2015 Citigroup



    	 



    


 

	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC35 	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	Next Pass-	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	Through	Day Count	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	Rate	Fraction	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 




 



    	Reports Available at www.sf.citidirect.com	Page 4 of 24	© Copyright 2015 Citigroup



    	 



    


 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC35 	



Principal Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS 
	 	 	Prior	Scheduled	Unscheduled	 	Current	Current	Current	Cumulative	Original	Current	Original	Current
	 	Original	Principal	Principal	Principal	Accreted	Realized	Principal	Principal	Realized	Class	Class	Credit	Credit
	Class	Balance	Balance	Distribution	Distribution	Principal	Loss	Recoveries	Balance	Loss	(%)	(%)	Support	Support
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)=(3)-(4)-(5)+(6)-(7)+(8)	(10)	(11)	(12)	(13)	(14)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    	Reports Available at www.sf.citidirect.com	Page 5 of 24	© Copyright 2015 Citigroup



    	 



    


 


	 	 	 
	Distribution Date:

    Determination Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 

    Commercial Mortgage Pass-Through Certificates

    Series 2015-GC35 	


Reconciliation Detail


	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled Interest	 	 	 	 	Servicing Fee	 	 	 
	 	Prepayment Interest
    Shortfall	 	 	 	 	Operating Advisor Fee	 	 	 
	 	Interest Adjustments	 	 	 	 	Trustee/Certificate Administrator Fee	 	 	 
	 	Realized Loss
    in Excess of Principal Balance	 	 	 	 	CREFC® Intellectual Property Royalty License Fee	 	 	 
	 	Total Interest
    Funds Available:	 	 	 	 	Total Scheduled Fees:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses, etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Additional Servicing Fee	 	 	 
	 	Scheduled Principal	 	 	 	 	Special Servicing Fee	 	 	 
	 	Curtailments	 	 	 	 	Workout Fee	 	 	 
	 	Principal Prepayments	 	 	 	 	Liquidation Fee	 	 	 
	 	Net Liquidation
    Proceeds	 	 	 	 	Additional Trust Fund Expenses	 	 	 
	 	Repurchased Principal	 	 	 	 	Reimbursement for Interest on Advances	 	 	 
	 	Substitution Principal	 	 	 	 	Other Expenses	 	 	 
	 	Other Principal	 	 	 	 	Total Additional Fees, Expenses, etc.:	 	 	 
	 	Total Principal
    Funds Available:	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Other Funds Available	 	 	 	 	Interest Distribution	 	 	 
	 	Yield Maintenance
    Charges	 	 	 	 	Principal Distribution	 	 	 
	 	Prepayment Premiums	 	 	 	 	Yield Maintenance Charges Distribution	 	 	 
	 	Other Charges	 	 	 	 	Prepayment Premiums Distribution	 	 	 
	 	Total Other Funds
    Available:	 	 	 	 	Total Distribution to Certificateholders:	 	 	 
	 	Total Funds Available	 	 	 	 	Total Funds Allocated	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 




 



    	Reports Available at www.sf.citidirect.com	Page 6 of 24	© Copyright 2015 Citigroup



    	 



    


 


	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	Stratification
    Detail


 


	Ending
    Scheduled Balance	 	 	 	State
	Ending Scheduled

Balance	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	State	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 



    	Reports Available at www.sf.citidirect.com	Page 7 of 24	© Copyright 2015 Citigroup



    	 



    




	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	Stratification
    Detail



 

	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 





 





    	Reports Available at www.sf.citidirect.com	Page 8 of 24	© Copyright 2015 Citigroup



    	 



    



	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	Stratification
    Detail


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 






    	Reports Available at www.sf.citidirect.com	Page 9 of 24	© Copyright 2015 Citigroup



    	 



    



	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	Stratification
    Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

    Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 





 






    	Reports Available at www.sf.citidirect.com	Page 10 of 24	© Copyright 2015 Citigroup



    	 



    
	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	 
	Loan	OMCR	Property

    Type	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	

Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 





 





    	Reports Available at www.sf.citidirect.com	Page 11 of 24	© Copyright 2015 Citigroup



    	 



    



	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 



NOI Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	

Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 
     
	 	 	 
	Totals	 	 	 	 	 	 	 	 	 







    	Reports Available at www.sf.citidirect.com	Page 12 of 24	© Copyright 2015 Citigroup



    	 



    

 



	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	 
	 	Delinquency Loan
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	   Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 


 


 






    	Reports Available at www.sf.citidirect.com	Page 13 of 24	© Copyright 2015 Citigroup



    	 



    

 






	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	 
	 	Historical Delinquency
    Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Less Than 1 Month	1 Month	2 Month	3+ Month	Bankruptcy	Foreclosure	REO
	Distribution	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  
	 	     0.00	0  	    0.00	0  	    0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  
	 	 0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  


 


 






    	Reports Available at www.sf.citidirect.com	Page 14 of 24	© Copyright 2015 Citigroup



    	 



    

   



	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	 
	 	Appraisal Reduction
    Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	There
    is no Appraisal Reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 


 






    	Reports Available at www.sf.citidirect.com	Page 15 of 24	© Copyright 2015 Citigroup



    	 



    




  



	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	 
	 	Historical Appraisal
    Reduction Detail



	 	 	 	 	 	 	 	 
	Distribution	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Loan Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	 	 	 	 	There is no historical
    Appraisal Reduction activity.	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 


 






 






    	Reports Available at www.sf.citidirect.com	Page 16 of 24	© Copyright 2015 Citigroup



    	 



    




 



	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	 
	 	Loan Modification
    Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 	 	 	 	 	 
	Totals	 	 	 	 	 




	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 





 



    	Reports Available at www.sf.citidirect.com	Page 17 of 24	© Copyright 2015 Citigroup



    	 



    




  



	 	 	 
	Distribution Date:	Citigroup Commercial
    Mortgage Trust 2015-GC35 	 
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-GC35 
	 	 
	 	Historical Loan
    Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan	OMCR	Property
    Name	Date	Code (1)	Description
	 

                                                                               There
                                         is no historical Loan Modification activity.

	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 


 






    	Reports Available at www.sf.citidirect.com	Page 18 of 24	© Copyright 2015 Citigroup



    	 



    

 



	Distribution Date:	Citigroup
    Commercial Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial Mortgage
    Pass-Through Certificates

    Series 2015-GC35 


    Specially Serviced Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	OMCR	 	Workout

Strategy

(1)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Specially Serviced Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 





 



    	Reports Available at www.sf.citidirect.com	Page 19 of 24	© Copyright 2015 Citigroup



    	 



    

 


	Distribution Date:	Citigroup
    Commercial Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2015-GC35 

 Historical
    Specially Serviced Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

There is no historical Specially Serviced Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 






    	Reports Available at www.sf.citidirect.com	Page 20 of 24	© Copyright 2015 Citigroup



    	 



    

 


	Distribution Date:	Citigroup
    Commercial Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2015-GC35 

 Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 
	 	Liquidation / Prepayment Code
(1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 







    	Reports Available at www.sf.citidirect.com	Page 21 of 24	© Copyright 2015 Citigroup



    	 



    

 


	Distribution Date:	Citigroup
    Commercial Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2015-GC35 

 Historical
    Unscheduled Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalty	 	Yield Maintenance

Premium
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 







    	Reports Available at www.sf.citidirect.com	Page 22 of 24	© Copyright 2015 Citigroup



    	 



    




	Distribution Date:	Citigroup
    Commercial Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2015-GC35 

 Liquidated
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Liquidated Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 






    	Reports Available at www.sf.citidirect.com	Page 23 of 24	© Copyright 2015 Citigroup



    	 



    

 


	Distribution Date:	Citigroup
    Commercial Mortgage Trust 2015-GC35 	
	Determination Date:	Commercial
    Mortgage Pass-Through Certificates

    Series 2015-GC35 

 Historical
    Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical Liquidated Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








    	Reports Available at www.sf.citidirect.com	Page 24 of 24	© Copyright 2015 Citigroup



    	 



    




EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


		
	as Certificate Registrar



480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate of
such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the “United States” (as defined in Regulation S);


 





 






 


*     Select appropriate
depository.


 



     E-1


    


    




 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)        the transaction
was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the
United States;]**


 


(3)         no “directed
selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b) or 904(b)
of Regulation S, as applicable;


 


(4)         the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)         the transferee
is an institution.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.








	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 





 



 


**  
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation
S.


 






     E-2


    


    

 


EXHIBIT F


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


		
	as Certificate Registrar



480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such Class
(CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made
in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)         the offer of the
Certificates was not made to a person in the “United States” (as defined in Regulation S),


 



     F-1


    


    




 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)        the transaction
was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the
United States,] *


 


(3)         no “directed
selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b) or 904(b)
of Regulation S, as applicable,


 


(4)         the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)         the transferee
is an institution.


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being transferred
in a transaction permitted by Rule 144 under the Securities Act.**


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: ________


 


cc: Citigroup Commercial Mortgage Securities Inc.


 





 



 


*      Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.


 


**   Select (i) or (ii), as
applicable.



 




     F-2


    


    


 


EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


  


Citibank, N.A.,


		
	as Certificate Registrar



480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP
No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of 


 





 



 


*     Select appropriate depository.


 



     G-1


    


    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 



     G-2


    


    
 


EXHIBIT H


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


		
	as Certificate Registrar




480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above issued
under the Pooling and Servicing Agreement certifies that it is an institution that is not a “U.S. person” as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 





 



 


	*	Select,
as applicable.



  






     H-1


     


    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer
and the Underwriters.





	 	 	 
	 	Dated:	 	 





	 	 	 
	 	By:	 	 
	 	 	as, or as agent for, the holder of a beneficial interest
    in the Certificates to which this certificate relates.







 


 



     H-2


     


    







 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)








 


Citibank, N.A.,


		
	as Certificate Registrar



480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the “United States” (as defined in Regulation S);


 

 



 


	*	Select
appropriate depository.



   






     I-1


     


    

 





[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)         the transaction
was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the
United States;] **


 


(3)          no “directed
selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b) or 904(b)
of Regulation S, as applicable;


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee
is an institution.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: ________


 


cc: Citigroup Commercial Mortgage Securities Inc.


 





 







 


	**	Insert one of these two provisions, which come from the
definition of “offshore transaction” in Regulation S.








 



     I-2


     


    







 


EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)





 


Citibank, N.A.,


		
	as Certificate Registrar




480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the “United States” (as defined in Regulation S);


  





     J-1


     


    

 


 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]*


 


[(2)         the transaction
was executed in, on or through the facilities of a “designated offshore securities market” (as defined in Regulation
S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the
United States;] *


 


(3)          no “directed
selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b) or 904(b)
of Regulation S, as applicable;


 


(4)          the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)          the transferee
is an institution.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master
Servicer, Special Servicer and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 





 



 





	*	Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



 






     J-2


     


    

  


EXHIBIT K


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)





 


Citibank, N.A.,


		
	as Certificate Registrar




480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. Capitalized terms used but not defined
herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or
for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other
applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are






     K-1


     


    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, Trustee, Operating Advisor, Certificate Administrator, Master Servicer, Special Servicer
and the Underwriters.





	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: _______


 


cc: Citigroup Commercial Mortgage Securities Inc.


 






     K-2


     


    

   


EXHIBIT L-1


 


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED





 


Citibank, N.A.,


		
	as Certificate Administrator




388 Greenwich Street, 14th Floor





New York, New York 10013 


		Attention:	Global Transaction Services –

CGCMT Commercial Mortgage Trust 2015-GC35



 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35 (the “Certificates”) issued pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche Bank
Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.



 





	STATE OF	)	 	 
	 	)	ss.:	 
	COUNTY OF	)	 	 










 


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.          I am a [______]
of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The Purchaser is
acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits
(each, a “REMIC”) designated as the “Lower-Tier REMIC” and “Upper-Tier REMIC,”
respectively, relating to the Certificates for which an election is to be or has been made under Section 860D of the Internal Revenue
Code of 1986 (the “Code”).


 


3.          The Purchaser is
not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the Class R Certificates
for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership


 






     L-1-1


     


    

 


thereof,
to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States,
a State or any political subdivision of a State, any possession of the United States or any agency or instrumentality of any of
the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for
the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit),
(ii) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (iii) an organization
that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business
taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except
certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described in
Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar based upon an opinion of counsel to
the effect that any transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC
at any time that the Certificates are outstanding. The terms “United States”, “State” and
“international organization” shall have the meanings set forth in Section 7701 of the Code.


 


4.          The Purchaser acknowledges
that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for
the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.          The Purchaser is
a Permitted Transferee. For the purpose hereof, a “Permitted Transferee” is any Person or agent of such Person
other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide
an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer
of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC
at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership
if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership
agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate
is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the
transferee or any other U.S. Tax Person.


 


6.          No purpose of the
acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The Purchaser will
not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 


8.          Check the applicable
paragraph:


 


☐          The present value
of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:


 






     L-1-2


     


    

 


(i)          the present value
of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)         the present value
of the expected future distributions on such Class R Certificate; and


 


(iii)        the present
value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code
if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will
compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed
using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer
and the compounding period used by the Purchaser.


 


☐          The transfer of
the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          the Purchaser
is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from the Class R Certificate will only be taxed in the United States;


 


(ii)         at the time of
the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had
gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)        the Purchaser
will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section
1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the Purchaser
determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but
not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates
and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None of the above.


 


9.          The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


 






     L-1-3


     


    




 


10.        The Purchaser
understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by
such Certificate.


 


11.        The Purchaser
is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser,
or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer to
any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit and agreement or as
to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including
a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


 


12.        The Purchaser
represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not a Permitted
Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


 


13.        The Purchaser
consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.        The Purchaser
has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set forth
in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.        The Purchaser
consents to the designation of the Certificate Administrator as the agent of the tax matters person of the Lower-Tier REMIC and
Upper-Tier REMIC pursuant to Section 4.04 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






     L-1-4


     


    

 





IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.





	 	 
	 	NOTARY PUBLIC in and for the
	 	State of	 	 










 


[SEAL]


 


My Commission expires:









 



 






     L-1-5


     


    

 


EXHIBIT L-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Citibank, N.A.,

            as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class R



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and
Citibank, N.A., as Certificate Administrator. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:


 


(1)        No purpose of
the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


 


(2)        The Transferor
understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee (as
defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s representations
in clause (9) of such Transfer Affidavit and Agreement are false.


 


(3)        The Transferor
has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the
Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual
Certificates may not be


 






    	L-2-1



    	 



    

 


respected for United States income tax purposes (and the Transferor may continue to be liable for United
States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 	Very
                                         truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:



 



    	L-2-2



    	 



    


 


EXHIBIT L-3


 


FORM OF TRANSFEREE LETTER


 


[Date]


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street, 14th Floor


New York, New York 10013


Attention:     Global Transaction Services –


       CGCMT Commercial Mortgage Trust 2015-GC35


 


Deutsche Bank Trust Company Americas, as Trustee

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – CI1535


 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor,

New York, New York 10013

Attention: Paul Vanderslice


  


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional amount]] [_____%
Percentage Interest] of Citigroup Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates, Series 2015-GC35,
Class [_], CUSIP No. [____], in certificated fully registered form (such registered interest, the “Certificate”),
issued pursuant to that certain Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a


 






    	L-3-1



    	 



    

 


Division of
PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.
Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.


 


[FOR TRANSFERS OF CLASS
E, CLASS F, CLASS G OR CLASS H CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to
you that the Purchaser (A) either (i) is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility
or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit
plan or other plan, a “Plan”) or an entity or collective investment fund the assets of which are considered
Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting
on behalf of any such Plan or using assets of any such Plan, or (ii) (1) is an insurance company, (2) the source of funds used
to acquire or hold the Certificate or an interest therein is an “insurance company general account,” as such term is
defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the conditions in Sections I and III of PTCE
95-60 have been satisfied and (B) is not and will not be a governmental plan (as defined in Section 3(32) of ERISA) subject to
any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction
provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental
plan or using the assets of such governmental plan to acquire the Certificate unless its acquisition, holding and disposition of
the Certificate would not constitute or otherwise result in a non-exempt violation of Similar Law.]


 


[FOR TRANSFERS OF CLASS
R CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to you that the Purchaser (A) is
not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”, and any such employee benefit plan or other plan, a “Plan”)
or an entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section
2510.3-101, as modified by Section 3(42) of ERISA, or other person acting on behalf of any such Plan or using assets of any such
Plan and (B) is not and will not be a governmental plan subject to any federal, state or local law that is, to a material extent,
similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar Law”)
or any Person acting on behalf of any such governmental plan or using the assets of such governmental plan to acquire the Certificate.]


 


[FOR TRANSFERS OF CLASS
R CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended.]


 






    	L-3-2



    	 



    

 


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


 





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


 






    	L-3-3



    	 



    

 


EXHIBIT L-4


 


FORM OF INVESTMENT REPRESENTATION
LETTER


 


[Date]


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th
Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street, 14th Floor


New York, New York 10013 


Attention:     Global Transaction Services –


        CGCMT Commercial Mortgage Trust 2015-GC35


 


Deutsche Bank Trust Company Americas, as Trustee

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – CI1535


 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35, Class [__] (the “Class [__] Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as master servicer, C-III Asset Management LLC, as special servicer, Park Bridge Lender Services
LLC, as operating advisor, Deutsche Bank Trust Company Americas, as trustee, and Citibank, N.A., as certificate administrator,
on behalf of the holders of Commercial Mortgage Pass Through Certificates, Series 2015-GC35 (the “Certificates”),
in connection with the transfer by [                    ] (the “Seller”) to the undersigned (the “Purchaser”)
of $______ aggregate [Certificate Principal Amount] [Notional Amount] of Class [                    ] Certificates [representing a ___% Percentage
Interest in the related Class], in certificated fully registered


 






    	L-4-1



    	 



    

 


form (such registered interest, the “Transferred Certificate”).
Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The Purchaser is
an “institutional accredited investor” (an “Institutional Accredited Investor”), (i.e. an entity meeting,
or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of the investment in the Transferred Certificate, and
the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of our or its investment.
The Purchaser is acquiring the Transferred Certificate for its own account or for one or more accounts (each of which is an Institutional
Accredited Investor) as to each of which the Purchaser exercises sole investment discretion. [FOR TRANSFERS OF CLASS R CERTIFICATES:
Furthermore, the Purchaser and any such account are each a “qualified institutional buyer” (within the meaning of Rule
144A under the Securities Act).]The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection
with this transfer.


 


2.          The Purchaser’s
intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account or (b) for resale
to (i) “qualified institutional buyers” in transactions complying with Rule 144A[,FOR TRANSFERS OF ANY CERTIFICATES
OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other exemption from the
registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable
to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (c) the receipt
by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or
transfer is in compliance with the Securities Act and other applicable laws (including applicable state and foreign securities
laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer.]
It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate) has not been registered under the
Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in
certain exempted transactions) as expressed herein.


 


3.          The Purchaser acknowledges
that the Transferred Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Transferred Certificate cannot
be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from
such registration or qualification is available.


 






    	L-4-2



    	 



    

 


4.          The Purchaser has
reviewed the applicable Offering Circular dated November 24, 2015, relating to the Private Certificates (the “Offering
Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


5.          The Purchaser hereby
undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Non-Book
Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it
were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.          The Purchaser will
not sell or otherwise transfer any portion of the Transferred Certificate, except in compliance with Section 5.03 of the Pooling
and Servicing Agreement.


 


7.          Check one of the
following:


 


☐         The
Purchaser is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9
(or successor form).


 


☐         The
Purchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).
The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies
such Purchaser as the beneficial owner of the Transferred Certificate(s) and states that such Purchaser is not a U.S. Person, (ii)
two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS Form W-8ECI
(or successor form), which identify such Purchaser as the beneficial owner of the Transferred Certificate(s) and state that interest
and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with a U.S. trade
or business. The Purchaser agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-E, IRS
Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate
Administrator may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete,
or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to
the Certificate Administrator.


 


For the purposes of this
paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except
to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal
income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more
such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 






    	L-4-3



    	 



    

 


Please make all payments
due on the Transferred Certificates:**


 


(a)        by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:





	 	 	 	 	 
	Account number:	 	 	 
	 	 	 	 	 
	Institution:	 	 	 	 



 


(b)        by
mailing a check or draft to the following address:





	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 





	 	Very
                                         truly yours,
	 	 	 
	 	[Insert Name of Purchaser]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________________, 20__


 





 



 


**Please
select (a) or (b).


 






    	L-4-4



    	 



    

 


EXHIBIT M-1A



FORM OF INVESTOR CERTIFICATION FOR OBTAINING

INFORMATION AND NOTICES

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


 


[Date]


 


	
        Midland Loan Services,
a Division of PNC

        Bank, National Association

        10851 Mastin Street,
Suite 700

        Overland Park, Kansas
66210

        Attention: Executive Vice President – Division Head

         
	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – CI1535
	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Global Transaction Services –CGCMT 2015-GC35	
        C-III Asset Management LLC

        5221 N. O’Connor Blvd., Suite 600 Irving, Texas
75039

        Attention: Lindsey Wright

        email: lwright@c3cp.com

         

        with a copy to

         

	Park Bridge Lender Services LLC 

560 Lexington Avenue

17th floor, New York

New York 10022

Attention: CGCMT 2015-GC35 -- Surveillance Manager	C-III Asset Management LLC

                                                                           5221 N. O’Connor Blvd., Suite 600,

                                                                           Irving, Texas 75039

                                                                           Attention: Jenna Unell

                                                                           email: lwright@c3cp.com



 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


 


1.        The undersigned
is a [[Certificateholder][Beneficial Owner][prospective purchaser] of the Class ___ Certificates][Serviced Companion Loan Holder][Companion
Loan


 






    	M-1A-1



    	 



    

 


Holder Representative], and is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 


2.        The undersigned
has received a copy of the Prospectus Supplement and the Prospectus.1


 


3.        The undersigned
is not a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of any of the foregoing or an agent, principal, partner, member,
joint venturer, limited partner, employee, representative, director, trustee, advisor or investor in or of any of the foregoing.


 


4.        The undersigned
is requesting access pursuant to the Agreement to certain information (the “Information”) on the [Master Servicer’s
website][Certificate Administrator’s Website] and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Agreement.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise from
such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver a certification
substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related Companion Loan
Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be otherwise disclosed
by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.        The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.        The undersigned
agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website], the undersigned
is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 


7.        Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


 



 


1 Only required for a Certificateholder
or a Beneficial Owner.


 






    	M-1A-2



    	 



    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name
to be signed hereto by its duly authorized signatory, as of the day and year written above.





	 	 	 	 	 	 
	 	Certificateholder][Beneficial Owner][Prospective Purchaser][Serviced Companion Loan Holder][Companion Loan Holder Representative]
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	Company:	 
	 	 	 	 	 	 
	 	Phone:	 	 







 






    	M-1A-3



    	 



    

 


EXHIBIT M-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

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


 


[Date]


 


	 	
        Midland Loan Services,
a Division of PNC

        Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

         
	
        Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – CI1535

         

	 	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Global Transaction Services –

CGCMT 2015-GC35	
        C-III Asset Management LLC

        5221 N. O’Connor Blvd., Suite 600

        Irving, Texas
75039

        Attention: Lindsey Wright

         

        with a copy to

	 	Park Bridge Lender Services LLC 

560 Lexington Avenue

17th floor, New York

New York 10022

Attention: CGCMT 2015-GC35 -- Surveillance Manager	C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600, 

Irving, Texas 75039

Attention: Jenna Unell


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


 


1.        The undersigned
is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.        The undersigned
is not a Borrower Party.


 






    	M-1B-1



    	 



    

 


3.        The undersigned
is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.        The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.        At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notice attached as Exhibit M-1D to the
Agreement.

 


7.        To the extent the undersigned receives
access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide such Excluded Information to (A)
the related Mortgagor, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned, (D) any Affiliate
involved in the management of any investment in the related Mortgagor or the related Mortgaged Property or (E) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Mortgagor, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 


8.        The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


 


9.        The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 






    	M-1B-2



    	 



    

 


10.      Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name
to be signed hereto by its duly authorized signatory, as of the day and year written above.





	 	 	 	 	 	 
	 	[The Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	Company:	 


 






    	M-1B-3



    	 



    

 



EXHIBIT M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

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


 


[Date] 


 


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

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 
	 	
        Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – CI1535 

	 	 	 
	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention:  Global Transaction Services –

CGCMT 2015-GC35	 	
        C-III Asset Management LLC

        5221 N. O’Connor Blvd., Suite 600 Irving, Texas
75039 

        Attention: Lindsey Wright 

         

        with a copy to 

	 	 	 
	Park Bridge Lender Services LLC 

560 Lexington Avenue

17th floor, New York

New York 10022

Attention:  CGCMT 2015-GC35 -- Surveillance Manager	 	C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600, Irving, Texas 75039

Attention: Jenna Unell


  


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


In accordance with
the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the
“Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator,
with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and
agrees as follows:


 


1.          The undersigned
is [the Controlling Class Representative][a Controlling Class Certificateholder].


 



    	M-1C-1



    	 



    




 


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


  


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


 





3.          Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement to
certain information (the “Information”) on the Certificate Administrator’s Website.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.          The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent the undersigned receives access to such
Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information
in connection with its duties, or exercise of its rights pursuant to the Agreement.


 


5.          The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and
the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.


 


6.          To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) the related Mortgagor, (B) any Excluded Controlling Class Holder, (C) any


 






    	M-1C-2



    	 



    

  


employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in the related Mortgagor or the related Mortgaged
Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Mortgagor,
and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the
obligations described in clause (i) above.


 


7.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


  


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name
to be signed hereto by its duly authorized signatory, as of the day and year written above.  











	 	 	 	 	 	 
	 	[The Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	Company:	 	 




  



    	M-1C-3



    	 



    




  


EXHIBIT M-1D


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


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

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head
	 	
        Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – CI1535 

	 	 	 
	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention:  Global Transaction Services –CGCMT 2015-GC35	 	
        C-III Asset Management LLC 

        5221 N. O’Connor Blvd., Suite 600 Irving, Texas
75039 

        Attention: Lindsey Wright 

         

        with a copy to 

	 	 	 
	Park Bridge Lender Services LLC 

560 Lexington Avenue

17th floor, New York

New York 10022

Attention:  CGCMT 2015-GC35 -- Surveillance Manager	 	C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600, Irving, Texas 75039

Attention: Jenna Unell




  


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


THIS NOTICE IDENTIFIES AN “EXCLUDED
CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE CITIGROUP COMMERCIAL MORTGAGE TRUST 2015-GC35, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2015-GC35, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE POOLING AND SERVICING
AGREEMENT.


 


In accordance with Section 4.02(a) of the
Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche Bank Trust Company
Americas, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 






    	M-1D-1



    	 



    

  


1.              The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.              The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”): 


 


	Mortgage Loan Number	Loan Name	Borrower Name
		 	 
	 	 	 
	 	 	 


 


3.              The undersigned hereby requests termination of access to any Excluded Information relating to such Excluded Controlling
Class Mortgage Loans. The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information
related to the Excluded Controlling Class Mortgage Loans and made available on the Certificate Administrator’s Website or
otherwise pursuant to the Agreement unless and until it (i) is no longer an Excluded Controlling Class Holder with respect to such
Excluded Controlling Class Mortgage Loans, (ii) has delivered notice of the termination of the related Excluded Controlling Class
Holder status and (iii) has submitted a new Investor Certification in accordance with Section 4.02(a) of the Agreement.


 


4.              The
undersigned agrees to indemnify and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers and the
Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above.


 


5.              The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.              The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance
with the notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Agreement.


 


IN WITNESS WHEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its duly authorized
signatory, as of the day and year written above.


 






    	M-1D-2



    	 



    

 


	 	 	 
	 	[Controlling Class Representative] [a Controlling
Class Certificateholder]
	 	 
		By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:



 






    	M-1D-3



    	 



    

  


EXHIBIT M-1E


 


Form
of Certification of the Controlling Class Representative 


 


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

        10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division Head

         
	 	
        Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – CI1535

	Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention:  Global Transaction Services –

CGCMT 2015-GC35	 	
        C-III Asset Management LLC 

        5221 N. O’Connor Blvd., Suite 600 Irving, Texas
75039 

        Attention: Lindsey Wright

         

        with a copy to

         

	Park Bridge Lender Services LLC 

560 Lexington Avenue

17th floor, New York

New York 10022

Attention:  CGCMT 2015-GC35 -- Surveillance Manager	 	C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600, Irving, Texas 75039

Attention: Jenna Unell



  


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


In accordance with
Section 6.09(d) of the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
has been appointed to act as the Controlling Class Representative.


 


2.        The undersigned
is not a Borrower Party.


 


3.        If the undersigned
becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification attached
as Exhibit 


 






    	M-1E-1



    	 



    

 


M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notice attached as Exhibit
M-1D to the Pooling and Servicing Agreement.


  


4.         The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


5.        Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION
HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.]


 





	 	 	 
	 	[The Controlling Class Representative][a
Controlling Class Certificateholder]
		By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:
	 	 	
	 	 	








 



    	M-1E-2



    	 



    


  


EXHIBIT M-2A


 


FORM OF INVESTOR CERTIFICATION FOR
EXERCISING VOTING RIGHTS FOR NON-BORROWER PARTY


  


[Date] 


  


Citibank, N.A., as Certificate Administrator

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Global Transaction Services –CGCMT 2015-GC35


  


		Attention:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2015
(the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate
Administrator, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The undersigned is a [Certificateholder][Beneficial
Owner] of the Class ___ Certificates.



 


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



 


		3.	The undersigned is not a Borrower Party or an agent
of any Mortgagor.



 


		4.	The undersigned intends to exercise Voting Rights under
the Agreement and certifies that (please check one of the following):



 


		___	The undersigned is the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or the Operating Advisor.



 


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



 






    	M-2B-1



    	 



    




 


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



 


5.           The undersigned
shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating Advisor,
the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.            Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the day and year written above.  











	 	 	 	 	 	 
	 	[Certificateholder] [Beneficial Owner]
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	Company:	 	 
	 	 	 
	 	Phone:	 	 	 




 






    	M-2B-2



    	 



    

 





EXHIBIT M-2B


 


FORM OF INVESTOR CERTIFICATION FOR
EXERCISING VOTING RIGHTS FOR BORROWER PARTY


  


[Date]


  


Citibank, N.A., as Certificate Administrator

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Global Transaction Services –CGCMT 2015-GC35 


 


	Attention:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


In accordance with
the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2015
(the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate
Administrator, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby
certifies and agrees as follows:


 


		1.	The undersigned is a [Certificateholder][Beneficial
Owner] of the Class ___ Certificates.



 


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



 


		3.	The undersigned is a Borrower Party.



 


		4.	The undersigned intends to exercise Voting Rights under
the Agreement and certifies that (please check one of the following):



 


		___	The undersigned is an Excluded Controlling Class Holder. The undersigned is an Excluded Controlling
Class Holder with respect to the following Mortgage Loan(s):



  



    	M-2B-1



    	 



    







 


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


  


		___	The undersigned is the Special Servicer and is a Borrower Party with respect to the following Excluded
Special Servicer Mortgage Loans:



  


	Mortgage Loan Number	Loan Name	Borrower Name
	 	 	 
	 	 	 
	 	 	 


  


		5.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) and
shall indemnify the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special
Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned
or any of its Representatives.



 


		6.	Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the day and year written above. 


 








	 	 	 	 	 	 
	 	[Certificateholder] [Beneficial Owner]
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	 	 	 	 	 
	 	Name:	 	 
	 	 	 	 	 	 
	 	Title:	 	 	 






 



    	M-2B-2



    	 



    

 





	 	 	 	 	 	 
	 	Company: 	 
	 	 	 
	 	Phone:	 	 




  






    	M-2B-3



    	 



    


  


EXHIBIT M-3


 


FORM OF ONLINE VENDOR CERTIFICATION


 


This Certification
has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction
of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information, please contact
[the Certificate Administrator’s customer service desk at 866-252-4360]


 


In connection with
the Citigroup Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates Series 2015-GC35 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.            The undersigned
is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management Inc., Markit Group
Limited or a market data provider that has been given access to the Distribution Date Statements, CREFC reports and supplemental
notices on [www.sf.citidirect.com (“CitiDirect”)] by request of the Depositor.


 


2.            The undersigned
agrees that each time it accesses [CitiDirect], the undersigned is deemed to have recertified that the representation above remains
true and correct.


 


3.            The undersigned
acknowledges and agrees that the provision to it of information and/or reports on [CitiDirect] is for its own use only, and agrees
that it will not disseminate or otherwise make such information available to any other person without the written consent of the
Depositor, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Rule 17g-5
Information Provider’s Website shall also be applicable to information obtained from [CitiDirect].


 


4.            Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as
of December 1, 2015, between Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, C-III Asset Management LLC, as special
servicer, Park Bridge Lender Services LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank
Trust Company Americas, as trustee.


 



    	M-3-1



    	 



    




 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


	 	 	 
	 	[                              ]
	 	 	 
		By:	 



 


		Name:	 



 


		Title:	 



 


		Company:	 



 


		Phone:	 



 



    	M-3-2



    	 



    




 





EXHIBIT M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


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


10851 Mastin Street, Suite
700


Overland Park, Kansas 66210


Attention: Executive Vice
President – Division Head]


 


[C-III Asset Management LLC


5221 N. O’Connor Blvd., Suite 600


Irving, Texas 75039


Attention: Lindsey Wright


 


with a copy to


 


C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600


Irving, Texas 75039

Attention: Jenna Unell ]


 


Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI1535


 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35 Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


Ladies and Gentlemen:


 


In connection with the
Citigroup Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 (the “Certificates”),
we acknowledge that we will be furnished by Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
and C-III Asset Management LLC, as Special Servicer (and may have been previously furnished) with certain information (the “Information”).
For the purposes of this letter agreement (this “Agreement”), “Representative” of a Person
refers to such Person’s directors, officers, employees, and agents; and “Person” refers to any individual,
group or entity.


 



    	M-4-1



    	 



    




 


In connection with and
in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting and will use the
Information solely for purposes of making investment decisions and/or exercising the rights of the [Directing Holder][Serviced
Companion Loan Holder] with respect to the [above-referenced Certificates and the related Mortgage Loans] [[NAME OF SERVICED LOAN
COMBINATION] Loan Combination] and will not disclose such Information to any Person other than (i) our Representatives, (ii) our
auditors and regulators and (iii) any Person contemplating the purchase of [any Certificate][the [NAME OF SERVICED COMPANION LOAN]
Companion Loan] held by the undersigned or of an interest therein (or such outside Persons as are assisting it in making an evaluation
in connection with purchasing the [related Certificates][the [NAME OF SERVICED COMPANION LOAN] Companion Loan] (but only if such
Persons confirm in writing such contemplation of a prospective ownership interest and agree in writing to keep such Information
confidential)), (iv) our accountants and attorneys, and (v) such governmental or banking authorities or agencies to which the undersigned
is subject; and such Information will not, without the prior written consent of the Master Servicer or the Special Servicer, as
applicable, and the Trustee, be otherwise disclosed by the undersigned or by its Representatives in any manner whatsoever, in whole
or in part, unless required to do so by law.


 


The undersigned shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Operating Advisor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer and the Trust Fund for
any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


This Agreement shall
not apply to any of the Information which: (i) is or becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully available to us on a non-confidential
basis from a source other than you or one of your Representatives, which source is not bound by a contractual or other obligation
of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential basis prior to its disclosure to us by
you.


 


Capitalized terms used
but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated as of December
1, 2015, between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor, Citibank, N.A., as Certificate Administrator, and Deutsche Bank Trust Company Americas, as Trustee.


 



    	M-4-2



    	 



    




 


This Agreement, when
signed by us, will constitute our agreement with respect to the subject matter contained herein.





	 	 	 
	 	Very truly yours,
	 	 
	 	[NAME OF ENTITY]
	 	 	 
		By:	 






		Name:	 






		Title:	 






		Company:	 






		Phone:	 



  


		cc:	Citigroup Commercial Mortgage Securities Inc.

Trustee



 



    	M-4-3



    	 



    







 


EXHIBIT M-5


 


FORM OF NRSRO CERTIFICATION


 


Citibank, N.A., as Certificate Administrator

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Global Transaction Services –CGCMT 2015-GC35


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


Ladies and Gentlemen:


 


In accordance with the requirements for
obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate
Administrator, with respect to the Citigroup Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates,
Series 2015-GC35 (the “Certificates”), the undersigned hereby certifies and agrees as follows:





 


1.            The undersigned, a
nationally recognized statistical rating organization, has provided the Depositor with the appropriate certifications under Exchange
Act Rule 17g-5(e); and


 


2.            The undersigned has
access to the Depositor’s Rule 17g-5 website relating to the Certificates.


 


3.             The undersigned is
requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential, and such Information will not, without the prior written consent of the Certificate Administrator, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents, or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part.


 



    	M-5-1



    	 



    




 


4.             The undersigned agrees
that each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified that the representations
herein contained remain true and correct.


 


Capitalized terms used but not defined herein
shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed hereto by its
duly authorized signatory, as of the day and year first written above.








	 	 	 
	 	Very truly yours,
	 	 
	 	[NRSRO Name]
	 	 	 
		By:	 






		Name:	 






		Title:	 






		Phone:	 






		Email:	 



 


Dated:


 



    	M-5-2



    	 



    




 








EXHIBIT N



 


CUSTODIAN CERTIFICATION


 


[DATE]


 


[All Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser] 


[The related Serviced Companion Loan Holder (upon request, in
the case of a Serviced Loan Combination)]




 


		Re:	Pooling and Servicing Agreement (“Pooling and
Servicing Agreement”) relating to Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2015-GC35



 


Ladies and Gentlemen:


 


In accordance with the provisions of Section
2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan, and
subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all documents specified in clauses (1), (2),
(3), (4) (other than with respect to an Outside Serviced Trust Loan), (5), (7), (15) and (20) (for any Mortgage Loan that is part
of a Loan Combination) of the definition of “Mortgage File” are in its possession or the related Mortgage Loan Seller
has otherwise satisfied the delivery requirements in accordance with the related Loan Purchase Agreement; (ii) the recordation/filing
contemplated by Section 2.01(c) of the Pooling and Servicing Agreement has been completed (based solely on receipt by the undersigned
of the particular recorded/filed documents); (iii) all documents received by the undersigned with respect to such Mortgage Loan
have been reviewed by the undersigned and (A) appear regular on their face (handwritten additions, changes or corrections shall
not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport
to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling
and Servicing Agreement and only as to the foregoing documents (together with any Loan Agreement that has been delivered by the
related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the
Mortgage File.


 


The undersigned makes no representations as
to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File
or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.


 



    	N-1



    	 



    




 


The scope of the Custodian’s review
of the Mortgage Files is limited solely to confirming that certain documents in Mortgage Files have been received and appear regular
on their face and to confirm certain other information as set forth in Section 2.02 of the Pooling and Servicing Agreement.
The Custodian’s review of the Mortgage Files and any certification with respect thereto is not intended to and shall not
be deemed to constitute “due diligence services” or a “third party due diligence report” as such terms
are defined in Rules 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Custodian’s certification
or a copy thereof by its receipt thereof is deemed to agree that it shall not share such certification with any rating agency or
any party not addressed on such certification.


 


Capitalized words and phrases used herein
and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.


	 	 	 
	 	DEUTSCHE BANK
TRUST COMPANY AMERICAS, as Custodian
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:








 



    	N-2



    	 



    




 





SCHEDULE OF EXCEPTIONS


 


[          ]


 



    	N-3



    	 



    







 


EXHIBIT O


 


SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer below shall include any Sub-Servicer
engaged by a Master Servicer or Special Servicer.


  


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Master
    Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Master
Servicer

Special Servicer

        Certificate
Administrator

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer

    Custodian (in the case of the Custodian, if such entity is not also the Trustee)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
        Servicer
        Special
        Servicer

        Certificate
Administrator

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Master
Servicer

Special Servicer

        Certificate
Administrator

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Trustee (in the case of the Trustee, to the extent the Trustee was required to make an advance during the applicable calendar
    year)
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator



 



    	O-1



    	 



    




 


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (excluding clauses (C) and (D) in the case of the Operating Advisor)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Reporting Servicer’s investor records, or such other
    number of days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Master
    Servicer

    Special Servicer

    Custodian
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer



 



    	O-2



    	 



    




 


	 	Servicing
    Criteria 	applicable
    

    Servicing 

    Criteria
	Reference	Criteria	 
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A



 



    	O-3



    	 



    

 


EXHIBIT P



SUPPLEMENTAL SERVICER SCHEDULE








 



    	P-1



    	 



    




 


 










	CGCMT
    2015-GC35 Supplemental Servicer Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original	 	Remaining	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control	 	 	 	Loan	 	Mortgage
    	 	 	 	 	 	General	 	 Original
    	 	Origination	 	Amortization
    Term	 	Amortization
    Term	 	 	 	Letter
    of 	 	Upfront
    RE  	 	Ongoing
    RE 	 	Upfront	 	Ongoing	 	Upfront
	Number	 	Footnotes	 	Number	 	Loan
    Seller	 	Property
    Name	 	Borrower
    Name	 	Property
    Type	 	 Balance
    ($) 	 	Date	 	(Mos.)	 	(Mos.)	 	Carve-out
    Guarantor	 	Credit	 	Tax
    Reserve ($)	 	Tax
    Reserve ($)	 	 Insurance
    Reserve ($)	 	 Insurance
    Reserve ($)	 	Replacement
    Reserve ($)
	1	 	 	 	7NWJB6	 	GSMC	 	Paramus
    Park	 	Paramus
    Park Shopping Center Limited Partnership	 	Retail	 	120,000,000.00	 	9/1/2015	 	0	 	0	 	GGP
    Limited Partnership	 	No	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	2	 	(1)	 	5XJBY6	 	GSMC	 	590
    Madison Avenue	 	590
    Madison Avenue, LLC	 	Office	 	100,000,000.00	 	9/23/2015	 	0	 	0	 	None	 	No	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	3	 	(2)
    (3)	 	5XKMW5	 	GSMC	 	South
    Plains Mall	 	Macerich
    South Plains LP	 	Retail	 	100,000,000.00	 	10/23/2015	 	0	 	0	 	Pacific
    Premier Retail Trust LLC	 	No	 	0.00	 	0.00	 	0.00	 	0.00	 	517,000.00
	4	 	(4)
    (5) (6)	 	5X2942	 	GSMC	 	Westin
    Boston Waterfront	 	DiamondRock
    Boston Owner, LLC and DiamondRock Boston Retail Owner, LLC	 	Hospitality	 	80,000,000.00	 	10/27/2015	 	360	 	359	 	DiamondRock
    Hospitality Limited Partnership	 	No	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	5	 	 	 	15073002	 	RMF	 	DoubleTree
    Jersey City	 	JC
    Grandview Hotel, L.L.C.	 	Hospitality	 	60,000,000.00	 	10/6/2015	 	360	 	360	 	Hartz
    Financial Corp.	 	No	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	6	 	(7)	 	10610	 	CGMRC	 	Harbor
    Pointe Apartments	 	CL
    Cityview Urban Renewal LLC, RS Bayonne Urban Renewal LLC and Verbena Bayonne Urban Renewal LLC	 	Multifamily	 	60,000,000.00	 	10/21/2015	 	0	 	0	 	Elie
    Rieder and Sol Werdiger	 	No	 	178,371.38	 	89,185.69	 	33,867.05	 	16,933.53	 	0.00
	7	 	(8)
    (9)	 	8788	 	CGMRC	 	Illinois
    Center	 	IC
    233 Building Company LLC and IC 111 Building Company LLC	 	 	 	60,000,000.00	 	8/4/2015	 	360	 	360	 	Michael
    Karfunkel	 	No	 	1,922,899.26	 	961,449.63	 	0.00	 	0.00	 	0.00
	7.01	 	 	 	10576	 	CGMRC	 	111
    East Wacker Drive	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	10631	 	CGMRC	 	233
    North Michigan Avenue	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	(10)	 	8633	 	CGMRC	 	750
    Lexington Avenue	 	International
    Plaza Associates, L.P.	 	Mixed
    Use	 	45,500,000.00	 	9/10/2015	 	360	 	360	 	Charles
    Steven Cohen	 	No	 	2,724,550.40	 	544,910.08	 	0.00	 	0.00	 	0.00
	9	 	(11)	 	10558	 	CGMRC	 	Anchorage
    Marriott Downtown	 	Columbia
    Properties Anchorage, L.P.	 	Hospitality	 	37,975,000.00	 	10/7/2015	 	360	 	359	 	Columbia
    Sussex Corporation and CSC Holdings, LLC	 	No	 	245,310.80	 	61,327.70	 	58,128.90	 	29,064.45	 	0.00
	10	 	(12)
    (13)	 	7NN2T5	 	GSMC	 	Hammons
    Hotel Portfolio	 	JQH-Allen
    Development, LLC, JQH-Concord Development, LLC, JQH-Glendale, AZ Development, LLC, Hammons of Huntsville, LLC, JQH-Kansas
    City Development, LLC, JQH-Murfreesboro Development, LLC and JQH-Norman Development, LLC	 	 	 	33,050,000.00	 	8/13/2015	 	360	 	357	 	Revocable
    Trust of John Q. Hammons, Dated December 28, 1989, as Amended and Restated	 	No	 	3,172,482.20	 	358,584.73	 	0.00	 	0.00	 	0.00
	10.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy
    Suites Concord, NC	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy
    Suites Murfreesboro, TN	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy
    Suites Norman, OK	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard
    by Marriott Dallas/Allen, TX	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy
    Suites Huntsville, AL	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence
    Inn by Marriott Kansas City, MO	 	 	 	Hospitality	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	(14)	 	10602	 	CGMRC	 	JW
    Marriott Santa Monica Le Merigot	 	CW
    Hotel Limited Partnership	 	Hospitality	 	31,200,000.00	 	10/7/2015	 	360	 	359	 	Columbia
    Sussex Corporation and CSC Holdings, LLC	 	No	 	533,964.45	 	66,745.56	 	70,119.71	 	23,373.24	 	0.00
	12	 	 	 	10682	 	CGMRC	 	Wilshire
    Catalina	 	Wilshire
    Catalina Plaza, LLC	 	Office	 	27,000,000.00	 	10/15/2015	 	360	 	360	 	David
    Y. Lee	 	No	 	152,451.32	 	19,052.66	 	15,414.21	 	7,707.11	 	0.00
	13	 	(15)
    (16)	 	10713	 	CGMRC	 	Chandler
    Forum	 	Chandler
    Forum Building LLC	 	Office	 	23,700,000.00	 	11/5/2015	 	360	 	360	 	H25A,
    LLC	 	No	 	42,653.82	 	21,326.91	 	18,573.45	 	3,095.58	 	0.00
	14	 	 	 	10632	 	CGMRC	 	Commerce
    Center	 	Commerce
    Center NB, LLC	 	Retail	 	21,300,000.00	 	10/13/2015	 	360	 	360	 	Sam
    Shalem	 	No	 	73,597.60	 	73,597.60	 	48,199.20	 	6,024.90	 	0.00
	15	 	 	 	15060908	 	RMF	 	Reynolds
    MHC Portfolio 4	 	Minot
    MHP, LLC, Fruit Heights MHP, LLC, Grafton MHP, LLC, Evansville MV MHP, LLC, Devils Lake MHP, LLC, Rapid City MHP, LLC, Meadows
    Greenville MHP, LLC, Oak Grove Greenville MHP, LLC, Willows MHP, LLC, Hamlet MHP, LLC, Ennis MHP, LLC, NL Austin MHP, LLC
    and Tulsa MHP, LLC	 	 	 	21,075,000.00	 	10/30/2015	 	360	 	359	 	David
    H. Reynolds	 	No	 	189,552.15	 	21,061.35	 	0.00	 	10,940.42	 	0.00
	15.01	 	 	 	15060908.01	 	RMF	 	Willows	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	15060908.02	 	RMF	 	North
    Lamar MHC	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	15060908.03	 	RMF	 	Midway
    Village	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	15060908.04	 	RMF	 	Pitcher
    Park & Pitcher North	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	 	 	15060908.05	 	RMF	 	Oak
    Grove	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	 	 	15060908.06	 	RMF	 	Apple
    Acres	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	 	 	 	15060908.07	 	RMF	 	Rolling
    Hills	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	 	 	 	15060908.08	 	RMF	 	North
    Star	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	 	 	 	15060908.09	 	RMF	 	Green
    Meadows	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.10	 	 	 	15060908.10	 	RMF	 	Ennis
    MHC	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	 	 	 	15060908.11	 	RMF	 	Grafton	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.12	 	 	 	15060908.12	 	RMF	 	Cimarron
    Park	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.13	 	 	 	15060908.13	 	RMF	 	Walls
    MHC	 	 	 	Manufactured
    Housing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	(17)	 	5X32Z8	 	GSMC	 	Oceaneering	 	LCN
    OCN Chesapeake (VA) LLC	 	Industrial	 	21,000,000.00	 	10/30/2015	 	0	 	0	 	LCN
    North American Fund REIT	 	No	 	0.00	 	17,564.90	 	6,371.17	 	3,185.58	 	0.00
	Crossed
    Group 17	 	 	 	5	 	FCRE
    REL, LLC	 	700
    North Sacramento Boulevard	 	700
    Sacramento Portfolio LLC	 	Office	 	16,500,000.00	 	8/10/2015	 	360	 	357	 	Gregory
    A. Gienko and Randall B. Kuhn	 	No	 	                 25,417.45
    	 	                 24,417.45
    	 	34,943.33	 	                                        2,254.42
    	 	                                                3,116.35
    
	Crossed
    Group 17	 	 	 	4	 	FCRE
    REL, LLC	 	627
    North Albany Avenue	 	627
    Albany Portfolio LLC	 	Industrial	 	3,500,000.00	 	8/10/2015	 	360	 	357	 	Gregory
    A. Gienko and Randall B. Kuhn	 	No	 	1,856.17	 	1,856.17	 	11,298.78	 	1,027.16	 	2,111.61
	18	 	 	 	10851	 	CGMRC	 	Iron
    Guard Storage Portfolio TX-AL	 	Lucky
    7 Equity IV, LLC, Conroe Mini Storage, LLC, Donna Mini Storage, LLC, Tomball Storage, LLC, Del Valle Storage, LLC, Canyon
    Lake Storage, LLC and Troy Mini Storage, LLC	 	 	 	18,550,000.00	 	10/16/2015	 	360	 	360	 	Chad
    D. Ross, David T. Ross, Kurtus A. Ross, Tyrrell G. Ross, Kimberly K. Michael	 	No	 	272,836.76	 	27,283.68	 	30,011.80	 	3,751.48	 	0.00
	18.01	 	 	 	10851-1	 	CGMRC	 	Iron
    Guard Storage Tomball	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	10851-2	 	CGMRC	 	Iron
    Guard Storage Del Valle	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	10851-3	 	CGMRC	 	Iron
    Guard Storage Montgomery	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	10851-4	 	CGMRC	 	Iron
    Guard Storage Canyon	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	10851-5	 	CGMRC	 	Iron
    Guard Storage Conroe	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	10851-6	 	CGMRC	 	Iron
    Guard Storage Donna	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	15091701	 	RMF	 	North
    Myrtle Beach Self Storage Portfolio	 	Prime
    High Ground, LLC and Prime Guardian, LLC	 	 	 	15,100,000.00	 	10/30/2015	 	360	 	360	 	Robert
    Moser and Robert Morgan	 	No	 	74,112.54	 	6,416.67	 	7,031.33	 	3,348.25	 	0.00
	19.01	 	 	 	15091701.01	 	RMF	 	High
    Ground Self Storage	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	 	 	15091701.02	 	RMF	 	Guardian
    Self Storage	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	 	 	15041704	 	RMF	 	Cortez
    Plaza East	 	Bradenton
    Associates Company, LLC	 	Retail	 	14,300,000.00	 	10/16/2015	 	360	 	360	 	Camille
    Mohaupt and Michael Lembo, Jr.	 	No	 	32,072.71	 	15,272.72	 	61,409.08	 	14,621.21	 	0.00
	21	 	 	 	10742	 	CGMRC	 	The
    Grove at San Angelo	 	MIMG
    LXXX San Angelo Sub, LLC and FREG Town Park San Angelo Sub, LLC	 	Multifamily	 	12,025,000.00	 	9/10/2015	 	360	 	360	 	C.
    Robert Nicolls, II	 	No	 	167,425.65	 	16,742.57	 	44,933.83	 	3,456.45	 	0.00
	22	 	(18)	 	 	 	RAIT
    Funding, LLC	 	411
    East Franklin Street	 	Jemal’s
    411 L.L.C.	 	Office	 	11,200,000.00	 	9/21/2015	 	360	 	358	 	Norman
    Jemal	 	No	 	86,890.80	 	14,481.80	 	25,619.11	 	802.73	 	0.00
	23	 	(19)	 	15032742	 	RMF	 	Canyon
    Corners	 	Canyon
    Corners, LLC	 	Retail	 	10,787,500.00	 	10/21/2015	 	360	 	360	 	Richard
    H. Hess and Jack A. Campbell	 	No	 	76,677.97	 	9,128.33	 	6,322.30	 	2,007.08	 	0.00
	24	 	(20)	 	 	 	RAIT
    Funding, LLC	 	Green
    Bay Packing Facility	 	Purple
    Rose (GB) Limited Partnership	 	Industrial	 	10,650,000.00	 	9/22/2015	 	300	 	298	 	Patrick
    A. Gouveia	 	No	 	49,162.54	 	12,290.63	 	99,978.00	 	12,497.25	 	275,000.00
	25	 	 	 	15072104	 	RMF	 	Great
    Value Portfolio	 	WC
    Mississippi Storage Portfolio I, LLC	 	 	 	9,590,000.00	 	9/18/2015	 	360	 	360	 	Natin
    Paul	 	No	 	89,149.41	 	8,490.42	 	36,705.73	 	4,369.73	 	0.00
	25.01	 	 	 	15072104.01	 	RMF	 	Uncle
    Bob’s Self Storage - Flowood	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	 	 	15072104.02	 	RMF	 	Uncle
    Bob’s Self Storage - Hattiesburg	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	 	 	15072104.03	 	RMF	 	Uncle
    Bob’s Self Storage - Brandon	 	 	 	Self
    Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	(21)	 	10764	 	CGMRC	 	Courtyard
    Marriott Lynchburg	 	Hotel
    Acquisitions I LLC	 	Hospitality	 	8,645,000.00	 	10/8/2015	 	360	 	359	 	Richard
    C. Pietrafesa, Jr., Peter Murphy, Cambridge Capital Family Partnership, LP, Sailaja Malireddy and Sharvani Mididaddi	 	No	 	57,789.38	 	8,255.63	 	9,317.70	 	3,105.90	 	0.00
	27	 	 	 	8949	 	CGMRC	 	Kensington
    Park & Dean Lakes	 	Kensington
    Retail Center, LLC and Dean Lakes Retail Center, LLC	 	 	 	6,775,000.00	 	10/27/2015	 	360	 	360	 	Patrick
    Hart, Charlie Traeger, Jay Scott and Steve Johnson	 	No	 	39,052.52	 	19,526.26	 	1,741.60	 	870.80	 	0.00
	27.01	 	 	 	10729	 	CGMRC	 	Kensington
    Park	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.02	 	 	 	10749	 	CGMRC	 	Dean
    Lakes	 	 	 	Retail	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	 	 	RAIT
    Funding, LLC	 	76
    Stirling Road	 	76SR,
    LLC	 	Office	 	6,200,000.00	 	7/14/2015	 	360	 	356	 	Eldad
    M. Levy	 	No	 	16,977.21	 	8,488.60	 	5,295.03	 	1,765.01	 	0.00
	29	 	 	 	9	 	FCRE
    REL, LLC	 	Turtle
    Cove Apartments	 	Wahoo
    Property Corporation and Emerald Point LTD. 	 	Multifamily	 	6,120,000.00	 	9/9/2015	 	360	 	360	 	David
    L. Buchanan	 	No	 	79,855.29	 	13,309.22	 	8,979.08	 	2,244.77	 	2,400.00
	30	 	(22)	 	 	 	RAIT
    Funding, LLC	 	Independence
    Village	 	Independence
    Amarillo Senior Housing	 	Multifamily	 	6,000,000.00	 	10/1/2015	 	0	 	0	 	Lou
    E. Mellman and Gary Collett	 	No	 	76,953.46	 	6,995.77	 	14,100.00	 	2,350.00	 	0.00
	31	 	 	 	16	 	FCRE
    REL, LLC	 	Aerovista
    Office Park	 	Sloport
    Investors II, L.P. and AP Sandman-895, LLC	 	Office	 	6,000,000.00	 	10/16/2015	 	360	 	359	 	PFH
    Holdings, LLC	 	No	 	43,768.24	 	5,471.03	 	6,792.25	 	2,264.08	 	834.32
	32	 	 	 	15051488	 	RMF	 	Fairfield
    Inn Fort Myers	 	OM
    Capital FM, LLC	 	Hospitality	 	6,000,000.00	 	9/28/2015	 	360	 	358	 	Dipesh
    Patel	 	No	 	36,938.66	 	4,397.46	 	16,512.80	 	2,621.08	 	0.00
	33	 	 	 	15061101	 	RMF	 	The
    Landings at Southgate	 	The
    Landings at Southgate I, LLC	 	Multifamily	 	5,850,000.00	 	9/29/2015	 	360	 	360	 	Bradley
    J. Emmert and Kimberly A. Emmert-O’Dell	 	No	 	38,072.48	 	6,043.25	 	4,208.17	 	2,003.89	 	0.00
	34	 	 	 	10477	 	CGMRC	 	White
    Oak Professional Center	 	White
    Oak Holdings, LLC	 	Office	 	5,700,000.00	 	9/24/2015	 	360	 	358	 	Robert
    L. Ward, Sr. and Louis A. Christina	 	No	 	85,544.20	 	7,128.68	 	3,105.90	 	1,552.95	 	0.00
	35	 	 	 	10694	 	CGMRC	 	Collegian
    Ann Arbor Office	 	Collegian
    Venture, L.L.C.	 	Office	 	5,450,000.00	 	10/28/2015	 	360	 	360	 	Patricia
    M. Fix and Hanson Investment, LLC	 	No	 	86,894.02	 	14,482.34	 	1,355.57	 	451.86	 	0.00
	36	 	 	 	 	 	RAIT
    Funding, LLC	 	Terrace
    Heights Apartments	 	Terrace
    Heights LLC	 	Multifamily	 	4,550,000.00	 	10/21/2015	 	360	 	359	 	Gregg
    S. Metheny and Heidi Metheny	 	No	 	24,503.10	 	6,125.78	 	10,854.39	 	3,618.13	 	50,000.00
	37	 	 	 	12	 	FCRE
    REL, LLC	 	Ventura
    Avenue Self Storage	 	Ventura
    Avenue Self-Storage Associates, L.P. 	 	Self
    Storage	 	4,000,000.00	 	10/1/2015	 	0	 	0	 	Carlo
    Sarmiento and William B. Kendall	 	No	 	4,824.56	 	4,824.56	 	899.83	 	899.83	 	1,704.70
	38	 	(23)	 	10603	 	CGMRC	 	Rite
    Aid Allentown	 	6822
    Hamilton Developers Corp	 	Retail	 	4,000,000.00	 	10/19/2015	 	360	 	360	 	Dmitry
    Volkov	 	No	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	39	 	 	 	10679	 	CGMRC	 	Commons
    at Kings Crossing	 	KLCL
    Kingwood Commons, LLC and Village Green Kingwood Commons, LLC	 	Retail	 	3,975,000.00	 	10/22/2015	 	360	 	360	 	David
    C. Hetherington and Kenneth D. Lawrence	 	No	 	115,295.41	 	10,481.40	 	9,230.90	 	1,153.86	 	0.00
	40	 	 	 	14110683	 	RMF	 	White
    Birch Village	 	White
    Birch SPE, LLC	 	Manufactured
    Housing	 	3,900,000.00	 	10/8/2015	 	360	 	358	 	Gregg
    L. Orley	 	No	 	19,552.73	 	3,724.33	 	18,422.02	 	1,949.42	 	0.00
	41	 	(24)	 	 	 	RAIT
    Funding, LLC	 	Elon
    Town Center	 	NMS
    - Elon Town Center, LLC	 	Mixed
    Use	 	3,825,000.00	 	10/30/2015	 	360	 	359	 	Roy
    M. Warren, William C. Fowler and Robert S. Kramer	 	No	 	11,488.86	 	2,872.22	 	883.22	 	441.61	 	0.00
	42	 	 	 	1	 	FCRE
    REL, LLC	 	Comfort
    Inn - Salem	 	Core
    Hospitality, LLC	 	Hospitality	 	3,650,000.00	 	3/26/2015	 	360	 	352	 	Dharmendra
    Patel	 	No	 	17,452.49	 	3,490.50	 	938.92	 	938.92	 	3,355.33
	43	 	 	 	3	 	FCRE
    REL, LLC	 	100
    & 200 Foxborough Boulevard	 	100
    & 200 Foxborough Boulevard Limited Partnership	 	 	 	3,500,000.00	 	7/10/2015	 	360	 	356	 	Charles
    E. Harlfinger	 	No	 	                 15,679.82
    	 	                 15,679.82
    	 	                                     19,103.50
    	 	                                        1,736.67
    	 	0.00
    
	44.01	 	 	 	3.1	 	FCRE
    REL, LLC	 	100
    Foxborough Boulevard	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	3.2	 	FCRE
    REL, LLC	 	200
    Foxborough Boulevard	 	 	 	Office	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	 	 	15	 	FCRE
    REL, LLC	 	Johnson
    Drive Self Storage	 	Shelby
    Sucar, L.P.	 	Self
    Storage	 	3,300,000.00	 	10/26/2015	 	0	 	0	 	Carlo
    Sarmiento, Susan Sarmiento, Glynne C. Couvillion and Gillian K. Couvillion	 	No	 	5,424.17	 	5,424.17	 	2,552.33	 	2,552.33	 	1,508.21
	45	 	(25)	 	10711	 	CGMRC	 	835
    Barrett Parkway	 	Cobb
    Opportunity Investors, LLC	 	Retail	 	3,300,000.00	 	10/16/2015	 	360	 	360	 	Jeffrey
    B. Kerker and Jan R. Saperstein	 	No	 	4,609.79	 	2,304.90	 	5,278.35	 	439.86	 	0.00
	46	 	(26)	 	 	 	RAIT
    Funding, LLC	 	Tractor
    Supply (Chandler)	 	Balaban
    Chandler, LLC	 	Retail	 	3,200,000.00	 	10/21/2015	 	360	 	360	 	Michael
    Balaban, Carolyn Balaban and The Michael and Carolyn Balaban Family Trust	 	No	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	47	 	 	 	 	 	RAIT
    Funding, LLC	 	Baker’s
    Landing Apartments	 	Bakers
    Landing, LLC	 	Multifamily	 	3,175,000.00	 	10/8/2015	 	360	 	359	 	Gregg
    S. Metheny and Heidi Metheny	 	No	 	9,345.57	 	2,336.39	 	18,666.78	 	1,696.98	 	0.00
	48	 	 	 	 	 	RAIT
    Funding, LLC	 	Cypress
    Mill Plaza	 	Epiphany
    Group, LP	 	Retail	 	2,850,000.00	 	10/8/2015	 	360	 	359	 	Diana
    Le Tran	 	No	 	44,282.60	 	4,025.69	 	11,295.12	 	941.26	 	35,000.00
	49	 	(27)	 	8	 	FCRE
    REL, LLC	 	Park
    Cedar Business Park	 	Park
    Cedar Associates Limited Partnership	 	Industrial	 	2,800,000.00	 	9/1/2015	 	360	 	357	 	K.
    Martin Waters III	 	No	 	4,366.71	 	4,366.71	 	5,640.00	 	626.67	 	1,489.86
	50	 	 	 	10690	 	CGMRC	 	Dutch
    Village 	 	JP-DV
    Ventures, LLC, Dutch SML, LLC and Dutch PBL, LLC	 	Retail	 	2,775,000.00	 	10/8/2015	 	360	 	360	 	Steven
    M. Levy, Peter B. Levy and Andrea L. Plotkin	 	No	 	14,885.26	 	3,721.31	 	4,104.19	 	1,368.06	 	0.00
	51	 	 	 	 	 	RAIT
    Funding, LLC	 	Walgreens-Mesa	 	Pacific
    WAG-Mesa LLC	 	Retail	 	2,700,000.00	 	9/24/2015	 	360	 	360	 	David
    S. Rosen	 	No	 	0.00	 	0.00	 	3,036.60	 	506.10	 	50,000.00
	52	 	 	 	17	 	FCRE
    REL, LLC	 	Heights
    Corner II	 	4625
    Donnelly LLC	 	Retail	 	2,665,000.00	 	10/20/2015	 	360	 	359	 	Loc
    Van Nguyen, Bay Thi Le, Phil Nguyen and Tawny Nguyen	 	No	 	7,529.54	 	7,529.54	 	2,244.33	 	2,244.33	 	464.75
	53	 	 	 	15081276	 	RMF	 	Aliso
    Creek Office Park	 	Parker
    Plano 4625, LLC	 	Office	 	2,650,000.00	 	9/28/2015	 	360	 	358	 	Douglas
    Dwyer O’Donnell	 	No	 	25,667.16	 	3,492.13	 	4,952.63	 	362.83	 	0.00
	54	 	 	 	15050501	 	RMF	 	Alabama
    Center	 	JK
    Arab LLC	 	Retail	 	2,500,000.00	 	10/21/2015	 	360	 	359	 	Jakob
    Kaiser and Charles Wachsler	 	No	 	18,615.02	 	1,611.69	 	3,516.01	 	1,674.29	 	0.00
	55	 	 	 	11	 	FCRE
    REL, LLC	 	3000
    West Marquette Road Apartments	 	3000
    W. Marquette, LP	 	Multifamily	 	2,381,250.00	 	9/29/2015	 	360	 	358	 	Hadar
    Goldman	 	No	 	9,826.05	 	4,913.03	 	2,242.00	 	2,242.00	 	2,125.00
	56	 	(28)	 	 	 	RAIT
    Funding, LLC	 	Sunrise
    Plaza	 	Sunrise
    Plaza Vero, LLC	 	Retail	 	2,325,000.00	 	10/29/2015	 	360	 	359	 	Lawrence
    W. Maxwell	 	No	 	3,004.69	 	3,004.69	 	5,099.40	 	1,019.88	 	0.00
	57	 	 	 	10	 	FCRE
    REL, LLC	 	Local
    Storage Center	 	Bouldin
    Ventures VI-A LLC	 	Self
    Storage	 	2,025,000.00	 	10/23/2015	 	360	 	359	 	Jeff
    Markey and Todd Erickson	 	No	 	49,065.78	 	4,906.58	 	1,493.92	 	1,493.92	 	648.75
	58	 	 	 	10788	 	CGMRC	 	Fairfield
    Bank	 	850
    East Developers, Inc.	 	Retail	 	2,000,000.00	 	10/28/2015	 	360	 	359	 	Dmitry
    Volkov	 	No	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	59	 	 	 	14	 	FCRE
    REL, LLC	 	Calder
    Center	 	Wat-Penn
    Developers, LLC	 	Retail	 	1,630,000.00	 	10/2/2015	 	360	 	358	 	Jerome
    J. Pennington, Bill J. Chen and Lynn B. Watkins	 	No	 	19,311.86	 	2,413.98	 	20,529.83	 	2,932.83	 	533.01
	60	 	 	 	7	 	FCRE
    REL, LLC	 	Access
    Self Storage	 	Mulberry
    Street Storage, LLC	 	Self
    Storage	 	1,548,750.00	 	8/20/2015	 	360	 	360	 	Michael
    B. Burnette and G. Thomas Minton, III	 	No	 	11,100.00	 	1,386.25	 	741.92	 	741.92	 	962.08
	61	 	 	 	13	 	FCRE
    REL, LLC	 	Pac
    Rat Self Storage	 	1260
    E Butler Road Self-Storage, LLC	 	Self
    Storage	 	1,537,500.00	 	9/30/2015	 	360	 	358	 	Paul
    E. Walker, Jr. and Franklin F. Adams	 	No	 	16,264.66	 	1,807.18	 	614.92	 	614.92	 	702.50
	62	 	 	 	6	 	FCRE
    REL, LLC	 	935
    West Randolph Street	 	Meridian
    Midwest 935 Randolph LLC	 	Mixed
    Use	 	1,250,000.00	 	8/10/2015	 	360	 	357	 	Gregory
    A. Gienko and Scott R. Maesel	 	No	 	842.08	 	842.08	 	2,205.18	 	200.47	 	679.64
	63	 	(29)	 	2	 	FCRE
    REL, LLC	 	Maple
    Square	 	5328
    Main LLC	 	Retail	 	1,100,000.00	 	5/7/2015	 	360	 	354	 	Louis
    Wolf Descendants Trust	 	No	 	22,972.01	 	5,743.00	 	0.00	 	1,042.58	 	337.25



 






    	 



    	 



    

 


	CGCMT
    2015-GC35 Supplemental Servicer Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control	 	 	 	Loan	 	Mortgage
    	 	 	 	Ongoing	 	Replacement
    	 	Upfront	 	Ongoing	 	 	 	Upfront
    Debt	 	Ongoing
    Debt  	 	Upfront
    Deferred	 	Ongoing
    Deferred	 	Upfront	 	Ongoing
	Number	 	Footnotes	 	Number	 	Loan
    Seller	 	Property
    Name	 	Replacement
    Reserve ($)	 	Reserve
    Caps ($)	 	TI/LC
    Reserve ($)	 	TI/LC
    Reserve ($)	 	TI/LC
    Caps ($)	 	Service
    Reserve ($)	 	Service
    Reserve ($)	 	 Maintenance
    Reserve ($)	 	 Maintenance
    Reserve ($)	 	Environmental
    Reserve ($)	 	Environmental
    Reserve ($)
	1	 	 	 	7NWJB6	 	GSMC	 	Paramus
    Park	 	0.00	 	77,218.00	 	0.00	 	0.00	 	308,871.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	2	 	(1)	 	5XJBY6	 	GSMC	 	590
    Madison Avenue	 	0.00	 	0.00	 	19,000,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	3	 	(2)
    (3)	 	5XKMW5	 	GSMC	 	South
    Plains Mall	 	0.00	 	127,068.00	 	0.00	 	0.00	 	508,298.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	4	 	(4)
    (5) (6)	 	5X2942	 	GSMC	 	Westin
    Boston Waterfront	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	300,000.00	 	0.00	 	0.00	 	0.00
	5	 	 	 	15073002	 	RMF	 	DoubleTree
    Jersey City	 	48,263.26	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	6	 	(7)	 	10610	 	CGMRC	 	Harbor
    Pointe Apartments	 	9,066.67	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	54,835.00	 	0.00	 	0.00	 	0.00
	7	 	(8)
    (9)	 	8788	 	CGMRC	 	Illinois
    Center	 	34,864.82	 	0.00	 	12,500,000.00	 	0.00	 	15,000,000.00	 	0.00	 	0.00	 	819,250.00	 	0.00	 	0.00	 	0.00
	7.01	 	 	 	10576	 	CGMRC	 	111
    East Wacker Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	10631	 	CGMRC	 	233
    North Michigan Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	(10)	 	8633	 	CGMRC	 	750
    Lexington Avenue	 	6,370.93	 	0.00	 	0.00	 	32,232.00	 	1,933,920.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	9	 	(11)	 	10558	 	CGMRC	 	Anchorage
    Marriott Downtown	 	91,186.70	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	1,875.00	 	0.00	 	0.00	 	0.00
	10	 	(12)
    (13)	 	7NN2T5	 	GSMC	 	Hammons
    Hotel Portfolio	 	360,432.50	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	10.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy
    Suites Concord, NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy
    Suites Murfreesboro, TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy
    Suites Norman, OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard
    by Marriott Dallas/Allen, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy
    Suites Huntsville, AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence
    Inn by Marriott Kansas City, MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	(14)	 	10602	 	CGMRC	 	JW
    Marriott Santa Monica Le Merigot	 	106,863.65	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	12	 	 	 	10682	 	CGMRC	 	Wilshire
    Catalina	 	3,746.88	 	0.00	 	0.00	 	18,847.06	 	1,130,823.00	 	0.00	 	0.00	 	24,937.50	 	0.00	 	0.00	 	0.00
	13	 	(15)
    (16)	 	10713	 	CGMRC	 	Chandler
    Forum	 	2,497.72	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	14	 	 	 	10632	 	CGMRC	 	Commerce
    Center	 	1,955.17	 	0.00	 	0.00	 	10,416.67	 	250,000.00	 	0.00	 	0.00	 	41,250.00	 	0.00	 	49,628.00	 	0.00
	15	 	 	 	15060908	 	RMF	 	Reynolds
    MHC Portfolio 4	 	5,237.50	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	203,162.50	 	0.00	 	0.00	 	0.00
	15.01	 	 	 	15060908.01	 	RMF	 	Willows	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	15060908.02	 	RMF	 	North
    Lamar MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	15060908.03	 	RMF	 	Midway
    Village	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	15060908.04	 	RMF	 	Pitcher
    Park & Pitcher North	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.05	 	 	 	15060908.05	 	RMF	 	Oak
    Grove	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.06	 	 	 	15060908.06	 	RMF	 	Apple
    Acres	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.07	 	 	 	15060908.07	 	RMF	 	Rolling
    Hills	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.08	 	 	 	15060908.08	 	RMF	 	North
    Star	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.09	 	 	 	15060908.09	 	RMF	 	Green
    Meadows	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.10	 	 	 	15060908.10	 	RMF	 	Ennis
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.11	 	 	 	15060908.11	 	RMF	 	Grafton	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.12	 	 	 	15060908.12	 	RMF	 	Cimarron
    Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.13	 	 	 	15060908.13	 	RMF	 	Walls
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	(17)	 	5X32Z8	 	GSMC	 	Oceaneering	 	0.00	 	46,168.20	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	20,000.00	 	0.00	 	0.00	 	0.00
	Crossed
    Group 17	 	 	 	5	 	FCRE
    REL, LLC	 	700
    North Sacramento Boulevard	 	                                                3,116.35
    	 	0.00	 	7,706.06	 	7,706.06	 	125,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	Crossed
    Group 17	 	 	 	4	 	FCRE
    REL, LLC	 	627
    North Albany Avenue	 	2,111.61	 	0.00	 	3,326.13	 	3,326.13	 	50,000.00	 	0.00	 	0.00	 	13,500.00	 	0.00	 	0.00	 	0.00
	18	 	 	 	10851	 	CGMRC	 	Iron
    Guard Storage Portfolio TX-AL	 	3,757.17	 	90,172.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	131,156.00	 	0.00	 	0.00	 	0.00
	18.01	 	 	 	10851-1	 	CGMRC	 	Iron
    Guard Storage Tomball	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	10851-2	 	CGMRC	 	Iron
    Guard Storage Del Valle	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	10851-3	 	CGMRC	 	Iron
    Guard Storage Montgomery	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	10851-4	 	CGMRC	 	Iron
    Guard Storage Canyon	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	10851-5	 	CGMRC	 	Iron
    Guard Storage Conroe	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	10851-6	 	CGMRC	 	Iron
    Guard Storage Donna	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	15091701	 	RMF	 	North
    Myrtle Beach Self Storage Portfolio	 	2,740.05	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	3,125.00	 	0.00	 	0.00	 	0.00
	19.01	 	 	 	15091701.01	 	RMF	 	High
    Ground Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	 	 	15091701.02	 	RMF	 	Guardian
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	 	 	15041704	 	RMF	 	Cortez
    Plaza East	 	2,202.05	 	0.00	 	0.00	 	6,950.66	 	0.00	 	0.00	 	0.00	 	254,850.00	 	0.00	 	0.00	 	0.00
	21	 	 	 	10742	 	CGMRC	 	The
    Grove at San Angelo	 	6,300.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	22	 	(18)	 	 	 	RAIT
    Funding, LLC	 	411
    East Franklin Street	 	2,334.00	 	0.00	 	850,000.00	 	0.00	 	850,000.00	 	0.00	 	0.00	 	85,000.00	 	0.00	 	0.00	 	0.00
	23	 	(19)	 	15032742	 	RMF	 	Canyon
    Corners	 	624.49	 	22,481.64	 	150,000.00	 	0.00	 	149,880.00	 	0.00	 	0.00	 	19,325.00	 	0.00	 	0.00	 	0.00
	24	 	(20)	 	 	 	RAIT
    Funding, LLC	 	Green
    Bay Packing Facility	 	8,347.35	 	0.00	 	0.00	 	11,924.78	 	429,292.08	 	0.00	 	0.00	 	69,375.00	 	0.00	 	0.00	 	0.00
	25	 	 	 	15072104	 	RMF	 	Great
    Value Portfolio	 	2,980.56	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	88,907.50	 	0.00	 	0.00	 	0.00
	25.01	 	 	 	15072104.01	 	RMF	 	Uncle
    Bob’s Self Storage - Flowood	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	 	 	15072104.02	 	RMF	 	Uncle
    Bob’s Self Storage - Hattiesburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	 	 	15072104.03	 	RMF	 	Uncle
    Bob’s Self Storage - Brandon	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	(21)	 	10764	 	CGMRC	 	Courtyard
    Marriott Lynchburg	 	10,304.67	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	27	 	 	 	8949	 	CGMRC	 	Kensington
    Park & Dean Lakes	 	601.67	 	0.00	 	0.00	 	4,498.58	 	269,914.80	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	27.01	 	 	 	10729	 	CGMRC	 	Kensington
    Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.02	 	 	 	10749	 	CGMRC	 	Dean
    Lakes	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	 	 	RAIT
    Funding, LLC	 	76
    Stirling Road	 	695.12	 	0.00	 	52,071.33	 	5,213.38	 	0.00	 	0.00	 	0.00	 	3,750.00	 	0.00	 	0.00	 	0.00
	29	 	 	 	9	 	FCRE
    REL, LLC	 	Turtle
    Cove Apartments	 	2,400.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	55,750.00	 	0.00	 	0.00	 	0.00
	30	 	(22)	 	 	 	RAIT
    Funding, LLC	 	Independence
    Village	 	3,387.50	 	112,500.00	 	0.00	 	0.00	 	0.00	 	35,433.27	 	0.00	 	7,800.00	 	0.00	 	0.00	 	0.00
	31	 	 	 	16	 	FCRE
    REL, LLC	 	Aerovista
    Office Park	 	834.32	 	0.00	 	175,000.00	 	7,300.27	 	0.00	 	0.00	 	0.00	 	243,750.00	 	0.00	 	0.00	 	0.00
	32	 	 	 	15051488	 	RMF	 	Fairfield
    Inn Fort Myers	 	7,068.77	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	33	 	 	 	15061101	 	RMF	 	The
    Landings at Southgate	 	2,333.33	 	56,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	34	 	 	 	10477	 	CGMRC	 	White
    Oak Professional Center	 	1,003.50	 	36,126.00	 	150,000.00	 	5,017.42	 	180,627.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	35	 	 	 	10694	 	CGMRC	 	Collegian
    Ann Arbor Office	 	569.67	 	20,508.12	 	63,750.00	 	2,191.08	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	36	 	 	 	 	 	RAIT
    Funding, LLC	 	Terrace
    Heights Apartments	 	4,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	59,750.00	 	0.00	 	0.00	 	0.00
	37	 	 	 	12	 	FCRE
    REL, LLC	 	Ventura
    Avenue Self Storage	 	1,704.70	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	38	 	(23)	 	10603	 	CGMRC	 	Rite
    Aid Allentown	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	39	 	 	 	10679	 	CGMRC	 	Commons
    at Kings Crossing	 	793.58	 	0.00	 	0.00	 	1,954.83	 	66,441.00	 	0.00	 	0.00	 	4,437.00	 	0.00	 	0.00	 	0.00
	40	 	 	 	14110683	 	RMF	 	White
    Birch Village	 	2,816.67	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	22,281.00	 	0.00	 	0.00	 	0.00
	41	 	(24)	 	 	 	RAIT
    Funding, LLC	 	Elon
    Town Center	 	329.47	 	0.00	 	50,000.00	 	0.00	 	50,000.00	 	0.00	 	0.00	 	20,000.00	 	0.00	 	0.00	 	0.00
	42	 	 	 	1	 	FCRE
    REL, LLC	 	Comfort
    Inn - Salem	 	3,355.33	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	43	 	 	 	3	 	FCRE
    REL, LLC	 	100
    & 200 Foxborough Boulevard	 	0.00
    	 	0.00	 	8,715.42	 	8,715.42	 	250,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	44.01	 	 	 	3.1	 	FCRE
    REL, LLC	 	100
    Foxborough Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	3.2	 	FCRE
    REL, LLC	 	200
    Foxborough Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	 	 	15	 	FCRE
    REL, LLC	 	Johnson
    Drive Self Storage	 	1,508.21	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	13,500.00	 	0.00	 	0.00	 	0.00
	45	 	(25)	 	10711	 	CGMRC	 	835
    Barrett Parkway	 	198.33	 	0.00	 	50,000.00	 	0.00	 	50,000.00	 	0.00	 	0.00	 	7,500.00	 	0.00	 	0.00	 	0.00
	46	 	(26)	 	 	 	RAIT
    Funding, LLC	 	Tractor
    Supply (Chandler)	 	271.30	 	9,765.90	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	47	 	 	 	 	 	RAIT
    Funding, LLC	 	Baker’s
    Landing Apartments	 	897.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	48	 	 	 	 	 	RAIT
    Funding, LLC	 	Cypress
    Mill Plaza	 	150.00	 	0.00	 	0.00	 	1,500.00	 	90,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	49	 	(27)	 	8	 	FCRE
    REL, LLC	 	Park
    Cedar Business Park	 	1,489.86	 	0.00	 	75,000.00	 	0.00	 	75,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	50	 	 	 	10690	 	CGMRC	 	Dutch
    Village 	 	1,455.00	 	100,000.00	 	29,100.00	 	2,425.00	 	100,000.00	 	0.00	 	0.00	 	41,813.00	 	0.00	 	0.00	 	0.00
	51	 	 	 	 	 	RAIT
    Funding, LLC	 	Walgreens-Mesa	 	194.04	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	4,750.00	 	0.00	 	0.00	 	0.00
	52	 	 	 	17	 	FCRE
    REL, LLC	 	Heights
    Corner II	 	464.75	 	0.00	 	65,000.00	 	1,884.13	 	100,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	53	 	 	 	15081276	 	RMF	 	Aliso
    Creek Office Park	 	292.44	 	0.00	 	0.00	 	1,256.21	 	0.00	 	0.00	 	0.00	 	19,625.00	 	0.00	 	0.00	 	0.00
	54	 	 	 	15050501	 	RMF	 	Alabama
    Center	 	912.25	 	0.00	 	0.00	 	1,824.50	 	0.00	 	0.00	 	0.00	 	9,375.00	 	0.00	 	0.00	 	0.00
	55	 	 	 	11	 	FCRE
    REL, LLC	 	3000
    West Marquette Road Apartments	 	2,125.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	35,750.00	 	0.00	 	0.00	 	0.00
	56	 	(28)	 	 	 	RAIT
    Funding, LLC	 	Sunrise
    Plaza	 	301.00	 	0.00	 	100,000.00	 	0.00	 	100,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	57	 	 	 	10	 	FCRE
    REL, LLC	 	Local
    Storage Center	 	648.75	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	58	 	 	 	10788	 	CGMRC	 	Fairfield
    Bank	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	59	 	 	 	14	 	FCRE
    REL, LLC	 	Calder
    Center	 	533.01	 	0.00	 	1,453.65	 	1,453.65	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	60	 	 	 	7	 	FCRE
    REL, LLC	 	Access
    Self Storage	 	962.08	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	7,962.50	 	0.00	 	0.00	 	0.00
	61	 	 	 	13	 	FCRE
    REL, LLC	 	Pac
    Rat Self Storage	 	702.50	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	4,813.00	 	0.00	 	0.00	 	0.00
	62	 	 	 	6	 	FCRE
    REL, LLC	 	935
    West Randolph Street	 	679.64	 	0.00	 	574.08	 	574.08	 	35,000.00	 	0.00	 	0.00	 	4,219.00	 	0.00	 	0.00	 	0.00
	63	 	(29)	 	2	 	FCRE
    REL, LLC	 	Maple
    Square	 	337.25	 	0.00	 	75,000.00	 	0.00	 	75,000.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00



 






    	 



    	 



    

 


	CGCMT
    2015-GC35 Supplemental Servicer Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	                Grace	 	          Grace	 	Residual	 	Lease	 	 
	Control	 	 	 	Loan	 	Mortgage
    	 	 	 	Upfront	 	Ongoing	 	Other
    Reserve	 	Period-	 	Period-	 	Value	 	 Enhancement	 	Environmental
	Number	 	Footnotes	 	Number	 	Loan
    Seller	 	Property
    Name	 	 Other
    Reserve ($)	 	 Other
    Reserve ($)	 	Description	 	Default	 	Late
    Fee	 	Insurance	 	Insurance	 	Insurance
	1	 	 	 	7NWJB6	 	GSMC	 	Paramus
    Park	 	0.00	 	0.00	 	 	 	5	 	5	 	No	 	No	 	No
	2	 	(1)	 	5XJBY6	 	GSMC	 	590
    Madison Avenue	 	32,111,456.48	 	0.00	 	Unfunded
    Obligations Reserve	 	Later
    to occur of two business days following receipt of written notice or 5 days	 	5	 	No	 	No	 	No
	3	 	(2)
    (3)	 	5XKMW5	 	GSMC	 	South
    Plains Mall	 	0.00	 	0.00	 	 	 	0	 	5	 	No	 	No	 	No
	4	 	(4)
    (5) (6)	 	5X2942	 	GSMC	 	Westin
    Boston Waterfront	 	3,500,000.00	 	62,500.00	 	Plaza
    Reserves Holdback ($3,000,000), Ground Rent Holdback ($500,000), Monthly Ground Rent Reserve ($62,500)	 	3
    days grace, once per trailing 12-month period	 	3
    days grace, once per trailing 12-month period	 	No	 	No	 	No
	5	 	 	 	15073002	 	RMF	 	DoubleTree
    Jersey City	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	6	 	(7)	 	10610	 	CGMRC	 	Harbor
    Pointe Apartments	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	7	 	(8)
    (9)	 	8788	 	CGMRC	 	Illinois
    Center	 	17,363,372.56	 	0.00	 	Rent
    Concessions Reserve ($9,522,057.69); Unfunded Obligations ($7,841,314.87)	 	0	 	0	 	No	 	No	 	No
	7.01	 	 	 	10576	 	CGMRC	 	111
    East Wacker Drive	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	7.02	 	 	 	10631	 	CGMRC	 	233
    North Michigan Avenue	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	8	 	(10)	 	8633	 	CGMRC	 	750
    Lexington Avenue	 	8,446,960.00	 	348,480.00	 	Locke
    Lorde Reserve ($7,750,000); Upfront Ground Rent Reserve ($696,960); Monthly Ground Rent Reserve ($348,480)	 	0	 	0	 	No	 	No	 	No
	9	 	(11)	 	10558	 	CGMRC	 	Anchorage
    Marriott Downtown	 	365,104.00	 	0.00	 	Seasonality
    Reserve ($362,604); Comfort Letter Reserve ($2,500)	 	0	 	0	 	No	 	No	 	No
	10	 	(12)
    (13)	 	7NN2T5	 	GSMC	 	Hammons
    Hotel Portfolio	 	8,562,974.26	 	98,158.97	 	PIP
    Reserve ($5,000,000 Renaissance Glendale, AZ, $1,940,000 Courtyard Allen, TX, $950,000 Residence Inn Kansas City, MO); Upfront
    Ground Rent Reserve ($672,974) and Monthly Ground Rent Reserve ($98,159)	 	0	 	0	 	No	 	No	 	No
	10.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy
    Suites Concord, NC	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	10.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy
    Suites Murfreesboro, TN	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	10.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy
    Suites Norman, OK	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	10.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard
    by Marriott Dallas/Allen, TX	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	10.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	10.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy
    Suites Huntsville, AL	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	10.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence
    Inn by Marriott Kansas City, MO	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	11	 	(14)	 	10602	 	CGMRC	 	JW
    Marriott Santa Monica Le Merigot	 	10,546,162.11	 	136,125.00	 	Ground
    Rent Reset Economic Holdback ($9,881,593.11); Seasonality Reserve ($389,819); Ground Lease Reserve ($272,250) and Monthly
    Ground Lease Reserve ($136,125); Comfort Letter Reserve ($2,500)	 	0	 	0	 	No	 	No	 	No
	12	 	 	 	10682	 	CGMRC	 	Wilshire
    Catalina	 	67,651.09	 	0.00	 	Free
    Rent Reserve	 	0	 	5
    days grace, once per calendar year	 	No	 	No	 	No
	13	 	(15)
    (16)	 	10713	 	CGMRC	 	Chandler
    Forum	 	957,268.44	 	0.00	 	Unfunded
    Obligations Reserve Account ($601,835) and Free Rent Reserve ($355,433.44)	 	0	 	0	 	No	 	No	 	No
	14	 	 	 	10632	 	CGMRC	 	Commerce
    Center	 	153,000.00	 	0.00	 	Perfect
    Foods Rent Reserve ($90,000); Parking Repair Reserve ($63,000)	 	0	 	0	 	No	 	No	 	No
	15	 	 	 	15060908	 	RMF	 	Reynolds
    MHC Portfolio 4	 	1,485,000.00	 	0.00	 	Borrower
    Owned Home Reserve	 	0	 	0	 	No	 	No	 	No
	15.01	 	 	 	15060908.01	 	RMF	 	Willows	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.02	 	 	 	15060908.02	 	RMF	 	North
    Lamar MHC	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.03	 	 	 	15060908.03	 	RMF	 	Midway
    Village	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.04	 	 	 	15060908.04	 	RMF	 	Pitcher
    Park & Pitcher North	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.05	 	 	 	15060908.05	 	RMF	 	Oak
    Grove	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.06	 	 	 	15060908.06	 	RMF	 	Apple
    Acres	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.07	 	 	 	15060908.07	 	RMF	 	Rolling
    Hills	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.08	 	 	 	15060908.08	 	RMF	 	North
    Star	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.09	 	 	 	15060908.09	 	RMF	 	Green
    Meadows	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.10	 	 	 	15060908.10	 	RMF	 	Ennis
    MHC	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.11	 	 	 	15060908.11	 	RMF	 	Grafton	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.12	 	 	 	15060908.12	 	RMF	 	Cimarron
    Park	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	15.13	 	 	 	15060908.13	 	RMF	 	Walls
    MHC	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	16	 	(17)	 	5X32Z8	 	GSMC	 	Oceaneering	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	Crossed
    Group 17	 	 	 	5	 	FCRE
    REL, LLC	 	700
    North Sacramento Boulevard	 	660,000.00	 	0.00	 	 GSA
    Lease Reserve 	 	0	 	0	 	No	 	No	 	No
	Crossed
    Group 17	 	 	 	4	 	FCRE
    REL, LLC	 	627
    North Albany Avenue	 	129,000.00	 	0.00	 	 Lease
    Termination Reserve 	 	0	 	0	 	No	 	No	 	No
	18	 	 	 	10851	 	CGMRC	 	Iron
    Guard Storage Portfolio TX-AL	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	18.01	 	 	 	10851-1	 	CGMRC	 	Iron
    Guard Storage Tomball	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	18.02	 	 	 	10851-2	 	CGMRC	 	Iron
    Guard Storage Del Valle	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	18.03	 	 	 	10851-3	 	CGMRC	 	Iron
    Guard Storage Montgomery	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	18.04	 	 	 	10851-4	 	CGMRC	 	Iron
    Guard Storage Canyon	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	18.05	 	 	 	10851-5	 	CGMRC	 	Iron
    Guard Storage Conroe	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	18.06	 	 	 	10851-6	 	CGMRC	 	Iron
    Guard Storage Donna	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	19	 	 	 	15091701	 	RMF	 	North
    Myrtle Beach Self Storage Portfolio	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	19.01	 	 	 	15091701.01	 	RMF	 	High
    Ground Self Storage	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	19.02	 	 	 	15091701.02	 	RMF	 	Guardian
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	20	 	 	 	15041704	 	RMF	 	Cortez
    Plaza East	 	1,044,135.00	 	0.00	 	Five
    Below TI Reserve Funds (Upfront: $657,769); Five Below Rent Reserve Funds (Upfront: $148,157); Twistee Treat TI Reserve Funds
    (Upfront: $134,158); Roof Warranty Funds (Upfront: $89,895); Twistee Treat Rent Reserve Funds (Upfront: $14,156)	 	0	 	0	 	No	 	No	 	No
	21	 	 	 	10742	 	CGMRC	 	The
    Grove at San Angelo	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	22	 	(18)	 	 	 	RAIT
    Funding, LLC	 	411
    East Franklin Street	 	443,161.78	 	0.00	 	Free
    Rent Reserve (214,129.71); Outstanding TI Holdback (120,000); Supplemental TI/LC Reserve (109,032.07)	 	5	 	5	 	No	 	No	 	No
	23	 	(19)	 	15032742	 	RMF	 	Canyon
    Corners	 	104,166.80	 	0.00	 	Goodwill
    TI Loan Fund ($104,166.80)	 	0	 	0	 	No	 	No	 	No
	24	 	(20)	 	 	 	RAIT
    Funding, LLC	 	Green
    Bay Packing Facility	 	835,074.95	 	0.00	 	Litigation
    Reserve (660,074.95); Capital Expense Reserve (175,000)	 	5	 	5	 	No	 	No	 	No
	25	 	 	 	15072104	 	RMF	 	Great
    Value Portfolio	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	25.01	 	 	 	15072104.01	 	RMF	 	Uncle
    Bob’s Self Storage - Flowood	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	25.02	 	 	 	15072104.02	 	RMF	 	Uncle
    Bob’s Self Storage - Hattiesburg	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	25.03	 	 	 	15072104.03	 	RMF	 	Uncle
    Bob’s Self Storage - Brandon	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	26	 	(21)	 	10764	 	CGMRC	 	Courtyard
    Marriott Lynchburg	 	2,118,960.00	 	0.00	 	PIP
    Reserve	 	0	 	0	 	No	 	No	 	No
	27	 	 	 	8949	 	CGMRC	 	Kensington
    Park & Dean Lakes	 	49,840.00	 	0.00	 	Labor
    Ready Unfunded Obligations ($34,840), Chipotle Unfunded Obligations ($15,000)	 	0	 	0	 	No	 	No	 	No
	27.01	 	 	 	10729	 	CGMRC	 	Kensington
    Park	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	27.02	 	 	 	10749	 	CGMRC	 	Dean
    Lakes	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	28	 	 	 	 	 	RAIT
    Funding, LLC	 	76
    Stirling Road	 	15,813.18	 	0.00	 	Rent
    Concession Reserve	 	5	 	5	 	No	 	No	 	No
	29	 	 	 	9	 	FCRE
    REL, LLC	 	Turtle
    Cove Apartments	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	30	 	(22)	 	 	 	RAIT
    Funding, LLC	 	Independence
    Village	 	0.00	 	0.00	 	 	 	5	 	5	 	No	 	No	 	No
	31	 	 	 	16	 	FCRE
    REL, LLC	 	Aerovista
    Office Park	 	112,255.00	 	0.00	 	 Water
    Board Tenant Improvement Reserve 	 	0	 	0	 	No	 	No	 	No
	32	 	 	 	15051488	 	RMF	 	Fairfield
    Inn Fort Myers	 	728,178.00	 	0.00	 	Property
    Improvement Funds ($628,177.50); Seasonality Fund ($100,000)	 	0	 	0	 	No	 	No	 	No
	33	 	 	 	15061101	 	RMF	 	The
    Landings at Southgate	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	34	 	 	 	10477	 	CGMRC	 	White
    Oak Professional Center	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	35	 	 	 	10694	 	CGMRC	 	Collegian
    Ann Arbor Office	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	36	 	 	 	 	 	RAIT
    Funding, LLC	 	Terrace
    Heights Apartments	 	0.00	 	0.00	 	 	 	5	 	5	 	No	 	No	 	No
	37	 	 	 	12	 	FCRE
    REL, LLC	 	Ventura
    Avenue Self Storage	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	38	 	(23)	 	10603	 	CGMRC	 	Rite
    Aid Allentown	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	39	 	 	 	10679	 	CGMRC	 	Commons
    at Kings Crossing	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	40	 	 	 	14110683	 	RMF	 	White
    Birch Village	 	2,100.00	 	0.00	 	Borrower
    Owned Home Titling Reserve	 	0	 	0	 	No	 	No	 	No
	41	 	(24)	 	 	 	RAIT
    Funding, LLC	 	Elon
    Town Center	 	0.00	 	0.00	 	 	 	5	 	5	 	No	 	No	 	No
	42	 	 	 	1	 	FCRE
    REL, LLC	 	Comfort
    Inn - Salem	 	312,500.00	 	0.00	 	 PIP
    Reserve 	 	0	 	0	 	No	 	No	 	No
	43	 	 	 	3	 	FCRE
    REL, LLC	 	100
    & 200 Foxborough Boulevard	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	44.01	 	 	 	3.1	 	FCRE
    REL, LLC	 	100
    Foxborough Boulevard	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	44.02	 	 	 	3.2	 	FCRE
    REL, LLC	 	200
    Foxborough Boulevard	 	 	 	 	 	 	 	 	 	 	 	No	 	No	 	No
	44	 	 	 	15	 	FCRE
    REL, LLC	 	Johnson
    Drive Self Storage	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	45	 	(25)	 	10711	 	CGMRC	 	835
    Barrett Parkway	 	101,644.00	 	0.00	 	Designated
    Tenant Reserve	 	0	 	0	 	No	 	No	 	No
	46	 	(26)	 	 	 	RAIT
    Funding, LLC	 	Tractor
    Supply (Chandler)	 	0.00	 	0.00	 	 	 	5	 	5	 	No	 	No	 	No
	47	 	 	 	 	 	RAIT
    Funding, LLC	 	Baker’s
    Landing Apartments	 	0.00	 	0.00	 	 	 	5	 	5	 	No	 	No	 	No
	48	 	 	 	 	 	RAIT
    Funding, LLC	 	Cypress
    Mill Plaza	 	49,106.51	 	0.00	 	Association
    Fees Reserve (25,106.51); Chipotle Abatement Reserve (24,000)	 	5	 	5	 	No	 	No	 	No
	49	 	(27)	 	8	 	FCRE
    REL, LLC	 	Park
    Cedar Business Park	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	50	 	 	 	10690	 	CGMRC	 	Dutch
    Village 	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	51	 	 	 	 	 	RAIT
    Funding, LLC	 	Walgreens-Mesa	 	0.00	 	0.00	 	 	 	5	 	5	 	No	 	No	 	No
	52	 	 	 	17	 	FCRE
    REL, LLC	 	Heights
    Corner II	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	53	 	 	 	15081276	 	RMF	 	Aliso
    Creek Office Park	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	54	 	 	 	15050501	 	RMF	 	Alabama
    Center	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	55	 	 	 	11	 	FCRE
    REL, LLC	 	3000
    West Marquette Road Apartments	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	56	 	(28)	 	 	 	RAIT
    Funding, LLC	 	Sunrise
    Plaza	 	23,980.12	 	0.00	 	Great
    Clips TI/LC Reserve (19,622.76); Great Clips Rent Concession Reserve (4,357.36)	 	5	 	5	 	No	 	No	 	No
	57	 	 	 	10	 	FCRE
    REL, LLC	 	Local
    Storage Center	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	58	 	 	 	10788	 	CGMRC	 	Fairfield
    Bank	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	59	 	 	 	14	 	FCRE
    REL, LLC	 	Calder
    Center	 	8,362.00	 	0.00	 	 Rent
    Abatement Reserve 	 	0	 	0	 	No	 	No	 	No
	60	 	 	 	7	 	FCRE
    REL, LLC	 	Access
    Self Storage	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	61	 	 	 	13	 	FCRE
    REL, LLC	 	Pac
    Rat Self Storage	 	0.00	 	0.00	 	 	 	0	 	0	 	No	 	No	 	No
	62	 	 	 	6	 	FCRE
    REL, LLC	 	935
    West Randolph Street	 	32,000.00	 	0.00	 	 Rent
    Abatement Reserve 	 	0	 	0	 	No	 	No	 	No
	63	 	(29)	 	2	 	FCRE
    REL, LLC	 	Maple
    Square	 	8,065.00	 	0.00	 	 Lease
    Termination Reserve 	 	0	 	0	 	No	 	No	 	No



 






    	 



    	 



    

 


	CGCMT
    2015-GC35 Supplemental Servicer Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Monthly	 	Interest	 	 	 	 	 	 	 	 	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan
	Control	 	 	 	Loan	 	Mortgage
    	 	 	 	O&M	 	Cash	 	 	 	Units,
    Pads,	 	Unit	 	Debt	 	Accrual	 	Administrative	 	Ground	 	 	 	Serviced
    Companion	 	Monthly
    Debt	 	Interest
    Accrual
	Number	 	Footnotes	 	Number	 	Loan
    Seller	 	Property
    Name	 	Required	 	Management	 	Lockbox	 	Rooms,
    Sq Ft	 	Description	 	Service
    ($)	 	Method	 	Fee
    Rate (%)	 	Lease
    Y/N	 	Prepayment
    Provision	 	Loan
    Flag	 	Service
    ($)	 	Method
	1	 	 	 	7NWJB6	 	GSMC	 	Paramus
    Park	 	Yes
    - ACM	 	Springing	 	Hard	 	308,871
    	 	sf	 	413,007.64	 	Actual/360	 	0.01030%	 	Yes	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	2	 	(1)	 	5XJBY6	 	GSMC	 	590
    Madison Avenue	 	No	 	Springing	 	Hard	 	1,035,003
    	 	sf	 	322,332.18	 	Actual/360	 	0.01030%	 	No	 	Lockout/0_>YM
    or 1%/26_Defeasance or >YM or 1%/87_0%/7	 	 	 	 	 	 
	3	 	(2)
    (3)	 	5XKMW5	 	GSMC	 	South
    Plains Mall	 	No	 	Springing	 	Hard	 	983,517
    	 	sf	 	356,593.17	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_>YM
    or 1%/91_0%/4	 	 	 	 	 	 
	4	 	(4)
    (5) (6)	 	5X2942	 	GSMC	 	Westin
    Boston Waterfront	 	No	 	In
    Place	 	Hard	 	793
    	 	Rooms	 	398,626.45	 	Actual/360	 	0.01030%	 	Yes	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	5	 	 	 	15073002	 	RMF	 	DoubleTree
    Jersey City	 	No	 	Springing	 	Hard	 	198	 	Rooms	 	320,444.87	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	6	 	(7)	 	10610	 	CGMRC	 	Harbor
    Pointe Apartments	 	No	 	Springing	 	Springing	 	544	 	Units	 	241,305.56	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	Yes	 	201,087.96	 	Actual/360
	7	 	(8)
    (9)	 	8788	 	CGMRC	 	Illinois
    Center	 	Various	 	Springing	 	Hard	 	2,091,889	 	sf	 	303,832.96	 	Actual/360	 	0.01030%	 	No	 	Lockout/28_Defeasance/87_0%/5	 	 	 	 	 	 
	7.01	 	 	 	10576	 	CGMRC	 	111
    East Wacker Drive	 	Yes
    - ACM	 	 	 	 	 	1,018,462	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	7.02	 	 	 	10631	 	CGMRC	 	233
    North Michigan Avenue	 	No	 	 	 	 	 	1,073,427	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	8	 	(10)	 	8633	 	CGMRC	 	750
    Lexington Avenue	 	Yes
    - ACM	 	Springing	 	Hard	 	382,256	 	sf	 	231,895.54	 	Actual/360	 	0.01030%	 	Yes	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	9	 	(11)	 	10558	 	CGMRC	 	Anchorage
    Marriott Downtown	 	No	 	Springing	 	Hard	 	392	 	Rooms	 	196,268.54	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/92_0%/3	 	Yes	 	196,268.54	 	Actual/360
	10	 	(12)
    (13)	 	7NN2T5	 	GSMC	 	Hammons
    Hotel Portfolio	 	No	 	Springing	 	Hard	 	1,869
    	 	Rooms	 	176,481.49	 	Actual/360	 	0.01030%	 	Various	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	10.01	 	 	 	7NN2T5-1	 	GSMC	 	Embassy
    Suites Concord, NC	 	No	 	 	 	 	 	308
    	 	Rooms	 	 	 	 	 	 	 	Yes	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NN2T5-2	 	GSMC	 	Embassy
    Suites Murfreesboro, TN	 	No	 	 	 	 	 	283
    	 	Rooms	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NN2T5-3	 	GSMC	 	Embassy
    Suites Norman, OK	 	No	 	 	 	 	 	283
    	 	Rooms	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NN2T5-4	 	GSMC	 	Courtyard
    by Marriott Dallas/Allen, TX	 	No	 	 	 	 	 	228
    	 	Rooms	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NN2T5-7	 	GSMC	 	Renaissance
    by Marriott Phoenix/Glendale, AZ	 	No	 	 	 	 	 	320
    	 	Rooms	 	 	 	 	 	 	 	Yes	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NN2T5-6	 	GSMC	 	Embassy
    Suites Huntsville, AL	 	No	 	 	 	 	 	295
    	 	Rooms	 	 	 	 	 	 	 	Yes	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NN2T5-5	 	GSMC	 	Residence
    Inn by Marriott Kansas City, MO	 	No	 	 	 	 	 	152
    	 	Rooms	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	11	 	(14)	 	10602	 	CGMRC	 	JW
    Marriott Santa Monica Le Merigot	 	No	 	In
    Place	 	Hard	 	175	 	Rooms	 	166,916.77	 	Actual/360	 	0.01030%	 	Yes	 	Lockout/23_>YM
    or 1%/2_Defeasance or >YM or 1%/32_0%/3	 	Yes	 	166,916.77	 	Actual/360
	12	 	 	 	10682	 	CGMRC	 	Wilshire
    Catalina	 	Yes
    - ACM	 	Springing	 	Hard	 	226,165	 	sf	 	135,844.15	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/31_0%/4	 	 	 	 	 	 
	13	 	(15)
    (16)	 	10713	 	CGMRC	 	Chandler
    Forum	 	No	 	Springing	 	Hard	 	149,863	 	sf	 	125,206.66	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	14	 	 	 	10632	 	CGMRC	 	Commerce
    Center	 	Yes
    - ACM	 	Springing	 	Hard	 	156,412	 	sf	 	109,065.99	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	15	 	 	 	15060908	 	RMF	 	Reynolds
    MHC Portfolio 4	 	Yes	 	Springing	 	Springing	 	1,119	 	Pads	 	117,685.69	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	15.01	 	 	 	15060908.01	 	RMF	 	Willows	 	Yes	 	 	 	 	 	121	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.02	 	 	 	15060908.02	 	RMF	 	North
    Lamar MHC	 	Yes	 	 	 	 	 	69	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.03	 	 	 	15060908.03	 	RMF	 	Midway
    Village	 	Yes	 	 	 	 	 	69	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.04	 	 	 	15060908.04	 	RMF	 	Pitcher
    Park & Pitcher North	 	Yes	 	 	 	 	 	149	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.05	 	 	 	15060908.05	 	RMF	 	Oak
    Grove	 	Yes	 	 	 	 	 	91	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.06	 	 	 	15060908.06	 	RMF	 	Apple
    Acres	 	Yes	 	 	 	 	 	45	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.07	 	 	 	15060908.07	 	RMF	 	Rolling
    Hills	 	Yes	 	 	 	 	 	101	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.08	 	 	 	15060908.08	 	RMF	 	North
    Star	 	Yes	 	 	 	 	 	78	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.09	 	 	 	15060908.09	 	RMF	 	Green
    Meadows	 	Yes	 	 	 	 	 	114	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.10	 	 	 	15060908.10	 	RMF	 	Ennis
    MHC	 	Yes	 	 	 	 	 	92	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.11	 	 	 	15060908.11	 	RMF	 	Grafton	 	Yes	 	 	 	 	 	61	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.12	 	 	 	15060908.12	 	RMF	 	Cimarron
    Park	 	Yes	 	 	 	 	 	48	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	15.13	 	 	 	15060908.13	 	RMF	 	Walls
    MHC	 	Yes	 	 	 	 	 	81	 	Pads	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	16	 	(17)	 	5X32Z8	 	GSMC	 	Oceaneering	 	No	 	In
    Place	 	Hard	 	153,894
    	 	sf	 	79,453.40	 	Actual/360	 	0.03030%	 	No	 	Lockout/25_Defeasance/88_0%/7	 	 	 	 	 	 
	Crossed
    Group 17	 	 	 	5	 	FCRE
    REL, LLC	 	700
    North Sacramento Boulevard	 	No	 	Springing	 	Soft	 	149,585	 	sf	 	83,799.27	 	Actual/360	 	0.01030%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	Crossed
    Group 17	 	 	 	4	 	FCRE
    REL, LLC	 	627
    North Albany Avenue	 	No	 	Springing	 	Soft	 	67,650	 	sf	 	17,692.42	 	Actual/360	 	0.01030%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	18	 	 	 	10851	 	CGMRC	 	Iron
    Guard Storage Portfolio TX-AL	 	Various	 	Springing	 	Springing	 	450,864	 	sf	 	95,428.40	 	Actual/360	 	0.04030%	 	No	 	Lockout/25_Defeasance/32_0%/3	 	 	 	 	 	 
	18.01	 	 	 	10851-1	 	CGMRC	 	Iron
    Guard Storage Tomball	 	No	 	 	 	 	 	73,700	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	18.02	 	 	 	10851-2	 	CGMRC	 	Iron
    Guard Storage Del Valle	 	No	 	 	 	 	 	67,188	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	18.03	 	 	 	10851-3	 	CGMRC	 	Iron
    Guard Storage Montgomery	 	Yes
    - ACM	 	 	 	 	 	134,850	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	18.04	 	 	 	10851-4	 	CGMRC	 	Iron
    Guard Storage Canyon	 	No	 	 	 	 	 	57,500	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	18.05	 	 	 	10851-5	 	CGMRC	 	Iron
    Guard Storage Conroe	 	No	 	 	 	 	 	59,513	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	18.06	 	 	 	10851-6	 	CGMRC	 	Iron
    Guard Storage Donna	 	No	 	 	 	 	 	58,113	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	19	 	 	 	15091701	 	RMF	 	North
    Myrtle Beach Self Storage Portfolio	 	Yes	 	Springing	 	Springing	 	219,204	 	sf	 	78,314.31	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	19.01	 	 	 	15091701.01	 	RMF	 	High
    Ground Self Storage	 	Yes	 	 	 	 	 	112,374	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	19.02	 	 	 	15091701.02	 	RMF	 	Guardian
    Self Storage	 	Yes	 	 	 	 	 	106,830	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	20	 	 	 	15041704	 	RMF	 	Cortez
    Plaza East	 	Yes	 	Springing	 	Springing	 	176,164	 	sf	 	82,003.14	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/31_0%/4	 	 	 	 	 	 
	21	 	 	 	10742	 	CGMRC	 	The
    Grove at San Angelo	 	No	 	Springing	 	Springing	 	504	 	Beds	 	62,293.94	 	Actual/360	 	0.05780%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	22	 	(18)	 	 	 	RAIT
    Funding, LLC	 	411
    East Franklin Street	 	No	 	Springing	 	Hard	 	140,040	 	sf	 	58,424.50	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	23	 	(19)	 	15032742	 	RMF	 	Canyon
    Corners	 	No	 	Springing	 	Springing	 	49,959	 	sf	 	56,990.16	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	24	 	(20)	 	 	 	RAIT
    Funding, LLC	 	Green
    Bay Packing Facility	 	Yes	 	Springing	 	Springing	 	715,487	 	sf	 	60,411.62	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	25	 	 	 	15072104	 	RMF	 	Great
    Value Portfolio	 	No	 	Springing	 	Springing	 	238,445	 	sf	 	52,009.97	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/30_0%/4	 	 	 	 	 	 
	25.01	 	 	 	15072104.01	 	RMF	 	Uncle
    Bob’s Self Storage - Flowood	 	No	 	 	 	 	 	84,340	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	25.02	 	 	 	15072104.02	 	RMF	 	Uncle
    Bob’s Self Storage - Hattiesburg	 	No	 	 	 	 	 	76,755	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	25.03	 	 	 	15072104.03	 	RMF	 	Uncle
    Bob’s Self Storage - Brandon	 	No	 	 	 	 	 	77,350	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	26	 	(21)	 	10764	 	CGMRC	 	Courtyard
    Marriott Lynchburg	 	No	 	Springing	 	Hard	 	90	 	Rooms	 	44,784.29	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	27	 	 	 	8949	 	CGMRC	 	Kensington
    Park & Dean Lakes	 	No	 	Springing	 	Hard	 	36,057	 	sf	 	35,300.78	 	Actual/360	 	0.05780%	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	27.01	 	 	 	10729	 	CGMRC	 	Kensington
    Park	 	No	 	 	 	 	 	28,135	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	27.02	 	 	 	10749	 	CGMRC	 	Dean
    Lakes	 	No	 	 	 	 	 	7,922	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	28	 	 	 	 	 	RAIT
    Funding, LLC	 	76
    Stirling Road	 	No	 	Springing	 	Springing	 	41,707	 	sf	 	34,425.04	 	Actual/360	 	0.01030%	 	No	 	Lockout/28_Defeasance/28_0%/4	 	 	 	 	 	 
	29	 	 	 	9	 	FCRE
    REL, LLC	 	Turtle
    Cove Apartments	 	No	 	Springing	 	Soft	 	96	 	Units	 	31,118.33	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	30	 	(22)	 	 	 	RAIT
    Funding, LLC	 	Independence
    Village	 	Yes	 	Springing	 	Springing	 	150	 	Units	 	23,015.28	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	31	 	 	 	16	 	FCRE
    REL, LLC	 	Aerovista
    Office Park	 	Yes	 	Springing	 	Soft	 	50,059	 	sf	 	29,551.53	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	32	 	 	 	15051488	 	RMF	 	Fairfield
    Inn Fort Myers	 	No	 	Springing	 	Hard	 	104	 	Rooms	 	35,014.37	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/30_0%/4	 	 	 	 	 	 
	33	 	 	 	15061101	 	RMF	 	The
    Landings at Southgate	 	No	 	Springing	 	Springing	 	112	 	Units	 	29,954.74	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	34	 	 	 	10477	 	CGMRC	 	White
    Oak Professional Center	 	No	 	Springing	 	Hard	 	60,209	 	sf	 	29,562.36	 	Actual/360	 	0.05780%	 	No	 	Lockout/26_Defeasance/91_0%/3	 	 	 	 	 	 
	35	 	 	 	10694	 	CGMRC	 	Collegian
    Ann Arbor Office	 	No	 	Springing	 	Hard	 	26,293	 	sf	 	28,331.31	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/92_0%/3	 	 	 	 	 	 
	36	 	 	 	 	 	RAIT
    Funding, LLC	 	Terrace
    Heights Apartments	 	Yes	 	Springing	 	Springing	 	63	 	Units	 	23,872.27	 	Actual/360	 	0.08780%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	37	 	 	 	12	 	FCRE
    REL, LLC	 	Ventura
    Avenue Self Storage	 	No	 	Springing	 	Soft	 	75,964	 	sf	 	13,619.91	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	38	 	(23)	 	10603	 	CGMRC	 	Rite
    Aid Allentown	 	No	 	Springing	 	Springing	 	13,824	 	sf	 	20,410.26	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	39	 	 	 	10679	 	CGMRC	 	Commons
    at Kings Crossing	 	No	 	Springing	 	Springing	 	22,147	 	sf	 	20,425.15	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	40	 	 	 	14110683	 	RMF	 	White
    Birch Village	 	Yes	 	Springing	 	Springing	 	311	 	Pads	 	20,840.81	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	41	 	(24)	 	 	 	RAIT
    Funding, LLC	 	Elon
    Town Center	 	No	 	Springing	 	Springing	 	19,768	 	sf	 	20,650.47	 	Actual/360	 	0.06780%	 	Yes	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	42	 	 	 	1	 	FCRE
    REL, LLC	 	Comfort
    Inn - Salem	 	No	 	Springing	 	Soft	 	78	 	Rooms	 	18,494.01	 	Actual/360	 	0.01030%	 	No	 	Lockout/32_Defeasance/84_0%/4	 	 	 	 	 	 
	43	 	 	 	3	 	FCRE
    REL, LLC	 	100
    & 200 Foxborough Boulevard	 	No	 	Springing	 	Soft	 	123,399	 	sf	 	17,526.63	 	Actual/360	 	0.01030%	 	No	 	Lockout/28_Defeasance/88_0%/4	 	 	 	 	 	 
	44.01	 	 	 	3.1	 	FCRE
    REL, LLC	 	100
    Foxborough Boulevard	 	No	 	 	 	 	 	64,319	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	44.02	 	 	 	3.2	 	FCRE
    REL, LLC	 	200
    Foxborough Boulevard	 	No	 	 	 	 	 	59,080	 	sf	 	 	 	 	 	 	 	No	 	 	 	 	 	 	 	 
	44	 	 	 	15	 	FCRE
    REL, LLC	 	Johnson
    Drive Self Storage	 	Yes	 	Springing	 	Soft	 	62,360	 	sf	 	11,877.71	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	45	 	(25)	 	10711	 	CGMRC	 	835
    Barrett Parkway	 	No	 	Springing	 	Springing	 	15,869	 	sf	 	16,759.85	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	46	 	(26)	 	 	 	RAIT
    Funding, LLC	 	Tractor
    Supply (Chandler)	 	No	 	Springing	 	Springing	 	21,702	 	sf	 	16,557.96	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	47	 	 	 	 	 	RAIT
    Funding, LLC	 	Baker’s
    Landing Apartments	 	No	 	Springing	 	Springing	 	34	 	Units	 	16,629.35	 	Actual/360	 	0.06780%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	48	 	 	 	 	 	RAIT
    Funding, LLC	 	Cypress
    Mill Plaza	 	No	 	Springing	 	Springing	 	12,000	 	sf	 	15,177.72	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	49	 	(27)	 	8	 	FCRE
    REL, LLC	 	Park
    Cedar Business Park	 	No	 	Springing	 	Soft	 	54,018	 	sf	 	14,170.56	 	Actual/360	 	0.01030%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	50	 	 	 	10690	 	CGMRC	 	Dutch
    Village 	 	Yes
    - ACM	 	Springing	 	Springing	 	58,200	 	sf	 	14,275.68	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	51	 	 	 	 	 	RAIT
    Funding, LLC	 	Walgreens-Mesa	 	No	 	Springing	 	Springing	 	15,525	 	sf	 	14,174.13	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	52	 	 	 	17	 	FCRE
    REL, LLC	 	Heights
    Corner II	 	No	 	Springing	 	Soft	 	15,073	 	sf	 	13,582.45	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	53	 	 	 	15081276	 	RMF	 	Aliso
    Creek Office Park	 	No	 	Springing	 	Springing	 	14,037	 	sf	 	14,048.16	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	54	 	 	 	15050501	 	RMF	 	Alabama
    Center	 	Yes	 	Springing	 	Hard	 	72,980	 	sf	 	13,268.17	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	55	 	 	 	11	 	FCRE
    REL, LLC	 	3000
    West Marquette Road Apartments	 	Yes
    - LBP & ACM	 	Springing	 	Soft	 	85	 	Units	 	12,136.29	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	56	 	(28)	 	 	 	RAIT
    Funding, LLC	 	Sunrise
    Plaza	 	No	 	Springing	 	Springing	 	16,460	 	sf	 	12,752.47	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	57	 	 	 	10	 	FCRE
    REL, LLC	 	Local
    Storage Center	 	No	 	Springing	 	Soft	 	38,700	 	sf	 	10,870.64	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/31_0%/4	 	 	 	 	 	 
	58	 	 	 	10788	 	CGMRC	 	Fairfield
    Bank	 	No	 	Springing	 	Springing	 	4,000	 	sf	 	10,457.07	 	Actual/360	 	0.01030%	 	No	 	Lockout/25_Defeasance/91_0%/4	 	 	 	 	 	 
	59	 	 	 	14	 	FCRE
    REL, LLC	 	Calder
    Center	 	No	 	Springing	 	Soft	 	19,382	 	sf	 	8,414.65	 	Actual/360	 	0.01030%	 	No	 	Lockout/23_>YM
    or 1%/93_0%/4	 	 	 	 	 	 
	60	 	 	 	7	 	FCRE
    REL, LLC	 	Access
    Self Storage	 	No	 	Springing	 	Soft	 	57,725	 	sf	 	7,728.11	 	Actual/360	 	0.01030%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	61	 	 	 	13	 	FCRE
    REL, LLC	 	Pac
    Rat Self Storage	 	No	 	Springing	 	Soft	 	42,150	 	sf	 	8,020.33	 	Actual/360	 	0.01030%	 	No	 	Lockout/26_Defeasance/90_0%/4	 	 	 	 	 	 
	62	 	 	 	6	 	FCRE
    REL, LLC	 	935
    West Randolph Street	 	No	 	Springing	 	Soft	 	6,889	 	sf	 	6,385.66	 	Actual/360	 	0.01030%	 	No	 	Lockout/27_Defeasance/89_0%/4	 	 	 	 	 	 
	63	 	(29)	 	2	 	FCRE
    REL, LLC	 	Maple
    Square	 	No	 	Springing	 	Soft	 	18,123	 	sf	 	5,652.24	 	Actual/360	 	0.01030%	 	No	 	Lockout/30_Defeasance/86_0%/4	 	 	 	 	 	 



 





	DS Partial I/O:	 	The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period. 
	Admin Fee Rate:	 	The Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
	Open Period:	 	The open period is inclusive of the Maturity Date.
	 	 	 
	(1)	 	The Cut-off Date Principal Balance of $100,000,000 represents the non-controlling note A-3 of a $650,000,000 loan combination evidenced by three senior pari passu notes and one subordinate note B. The related companion loans are evidenced by the note A-1, the non-controlling note A-2 and the subordinate note B. Note A-1 ($169,366,000) and note B ($280,634,000 collectively, the“ 590M standalone deal”), with an aggregate outstanding principal balance of $450,000,000 as of the Cut-off Date, was contributed to the GSMS 2015-590M transaction and note A-2, with an outstanding principal balance of $100,000,000 as of the Cut-off Date, is expected to be contributed to the GSMS 2015-GS1 transaction. The 590M Standalone Note is the controlling note for the 590 Madison Loan Combination.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate principal balance of the 590 Madison Senior Companion Loans. Based on the 590 Madison Whole Loan the Cut-off Date and Maturity Date LTV Ratios are both 43.3%, the DSCR Based on Underwritten NOI / NCF are 2.15x / 2.14x and the Debt Yield Based on Underwritten NOI / NCF are both 8.3%.
	(2)	 	The Cut-off Date Principal Balance of $100,000,000 represents the non-controlling note A-2 of a $200,000,000 loan combination evidenced by three pari passu notes.  The controlling note A-1, with an outstanding principal balance as of the Cut-off Date of $70,000,000 is expected to be contributed to the GSMS 2015-GS1 transaction and the non-controlling note A-3, with an outstanding principal balance as of the Cut-off Date of $30,000,000 is expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $200,000,000.
	(3)	 	The lockout period will be at least 25 payment dates beginning with and including the first payment date of December 6, 2015. For the purposes of this Prospectus Supplement, the assumed lockout period of 25 payment dates is based on the expected CGCMT 2015-GC35 securitization closing date of December 2015. The actual lockout period may be longer.
	(4)	 	The Cut-off Date Principal Balance of $79,891,907 represents the non-controlling note A-2 of a $205,000,000 loan combination evidenced by three pari passu notes.  The controlling note A-1, with an aggregate principal balance as of the Cut-off Date of $69,905,419 is expected to be contributed to the GSMS 2015-GS1 transaction, and the non-controlling note A-3, with an aggregate principal balance as of the Cut-off Date of $54,925,686 is expected to be contributed to one or more future securitization transactions.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $205,000,000.
	(5)	 	The lockout period will be at least 25 payment dates beginning with and including the first payment date of December 6, 2015. For the purposes of this Prospectus Supplement, the assumed lockout period of 25 payment dates is based on the expected CGCMT 2015-GC35 securitization closing date of December 2015. The actual lockout period may be longer.
	(6)	 	Ongoing ground lease reserve funds do not show percentage rent, which will begin escrowing in July 2016, estimated to be $77,881.85 monthly.
	(7)	 	The Cut-off Date Balance of $60,000,000 represents the note A-1 of a $110,000,000 loan combination evidenced by two pari passu notes. The companion loan, evidenced by note A-2 has a principal balance of $50,000,000 as of the Cut-off Date and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $110,000,000.
	(8)	 	The Cut-off Date Balance of $60,000,000 represents the note A-3 of a $260,000,000 loan combination evidenced by three pari passu notes. The companion loans, evidenced by note A-1 and note A-2, have an aggregate principal balance of $200,000,000. The controlling A-1 note ($100,000,000) was contributed to the CGCMT 2015-GC33 transaction and the non-controlling A-2 note ($100,000,000) was contributed to the GSMS 2015-GC34 transaction.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	(9)	 	On the origination date, the borrower deposited $12,500,000 into the TI/LC Reserve. The borrowers are not required to make an ongoing TI/LC Reserve payment unless the TI/LC Reserve account falls below a minimum balance (initially, $7,500,000), after which the borrowers must pay the ongoing TI/LC Reserve amount (initially $174,324) until the TI/LC Reserve equals or exceeds the Leasing Reserve cap (initially, $15,000,000).  If the property achieves a debt yield of 10% for two consecutive calendar quarters, the TI/LC Reserve cap will be reduced to $6,000,000 and the minimum balance will be reduced to $2,500,000.  If for two consecutive calendar quarters (i) the property achieves a debt yield of 13% and (ii) the physical occupancy rate for the property equals or exceeds 95%, the TI/LC Reserve cap will be reduced to $2,500,000, the minimum balance will be reduced to $0, and the ongoing TI/LC Reserve amount will be reduced to $87,162.
	(10)	 	The Cut-off Date Balance of $45,500,000 represents the note A-2 of a $130,000,000 loan combination evidenced by two pari passu notes. The companion loan, evidenced by the controlling note A-1 has a principal balance of $84,500,000 as of the Cut-off Date and was contributed to the GSMS 2015-GC34 transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $130,000,000.
	(11)	 	The Cut-off Date Balance of $37,926,518 represents the note A-1 of a $75,950,000 loan combination evidenced by two pari passu notes. The companion loan, evidenced by note A-2 has a principal balance of $37,926,518 as of the Cut-off Date and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $75,853,035.
	(12)	 	The Cut-off Date Principal Balance of $32,933,903 represents the non-controlling note A-4 of a $250,800,000 loan combination evidenced by four pari passu notes. The related companion loans are respectively evidenced by the controlling note A-1 with an outstanding principal balance of $99,648,722 as of the Cut-off Date, which was contributed to the Citigroup Commercial Mortgage Trust 2015-GC33, Commercial Mortgage Pass-Through Certificates, Series 2015-GC33 (“CGCMT 2015-GC33”) transaction, a non-controlling note A-2 with an outstanding principal balance of $72,245,323 as of the Cut-off Date, which was contributed to the GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates Series 2015-GC34 (“GSMS 2015-GC34”) and note A-3 with an outstanding principal balance of $45,091,047, which is expected to be contributed to the GSMS 2015-GS1 transaction.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $249,918,994.
	(13)	 	Monthly FF&E Reserve is equal to: (a) on each due date from October 2015 through and including September 2016, $360,433, (b) beginning on the due date in October 2016, the greater of (1) the monthly amount required to be reserved for each Hammons Hotel Portfolio Mortgaged Property pursuant to the applicable franchise agreement for the replacement of furniture, fixtures and equipment and (2) one-twelfth of 4% of the operating income for each Hammons Hotel Portfolio Mortgaged Property (or, in the case of the Renaissance by Marriott Phoenix/Glendale, AZ Mortgaged Property beginning on the due date in October 2017, one-twelfth of 5% of the operating income) for the previous 12-month period (as determined on August 31 of each year).
	(14)	 	The Cut-off Date Balance of $31,162,303 represents the note A-1 of a $62,400,000 loan combination evidenced by two pari passu notes. The companion loan, evidenced by note A-2 has a principal balance of $31,162,303 as of the Cut-off Date and is expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $62,324,606.
	(15)	 	Borrower shall not be required to deposit the Leasing Reserve monthly deposit on each monthly payment date occurring prior to the monthly payment date in December, 2019. Borrower is required to make monthly deposits in the amount of $12,488.58.
	(16)	 	The amount on deposit in the Leasing Reserve account shall not exceed $299,726 (the “Leasing Reserve Cap”). Upon reaching the Leasing Reserve Cap, borrower may cease making monthly deposits to the Leasing Reserve account. If at any time thereafter the Leasing Reserve funds are below the leasing Reserve Cap, then borrower shall recommence and continue making monthly deposits to the Leasing Reserve account in the amount of $12,488.58.
	(17)	 	Commencing on the first payment date following the fifth anniversary of the loan origination date, an Ongoing Replacement Reserve of $1,282.45 will be collected, capped at 3 years worth of deposits.
	(18)	 	Borrower shall not be required to make Ongoing TI/LC Reserve deposits after the balance in the TI/LC Reserve account exceeds $850,000 (the “TI/LC Reserve Cap”) unless (i) at least 85% of the rentable square footage of the Property is leased to Tenants that are not Affiliates of Borrower, (ii) such Tenants under such Leases are in actual, physical occupancy of, and open to the public for business in, the space demised under such Leases, are paying the full amount of rent then due under such Leases and are not in default thereunder, (iii) all tenant improvement allowances and leasing commissions then payable by Borrower under or in connection with the Leases described in the foregoing clause have been paid in full and (iv) no Event of Default is then in existence (collectively, the “Leasing Reserve Cap Reduction Conditions”), at which time Borrower shall not be required to make Ongoing TI/LC Reserve deposits after the balance in the TI/LC Reserve account exceeds $500,000. 
	(19)	 	A Monthly TI/LC Reserve collection of $3,122.50 shall be collected when the rollover reserve balance falls below the $149,880 cap.
	(20)	 	Ongoing Replacement Reserves are waived beginning with the first monthly payment date and continuing through and including the due date occurring in November 2020. Beginning on the due date occurring in December 2020, so long as no event of default has occured, the borrower is required to begin making monthly payments of $8,347.35, subject to the Replacement Reserve Cap of $200,336.
	(21)	 	Ongoing FF&E Reserve payments are waived for the first monthly payment. Commencing on the 2nd monthly payment, the borrower is required to deposit into the FF&E Reserve an amount equal to the greater of (i) the amount of the deposit required by Franchisor on account of FF&E under the Franchise Agreement or (ii) one-twelfth of 4% of gross income from operations for the preceding calendar year, which shall be (a) $10,304.67 per month and (b) adjusted annually by lender based on the foregoing on the monthly payment date occurring in January of each calendar year commencing with January, 2017.
	(22)	 	The borrower is required to fund an Ongoing Replacement Reserve in the amount of $3,387.50 on each monthly payment date until such time that the reserve balance equals $112,500. In the event the reserve is less than $37,500 and/or an event of default exists, the borrower’s obligation to make monthly deposits recommences until the reserve balance equals $112,500 or such event of default is cured.
	(23)	 	If the cost of any individual Replacement exceeds $25,045, borrower shall not be required to deposit sums to the Replacement Reserve account. If the Trigger Period occurs, or other requirements detailed in the Loan Agreement, then the monthly reserve of $185.16 is required until the cap of $25,045 has been reached. 
	(24)	 	The borrower is required to fund an Ongoing TI/LC Reserve in the amount of $2,471 on each monthly payment date until such time that the reserve balance equals or exceeds $50,000. In the event the reserve is less than $50,000 and/or an event of default exists, the borrower’s obligation to make monthly deposits recommences until the reserve balance equals or exceeds $50,000 or such event of default is cured.
	(25)	 	There is an initial TI/LC reserve amount of $50,000. If the reserves fall below the cap of $50,000 a month, then a monthly reserve of $661.21 will be made. 
	(26)	 	The borrower is required to fund an Ongoing Replacement Reserve in the amount of $271.30 on each monthly payment date until such time that the reserve balance equals $9,765.90. In the event the reserve is less than $6,510.60 and/or an event of default exists, the borrower’s obligation to make monthly deposits recommences until the reserve balance equals $9,765.90 or such event of default is cured.
	(27)	 	Ongoing TI/LC  Reserves of $4,726.58 will be collected on each due date following the balance of the Reserve account falling below the cap of $75,000.
	(28)	 	The borrower is required to fund an Ongoing TI/LC Reserve in the amount of $1,464.17 on each monthly payment date until such time that the reserve balance equals or exceeds $100,000. In the event the reserve is less than $25,000 and/or an event of default exists, the borrower’s obligation to make monthly deposits recommences until the reserve balance equals or exceeds $100,000 or such event of default is cured.
	(29)	 	Ongoing TI/LC  Reserves of $2,089.08 will be collected on each due date following the balance of the TI/LC Reserve account falling below the cap of $75,000.







 



    	 



    	 



    












 


 


EXHIBIT Q


 


[RESERVED]


 



    	Q-1



    	 



    




 





EXHIBIT R


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1





 


Report Date: Report will be delivered annually (after
the occurrence and during the continuance of a Control Termination Event) no later than [INSERT DATE].


Transaction: Citigroup Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2015-GC35


Operating Advisor: [                    ]


Special Servicer: [                    ]


Directing Holder: [                    ]


 


		I.	Population of Mortgage Loans that Were Considered
in Compiling This Report



 


[  ] Specially Serviced
Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


(a)           [  ] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status
Report.


 


(b)          
[  ] of such Specially Serviced Loans had executed Final Asset Status Reports. This report is based only on the
Specially Serviced Loans in respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may
not yet be fully implemented.


 


		II.	Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator,
as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s operational
activities to service certain Specially Serviced Loans in accordance with the Servicing Standard in accordance with the Operating
Advisor’s requirements outlined in the Pooling and Servicing Agreement. Based on such review, the Operating Advisor [believes,
does not believe] there are material deviations [(i)] from the Servicing Standard [and/or (ii)] from the Special Servicer’s
obligations under the Pooling and


 


 



 





1     This
report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating
Advisor will have the ability to modify or alter the organization and content of any particular report, subject to compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


  



    	R-1



    	 



    




 


Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Loans.
In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


Reviewed any assessment
of compliance and/or attestation report delivered to the Operating Advisor pursuant to the Pooling and Servicing Agreement with
respect to the Special Servicer, and the Asset Status Reports, net present value calculations and Appraisal Reduction calculations
and [LIST OTHER REVIEWED INFORMATION] for the following [  ] Specially Serviced Loans: [LIST APPLICABLE MORTGAGE LOANS]


 


III.               Specific Items of Review


 


1.            The Operating Advisor
reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 


2.            During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited
number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions
and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and
recommendations appropriate. The Special Servicer [agreed with/did not agree with] the recommendations made by the Operating
Advisor. Such recommendations generally included the following: [LIST].


 


3.            Appraisal Reduction
calculations and net present value calculations:


 


(a)    
      The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the
mathematical calculations and the corresponding application of the non-discretionary portions of the applicable formulas
required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the Special
Servicer’s determination of the course of action to be taken in connection with the workout or liquidation of a
Specially Serviced Loan prior to the utilization by the Special Servicer.


 


(b)           The
Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary
portions of the formula] required to be utilized for such calculation.


 


(c)           After
consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.


 


4.            The following is
a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 



    	R-2



    	 



    




 


5.             In addition to
the other information presented herein, the Operating Advisor notes the following additional items: [LIST ADDITIONAL ITEMS].


 


IV.             
Qualifications Related to the Work Product Undertaken and Opinions Related to this Report


 


1.             In accordance with
the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special
Servicer’s and the applicable Directing Holder’s discussion(s) regarding any Specially Serviced Loan. The Operating
Advisor does not have authority to speak with the applicable Directing Holder directly pursuant to the Pooling and Servicing Agreement.
As such, the Operating Advisor generally relied upon its interaction with the Special Servicer in gathering the relevant information
to generate this report.


 


2.             The Special Servicer
has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and Servicing Agreement.
The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 


3.             Confidentiality
and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of certain information
it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all
the relevant information that the Operating Advisor is given access to by the Special Servicer.


 


4.             The Operating Advisor
is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors have questions
regarding this report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s
Website.


 


Terms used but not defined
herein have the meaning set forth in the Pooling and Servicing Agreement.


 


[                         ]


 


	By:	 	
	Name:	 
	Title:	 



 



    	R-3



    	 



    




 





EXHIBIT S


 


SUBSERVICING AGREEMENTS


 


	Mortgage Loan/Property Name
     
	Sub-Servicer Name
	The Grove at San Angelo
     
	Berkadia Commercial Mortgage LLC
	White Oak Professional Center
     
	Berkadia Commercial Mortgage LLC
	Kensington Park & Dean Lakes
     
	Bernard Financial Corporation d/b/a Bernard Financial Servicing Group
	Iron Guard Storage Portfolio TX-AL
     
	BSC Group
	Terrace Heights Apartments
     
	Grandbridge Real Estate Capital LLC
	Elon Town Center
     
	Grandbridge Real Estate Capital LLC
	Baker’s Landing Apartments
     
	Grandbridge Real Estate Capital LLC
	Oceaneering
     
	Holliday Fenoglio Fowler, L.P.



 



    	S-1



    	 



    







 


EXHIBIT T


 


FORM OF RECOMMENDATION OF SPECIAL SERVICER
TERMINATION


  


Deutsche Bank Trust Company Americas,


as Trustee

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration – CI1535


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street, 14th Floor


New York, NY 10013


		Attention:	Global Transaction Services –

CGCMT 2015-GC35






 


C-III Asset Management LLC


5221 N. O’Connor Blvd., Suite 600


Irving, Texas 75039


Attention: Lindsey Wright


 


with a copy to


 


C-III Asset Management LLC

5221 N. O’Connor Blvd., Suite 600


Irving, Texas 75039

Attention: Jenna Unell


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 6.08(b) of the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator,
on behalf of the holders of Citigroup Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates, Series
2015-GC35 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized terms used and
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based upon our review
of the operational practices of the Special Servicer [[with respect to the Serviced Loans other than any Serviced Outside Controlled
Loan Combination]


 



    	T-1



    	 



    




 


[with respect to the [NAME OF SERVICED OUTSIDE CONTROLLED LOAN COMBINATION] Loan Combination]] conducted pursuant
to and in accordance with the Pooling and Servicing Agreement, it is our assessment that [________], in its current capacity as
Special Servicer [[with respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination] [with respect
to the [NAME OF SERVICED OUTSIDE CONTROLLED LOAN COMBINATION] Loan Combination]], is not [performing its duties under the Pooling
and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].








 



    	T-2



    	 



    




 


Based upon such assessment,
we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed its successor in such
capacity.


 


		Very truly yours,
	 	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


Dated:


 



    	T-3



    	 



    




 





EXHIBIT U



ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.04 of the Pooling
and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act
Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, any information
described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party
has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required to be
provided in connection with Item 6 below, possession) (in each case, after complying with its affirmative obligations, if any,
under the Pooling and Servicing Agreement to obtain such information) of such information (other than information as to such party
itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and
the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect
to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary
from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus Supplement. For this CGCMT 2015-GC35 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item on Form 10-D	Party Responsible 
	
        Item 1: Distribution and Pool Performance
        Information

         

        Any information required by Item
1121 of Regulation AB which is NOT included on the Distribution Date Statement
	
        Certificate Administrator

        Depositor

        Master Servicer (only with respect
to Item 1121(a)(12) of Regulation AB as to Performing Serviced Loans)

        Special Servicer (only with respect
to Item 1121(a)(12) of Regulation AB as to Specially Serviced Loans)

Each Mortgage Loan Seller (only with respect to Item 1121(c)(2) of Regulation AB as to itself)

	
        Item 2: Legal Proceedings

         

        per Item 1117 of Regulation AB 
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, in each case as to the Trust (in the case of the 



 



    	U-1



    	 



    




 


	Item on Form 10-D	Party Responsible 
	 	Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	Item 3: Sale of Securities and Use of Proceeds	Depositor
	Item 4: Defaults Upon Senior Securities	Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders1	
        Certificate Administrator

        Trustee

	Item 6: Significant Obligors of Pool Assets	
        Master Servicer (excluding information
for which the Special Servicer is the “Party Responsible”)

        Special Servicer (as to REO Properties)

	Item 7: Change in Sponsor Interest in the Securities	Each Mortgage Loan Seller as to itself and its affiliates
	Item 8: Significant Enhancement Provider Information	Depositor
	Item 9: Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 10: Exhibits	
        Certificate Administrator

        Depositor



 


 



 


1 No disclosure
is required for so long as Item 5 of Form 10-D requires the inclusion of information related to mine safety disclosures.


 



    	U-2



    	 



    




 





EXHIBIT V



ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.05 of the Pooling
and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other Depositor and Other Exchange Act
Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, any information
described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party
has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent rolls required to be
provided in connection with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation AB, possession)
(in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement to obtain such
information) of such information (other than information as to such party itself which such party is obligated to provide). Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy
of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus
Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus
Supplement. For this CGCMT 2015-GC35 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party
identified as such in the Prospectus Supplement.


 


	Item on Form 10-K	Party Responsible 
	
        Item 1B: Unresolved Staff Comments
	Depositor
	Item 9B: Other Information	Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15: Exhibits, Financial Statement Schedules	
        Certificate Administrator

        Depositor

	
        Additional Item:

          

        Disclosure per Item 1117 of Regulation AB

         
	(i) All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer, in each case as to the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling such 



 



    	V-1



    	 



    




 


	Item on Form 10-K	Party Responsible 
	 	litigation), (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	
        Additional Item:

        Disclosure per Item 1119 of Regulation
AB
	
        (i) All parties to the Pooling
and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a) affiliations with Significant
Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Special Servicer or
a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations with Significant
Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Master

        Servicer or a sub-servicer described
in 1108(a)(3)), (ii) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110 originator with respect to
such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or
retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts, (iii) the Depositor as to the enhancement
or support provider 

	
        Additional Item:

        Disclosure per Item 1112(b) of
Regulation AB
	
        Master Servicer (excluding information
for which the Special Servicer is the “Party Responsible”)

        Special Servicer (as to REO Properties)

	
        Additional Item:

        Disclosure per Items 1114(b)(2)
and 1115(b) of Regulation AB
	Depositor


 



    	V-2



    	 



    







 


EXHIBIT W



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO [          ] AND VIA EMAIL
TO [                                                  ] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Citibank, N.A.,

as Certificate Administrator

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Global Transaction Services –CGCMT 2015-GC35


 


Citigroup Commercial Mortgage Securities Inc.


390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


 


	RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section
[ ] of the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, C-III Asset Management LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, Deutsche
Bank Trust Company Americas, as trustee, and Citibank, N.A., as certificate administrator, the undersigned, as [ ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


  


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


  


Any inquiries related
to this notification should be directed to [                              ], phone number: [          ]; email address: [                    ].


 



    	W-1



    	 



    




  


	 	[NAME OF PARTY],
	 	 	as [role]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:



 



    	W-2



    	 



    




 





EXHIBIT X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATIONS


 


I, [identifying the certifying
individual], certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K, of Citigroup Commercial Mortgage Trust 2015-GC35 (the “Exchange
Act Periodic Reports”);



 


		2.	Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;



 


		4.	Based on my knowledge and the servicer compliance statement(s) required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the servicers have fulfilled their obligations
under the servicing agreement(s) in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: [Master Servicer][Special Servicer][Certificate
Administrator][Trustee][Custodian][Operating Advisor][Outside Servicer][Outside Special Servicer]


 


	Date:	 	



 


	 	 
	[Signature]	 
	[Title]	 



 



    	X-1



    	 



    







 


EXHIBIT Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 (the “Certificates”), issued pursuant to the
Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, C-III Asset Management LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, Citibank,
N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas,
as trustee.	



 


I, [identifying the certifying
individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Citigroup Commercial Mortgage Securities Inc. and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


1.             I have reviewed
the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D required to be filed in respect of periods
covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);


 


2.             Based on my knowledge,
the distribution information in Exchange Act Periodic Reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by that report on Form 10-K;


 


3.             Based on my knowledge,
all of the distribution, servicing and other information required to be provided by the Certificate Administrator pursuant to the
Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports; and


 


4.             The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator in accordance with
Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the
Relevant Servicing Criteria.


 



    	Y-1-1



    	 



    




 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 





	Date:	 	





 


[                               ]


 


	By:	 	 
	 	[Name]	



 









    	Y-1-2



    	 



    

 


EXHIBIT Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 (the “Certificates”), issued pursuant to the
Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “Master Servicer”), C-III Asset Management LLC, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor, Citibank, N.A., as certificate administrator (the
“Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee	



 


I, [identify the certifying
individual], a [title] of [MASTER SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I have (or a Servicing Officer under my supervision has) reviewed the servicing reports relating
to the Trust delivered by the Master Servicer to the Certificate Administrator covering the fiscal year 20__;



 


		(2)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Master Servicer), the servicing information in these reports, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these servicing reports;



 


		(3)	Based on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding
certificate of the Special Servicer (to the extent such statements are relevant to the statements made in this certification by
the Master Servicer), the servicing information required to be provided in these servicing reports to the Certificate Administrator
by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing reports delivered by the Master Servicer
to the Certificate Administrator;



 


		(4)	I am, or an employee under my supervision is, responsible for reviewing the activities performed
by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted
in preparing the servicer 



 



    	Y-2-1



    	 



    




 


			compliance statement required under Section 10.08 of the Pooling and Servicing Agreement with respect
to the Master Servicer, and except as disclosed in such compliance statement delivered by the Master Servicer under Section 10.08
of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects in the year to which such review applies; and





 


		(5)	The report on assessment of compliance with servicing criteria for asset-backed securities and
the related attestation report on assessment of compliance with servicing criteria for asset-backed securities required to be delivered
in accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria.



 


Further, notwithstanding
the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses 1 through 5 that
is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement that the
Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by any such sub-servicer
of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually
provided by such sub-servicer to the Master Servicer with respect to the information that is subject of such certification.


 





	Date:	 	





 


[                               ]


 


	By:	 	 
	 	[Name]	



 









    	Y-2-2



    	 



    

 


EXHIBIT Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 (the “Certificates”), issued pursuant to the
Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), between
Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “Master Servicer”), C-III Asset Management LLC, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor, Citibank, N.A., as certificate administrator (the
“Certificate Administrator”), and Deutsche Bank Trust Company Americas, as trustee	



 


I, [identify the certifying
individual], a [title] of [SPECIAL SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the certification required
by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.      Based on my knowledge,
the servicing information in the servicing reports or information relating to the Trust delivered by the Special Servicer to the
Master Servicer covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by these servicing reports;


 


2.      Based on my knowledge,
the servicing information required to be provided to the Master Servicer by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the reports to be filed by the Certificate Administrator is included in the servicing reports delivered
by the Special Servicer to the Master Servicer;


 


3.      I am, or an employee
under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing
Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement required
under Section 10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except as disclosed in such
compliance statement delivered by the Special Servicer under Section 10.08 of the Pooling and Servicing Agreement, the Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which
such review applies; and


 


4.      The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing


 






    	Y-3-1



    	 



    

 


criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10
of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 





	Date:	 	





 


[                               ]


 


	By:	 	 
	[Name]	
	[Title]	 



 



    	Y-3-2



    	 



    




 





EXHIBIT Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 (the “Certificates”), issued pursuant to the
Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “Master Servicer”), C-III Asset Management LLC, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), Citibank,
N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas,
as trustee	



 


I, [identify the certifying
individual], a [title] of [OPERATING ADVISOR], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley
Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.      Based on my knowledge,
the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator by the Operating
Advisor covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by these reports;


 


2.      Based on my knowledge,
the information required to be provided to the Certificate Administrator by the Operating Advisor under the Pooling and Servicing
Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports delivered
by the Operating Advisor to the Certificate Administrator;


 


3.      I am, or an officer
under my supervision is, responsible for reviewing the activities performed by the Operating Advisor under the Pooling and Servicing
Agreement and based upon my knowledge the Operating Advisor has, except as described in any information provided to the Certificate
Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such review applies; and


 


4.      The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and


 



    	Y-4-1



    	 



    




 


Section 10.10
of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


[In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].]


 





	Date:	 	





 


[                               ]


 


	By:	 	 
	[Name]	
	[Title]	 



 



    	Y-4-2



    	 



    




 





EXHIBIT Y-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE CUSTODIAN


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 (the “Certificates”), issued pursuant to the
Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “Master Servicer”), C-III Asset Management LLC, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), Citibank,
N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas,
as trustee (the “Trustee”) and as custodian (the “Custodian”)	



 


I, [identify the certifying
individual], a [title] of [CUSTODIAN], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification
required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.      Based on my knowledge,
the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator by the Custodian
covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by these reports;


 


2.      Based on my knowledge,
the information required to be provided to the Certificate Administrator by the Custodian under the Pooling and Servicing Agreement
for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports delivered by
the Custodian to the Certificate Administrator;


 


3.     I am, or an officer
under my supervision is, responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement
and based upon my knowledge the Custodian has, except as described in any information provided to the Certificate Administrator
by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects in the year to which such review applies; and


 


4.      The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing


 



    	Y-5-1



    	 



    




 


criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10
of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 





	Date:	 	





 


[                               ]


 


	By:	 	 
	[Name]	
	[Title]	 



 



    	Y-5-2



    	 



    

 





EXHIBIT Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35 (the “Trust”),
Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 (the “Certificates”), issued pursuant to the
Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), by and
among Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “Master Servicer”), C-III Asset Management LLC, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”), Citibank,
N.A., as certificate administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas,
as trustee (the “Trustee”)	



 


I, [identify the certifying
individual], a [title] of [TRUSTEE], certify to Citigroup Commercial Mortgage Securities Inc. and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Sarbanes-Oxley Certification
required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.      Based on my knowledge,
the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator by the Trustee
covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by these reports;


 


2.      Based on my knowledge,
the information required to be provided to the Certificate Administrator by the Trustee under the Pooling and Servicing Agreement
for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the reports delivered by
the Trustee to the Certificate Administrator;


 


3.     I am, or an officer
under my supervision is, responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement
and based upon my knowledge the Trustee has, except as described in any information provided to the Certificate Administrator by
the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects in the year to which such review applies; and


 


4.     The report on assessment
of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment of compliance
with servicing


 



    	Y-6-1



    	 



    




 


criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and Section 10.10
of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing Criteria.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [list applicable transaction
parties].


 





	Date:	 	





 


[                               ]


 


	By:	 	 
	[Name]	
	[Title]	 



 



    	Y-6-2



    	 



    

 


EXHIBIT
Z



FORM 8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K”
column to the extent such party has actual knowledge (after complying with its affirmative obligations, if any, under the Pooling
and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which
such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is
set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor
or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a
party identified as such in the Prospectus Supplement. For this CGCMT 2015-GC35 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume
that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115
of Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Master
Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer, and the Trustee, only as to
agreements it is a party to or entered into on behalf of the Trust)

Certificate Administrator (other than as to agreements to which the Depositor
(and no other party to the Pooling and Servicing Agreement) is a party)

        Depositor

	Item
    1.02- Termination of a Material Definitive Agreement	Master
        Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only
        as to agreements it is a party to or entered into on behalf of the Trust)

         Certificate
Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing




 






     Z-1


    	 



    

 





	Item
    on Form 8-K	Party
    Responsible 
		Agreement)
is a party)

                                                                                                                         Depositor

	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Mortgage Loan Seller as to itself

    Each other party to the Pooling and Servicing Agreement (as to itself)
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	Depositor

Certificate Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Depositor
	Item
    5.07: Submission of Matters to a Vote of Security Holders	Certificate
Administrator

        Trustee

	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Master Servicer, Special Servicer or Trustee	Master
Servicer (as to itself or a servicer retained by it) 

        Special
Servicer (as to itself or a servicer retained by it)

        Trustee

Certificate Administrator

Depositor

	Item
    6.03- Change in Credit Enhancement or Other External Support	Depositor

    Certificate Administrator
	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure	Depositor
	Item
    7.01- Regulation FD Disclosure	Depositor
	Item
    8.01 – Other Events	Depositor
	Item
    9.01 – Financial Statements and Exhibits	Depositor


 






     Z-2


    	 



    

 


EXHIBIT
AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Deutsche Bank Trust Company Americas, a New York banking corporation, incorporated and existing
under the laws of the State of New York, having its usual place of business at 1761 East St. Andrew Place, Santa Ana, California,
92705, as Trustee (the “Trustee”) for Citigroup Commercial Mortgage Trust 2015-GC35 pursuant to that Pooling
and Servicing Agreement, dated as of December 1, 2015 (the “Agreement”) by and among Citigroup Commercial Mortgage
Securities Inc. as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, C-III Asset
Management LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, Deutsche Bank Trust Company Americas,
as Trustee, and Citibank, N.A., as certificate administrator, hereby constitutes and appoints Midland Loan Services, a Division
of PNC Bank, National Association (the “Servicer”),
hereby constitutes and appoints the Servicer, by and through the Servicer’s officers, the Trustee’s true and lawful
Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage
loans (the “Mortgage Loans”) serviced by the Servicer and all properties (“REO Properties”)
administered by the Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents
customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items (1) through
(12) below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only
be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Agreement. 


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



  


		2.	The modification
                                         or re-recording of a Mortgage or Deed of Trust, where said modification or re-recording
                                         is solely for the purpose of correcting the Mortgage or Deed of Trust to conform same
                                         to the original intent of the parties thereto or to correct title errors discovered after
                                         such title insurance was issued; provided that said modification or re-recording,
                                         in either instance, (i) does not adversely affect the lien of the Mortgage or Deed of
                                         Trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or Deed of Trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution of requests to trustees to accomplish same.



 






     AA-1-1


    	 



    




 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements.



 


		6.	The
                                         full satisfaction/release of a Mortgage or Deed of Trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or Deed of Trust and the related Mortgage Note, in connection
                                         with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or Deed of Trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in the Mortgage
                                         Notes, Mortgages or Deeds of Trust, and in the proceeds thereof, by way of, including
                                         but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
                                         completion of judicial or non-judicial foreclosure or the termination, cancellation or
                                         rescission of any such foreclosure, the initiation, prosecution and completion of eviction
                                         actions or proceedings with respect to, or the termination, cancellation or rescission
                                         of any such eviction actions or proceedings, and the pursuit of title insurance, hazard
                                         insurance and claims in bankruptcy proceedings, including, without limitation, any and
                                         all of the following acts:



 


		a.	the substitution
                                         of trustee(s) serving under a Deed of Trust, in accordance with state law and the Deed
                                         of Trust;



 


		b.	the preparation
                                         and issuance of statements of breach or non-performance;



 


		c.	the preparation
                                         and filing of notices of default and/or notices of sale;



  


		d.	the cancellation/rescission
                                         of notices of default and/or notices of sale;



  


		e.	the taking
                                         of deed in lieu of foreclosure;



  


		f.	the filing,
                                         prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
                                         cases affecting Mortgage Notes, Mortgages or Deeds of Trust;



 






     AA-1-2


    	 



    

 


		g.	the preparation
                                         and service of notices to quit and all other documents necessary to initiate, prosecute
                                         and complete eviction actions or proceedings;



 


		h.	the tendering,
                                         filing, prosecution and defense, as applicable, of hazard insurance and title insurance
                                         claims, including but not limited to appearing on behalf of the Trustee in quiet title
                                         actions; and



 


		i.	the preparation
                                         and execution of such other documents and performance of such other actions as may be
                                         necessary under the terms of the Mortgage, Deed of Trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



  


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:






		a.	listing
                                         agreements;






		b.	purchase
                                         and sale agreements;






		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;






		d.	escrow
                                         instructions; and






		e.	any and
                                         all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, Deed of Trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance,



  






     AA-1-3


    	 



    

 


			repair,
leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications
of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties,
documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under
the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with
respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures
or hereafter may secure any Mortgage Loan and any other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of [EXECUTION DATE OF POA]. 


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney. 


 


Solely
to the extent that the Servicer has the power to delegate its rights or obligations under the Agreement, the Servicer also has
the power to delegate the authority given to it by Deutsche Bank Trust Company Americas, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Servicer. 


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Deutsche Bank Trust Company Americas except as specifically
provided for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank Trust
Company Americas, then the Servicer shall promptly forward a copy of same to the Trustee. 


 


This
limited power of attorney is not intended to extend the powers granted to the Servicer under the Agreement or to allow the Servicer
to take any action with respect to Mortgages, Deeds of Trust or Mortgage Notes not authorized by the Agreement. 


 


The
Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or


 






     AA-1-4


    	 



    

 


nature
whatsoever incurred by reason or result of or in connection with the exercise by the Servicer, or its attorneys-in-fact, of the
powers granted to it hereunder. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the
Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state. 


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned. 


 


IN
WITNESS WHEREOF, Deutsche Bank Trust Company Americas, as Trustee for Citigroup Commercial Mortgage Trust 2015-GC35 has caused
its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________. 





	 	 	 	 	 
		 	Deutsche Bank Trust Company Americas,

as Trustee
    for Citigroup Commercial Mortgage Trust 2015-GC35
	 	 	 	 	 
	 	 	 	By:	 
		 	 	         Name:
	 	 	 	 	         Title:
	 	 	 	 	 
	Witness:	 	 	
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Prepared by:	 	 	 
	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 


 


	Address:  	Deutsche
Bank Trust Company Americas
	 	1761
                                        E. Saint Andrew Place
	 	Santa
Ana, CA 92705



 









     AA-1-5


    	 



    

 


	A
    notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
    to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.



 


STATE
OF CALIFORNIA

COUNTY OF ORANGE 


 


On
_____________before me, ____________________________,a Notary Public, personally appeared _____________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 


 


I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 





	WITNESS
my hand and official seal.	
	


(SEAL)

	 
	 	 
	 	Signature of Notary
Public


 






     AA-1-6


    	 



    




 


EXHIBIT
AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 


LIMITED
POWER OF ATTORNEY 


 


KNOW
ALL MEN BY THESE PRESENTS, that Deutsche Bank Trust Company Americas, a New York banking corporation, incorporated and existing
under the laws of the State of New York, having its usual place of business at 1761 East St. Andrew Place, Santa Ana, California,
92705, as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement, dated as of December 1,
2015 (the “Agreement”) by and among Citigroup Commercial Mortgage Securities Inc. as depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer (the
“Servicer”), Citibank, N.A., as Certificate Administrator, Park Bridge Lender Services LLC, as Operating Advisor,
and Deutsche Bank Trust Company Americas, as Trustee, relating to the Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass Through Certificates, Series 2015-GC35, hereby constitutes
and appoints the Servicer, by and through the Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Servicer and all properties (“REO Properties”) administered by the Servicer
pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate to effectuate the enumerated transactions described in items (1) through (12) below with respect to
the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and delivered
by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein and not
otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification
                                         or re-recording of a Mortgage or Deed of Trust, where said modification or re-recording
                                         is solely for the purpose of correcting the Mortgage or Deed of Trust to conform same
                                         to the original intent of the parties thereto or to correct title errors discovered after
                                         such title insurance was issued; provided that said modification or re-recording,
                                         in either instance, (i) does not adversely affect the lien of the Mortgage or Deed of
                                         Trust as insured and (ii) otherwise conforms to the provisions of the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or Deed of Trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution of requests to trustees to accomplish same.



 






     AA-2-1


    	 



    

 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements.



 


		6.	The
                                         full satisfaction/release of a Mortgage or Deed of Trust or full conveyance upon payment
                                         and discharge of all sums secured thereby, including, without limitation, cancellation
                                         of the related Mortgage Note.



 


		7.	The
                                         assignment of any Mortgage or Deed of Trust and the related Mortgage Note, in connection
                                         with the repurchase of the mortgage loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or Deed of Trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in the Mortgage
                                         Notes, Mortgages or Deeds of Trust, and in the proceeds thereof, by way of, including
                                         but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
                                         completion of judicial or non-judicial foreclosure or the termination, cancellation or
                                         rescission of any such foreclosure, the initiation, prosecution and completion of eviction
                                         actions or proceedings with respect to, or the termination, cancellation or rescission
                                         of any such eviction actions or proceedings, and the pursuit of title insurance, hazard
                                         insurance and claims in bankruptcy proceedings, including, without limitation, any and
                                         all of the following acts:



 


		a.	the substitution
                                         of trustee(s) serving under a Deed of Trust, in accordance with state law and the Deed
                                         of Trust;



 


		b.	the preparation
                                         and issuance of statements of breach or non-performance;



 


		c.	the preparation
                                         and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission
                                         of notices of default and/or notices of sale;



 


		e.	the taking
                                         of deed in lieu of foreclosure;



 


		f.	the filing,
                                         prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
                                         cases affecting Mortgage Notes, Mortgages or Deeds of Trust;



 






     AA-2-2


    	 



    

 


		g.	the preparation
                                         and service of notices to quit and all other documents necessary to initiate, prosecute
                                         and complete eviction actions or proceedings;



 


		h.	the tendering,
                                         filing, prosecution and defense, as applicable, of hazard insurance and title insurance
                                         claims, including but not limited to appearing on behalf of the Trustee in quiet title
                                         actions; and



 


		i.	the preparation
                                         and execution of such other documents and performance of such other actions as may be
                                         necessary under the terms of the Mortgage, Deed of Trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:






		a.	listing
                                         agreements;






		b.	purchase
                                         and sale agreements;






		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;






		d.	escrow
                                         instructions; and






		e.	any and
                                         all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, Deed of Trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance,



  






     AA-2-3


    	 



    

 


			repair,
leasing and marketing of the related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications
of the standards of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties,
documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under
the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with
respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures
or hereafter may secure any Mortgage Loan and any other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of [EXECUTION DATE OF POA].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Servicer has the power to delegate its rights or obligations under the Agreement, the Servicer also has
the power to delegate the authority given to it by Deutsche Bank Trust Company Americas, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Deutsche Bank Trust Company Americas except as specifically
provided for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank Trust
Company Americas, then the Servicer shall promptly forward a copy of same to the Trustee. 


 


This
limited power of attorney is not intended to extend the powers granted to the Servicer under the Agreement or to allow the Servicer
to take any action with respect to Mortgages, Deeds of Trust or Mortgage Notes not authorized by the Agreement.


 


The
Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or


 






     AA-2-4


    	 



    

 


nature
whatsoever incurred by reason or result of or in connection with the exercise by the Servicer, or its attorneys-in-fact, of the
powers granted to it hereunder. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the
Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state. 


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned. 


 


IN
WITNESS WHEREOF, Deutsche Bank Trust Company Americas, as Trustee for Citigroup Commercial Mortgage Trust 2015-GC35 has caused
its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 


	 	 	 	 	 
		 	Deutsche Bank Trust Company Americas,

as Trustee
    for Citigroup Commercial Mortgage Trust 2015-GC35
	 	 	 	 	 
	 	 	 	By:	 
		 	 	         Name:
	 	 	 	 	         Title:
	 	 	 	 	 
	Witness:	 	 	
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Prepared by:	 	 	 
	 	 	 	 
	Name:	 	 	 
	Title:	 	 	 


 


	Address:  	Deutsche Bank Trust Company Americas
	 	1761
E. Saint Andrew Place
	 	Santa
Ana, CA 92705



 






     AA-2-5


    	 



    

 




	A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.



 


STATE
OF CALIFORNIA

COUNTY OF ORANGE


 





On
_____________before me, ____________________________,a Notary Public, personally appeared _____________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 





	WITNESS
my hand and official seal.	
	


(SEAL)

	 
	 	 
	 	Signature
of Notary Public





 






     AA-2-6


    	 



    

 


EXHIBIT
BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE


	 	 	 	 	 	 	 	 	 	 	 
	Distribution
 Date


	 	Balance


	 	Distribution
 Date


	 	Balance



	1/10/2016	 	 	 $44,547,000.00	 	 	9/10/2020	 	 	 $44,547,000.00	 
	2/10/2016	 	 	 $44,547,000.00	 	 	10/10/2020	 	 	 $44,547,000.00	 
	3/10/2016	 	 	 $44,547,000.00	 	 	11/10/2020	 	 	 $44,546,776.30	 
	4/10/2016	 	 	 $44,547,000.00	 	 	12/10/2020	 	 	 $43,768,526.56	 
	5/10/2016	 	 	 $44,547,000.00	 	 	1/10/2021	 	 	 $43,050,158.51	 
	6/10/2016	 	 	 $44,547,000.00	 	 	2/10/2021	 	 	 $42,328,920.37	 
	7/10/2016	 	 	 $44,547,000.00	 	 	3/10/2021	 	 	 $41,416,682.87	 
	8/10/2016	 	 	 $44,547,000.00	 	 	4/10/2021	 	 	 $40,688,916.04	 
	9/10/2016	 	 	 $44,547,000.00	 	 	5/10/2021	 	 	 $39,895,746.98	 
	10/10/2016	 	 	 $44,547,000.00	 	 	6/10/2021	 	 	 $39,161,902.52	 
	11/10/2016	 	 	 $44,547,000.00	 	 	7/10/2021	 	 	 $38,362,828.32	 
	12/10/2016	 	 	 $44,547,000.00	 	 	8/10/2021	 	 	 $37,622,858.23	 
	1/10/2017	 	 	 $44,547,000.00	 	 	9/10/2021	 	 	 $36,879,931.50	 
	2/10/2017	 	 	 $44,547,000.00	 	 	10/10/2021	 	 	 $36,072,032.79	 
	3/10/2017	 	 	 $44,547,000.00	 	 	11/10/2021	 	 	 $35,322,908.68	 
	4/10/2017	 	 	 $44,547,000.00	 	 	12/10/2021	 	 	 $34,508,988.48	 
	5/10/2017	 	 	 $44,547,000.00	 	 	1/10/2022	 	 	 $33,753,618.04	 
	6/10/2017	 	 	 $44,547,000.00	 	 	2/10/2022	 	 	 $32,995,229.26	 
	7/10/2017	 	 	 $44,547,000.00	 	 	3/10/2022	 	 	 $32,049,301.90	 
	8/10/2017	 	 	 $44,547,000.00	 	 	4/10/2022	 	 	 $31,284,100.60	 
	9/10/2017	 	 	 $44,547,000.00	 	 	5/10/2022	 	 	 $30,454,559.49	 
	10/10/2017	 	 	 $44,547,000.00	 	 	6/10/2022	 	 	 $29,682,984.85	 
	11/10/2017	 	 	 $44,547,000.00	 	 	7/10/2022	 	 	 $28,847,251.28	 
	12/10/2017	 	 	 $44,547,000.00	 	 	8/10/2022	 	 	 $28,069,252.95	 
	1/10/2018	 	 	 $44,547,000.00	 	 	9/10/2022	 	 	 $27,288,145.60	 
	2/10/2018	 	 	 $44,547,000.00	 	 	10/10/2022	 	 	 $26,443,149.86	 
	3/10/2018	 	 	 $44,547,000.00	 	 	11/10/2022	 	 	 $25,655,543.51	 
	4/10/2018	 	 	 $44,547,000.00	 	 	12/10/2022	 	 	 $24,804,233.22	 
	5/10/2018	 	 	 $44,547,000.00	 	 	1/10/2023	 	 	 $24,010,076.53	 
	6/10/2018	 	 	 $44,547,000.00	 	 	2/10/2023	 	 	 $23,212,746.08	 
	7/10/2018	 	 	 $44,547,000.00	 	 	3/10/2023	 	 	 $22,231,504.66	 
	8/10/2018	 	 	 $44,547,000.00	 	 	4/10/2023	 	 	 $21,427,064.15	 
	9/10/2018	 	 	 $44,547,000.00	 	 	5/10/2023	 	 	 $20,559,397.44	 
	10/10/2018	 	 	 $44,547,000.00	 	 	6/10/2023	 	 	 $19,748,273.57	 
	11/10/2018	 	 	 $44,547,000.00	 	 	7/10/2023	 	 	 $18,874,113.18	 
	12/10/2018	 	 	 $44,547,000.00	 	 	8/10/2023	 	 	 $18,056,253.15	 
	1/10/2019	 	 	 $44,547,000.00	 	 	9/10/2023	 	 	 $17,235,124.37	 
	2/10/2019	 	 	 $44,547,000.00	 	 	10/10/2023	 	 	 $16,351,243.00	 
	3/10/2019	 	 	 $44,547,000.00	 	 	11/10/2023	 	 	 $15,458,862.47	 
	4/10/2019	 	 	 $44,547,000.00	 	 	12/10/2023	 	 	 $14,495,398.37	 
	5/10/2019	 	 	 $44,547,000.00	 	 	1/10/2024	 	 	 $13,595,562.53	 
	6/10/2019	 	 	 $44,547,000.00	 	 	2/10/2024	 	 	 $12,692,112.56	 
	7/10/2019	 	 	 $44,547,000.00	 	 	3/10/2024	 	 	 $11,650,752.00	 
	8/10/2019	 	 	 $44,547,000.00	 	 	4/10/2024	 	 	 $10,739,487.59	 
	9/10/2019	 	 	 $44,547,000.00	 	 	5/10/2024	 	 	$9,757,675.15	 
	10/10/2019	 	 	 $44,547,000.00	 	 	6/10/2024	 	 	 $8,838,805.45	 
	11/10/2019	 	 	 $44,547,000.00	 	 	7/10/2024	 	 	 $7,849,603.40	 
	12/10/2019	 	 	 $44,547,000.00	 	 	8/10/2024	 	 	 $6,923,068.00	 
	1/10/2020	 	 	 $44,547,000.00	 	 	9/10/2024	 	 	 $5,992,810.92	 
	2/10/2020	 	 	 $44,547,000.00	 	 	10/10/2024	 	 	 $4,992,544.44	 
	3/10/2020	 	 	 $44,547,000.00	 	 	11/10/2024	 	 	 $4,054,531.22	 
	4/10/2020	 	 	 $44,547,000.00	 	 	12/10/2024	 	 	 $3,046,728.56	 
	5/10/2020	 	 	 $44,547,000.00	 	 	1/10/2025	 	 	 $2,100,897.61	 
	6/10/2020	 	 	 $44,547,000.00	 	 	2/10/2025	 	 	 $1,151,267.24	 
	7/10/2020	 	 	 $44,547,000.00	 	 	3/10/2025	 	 	$886.37	 
	8/10/2020	 	 	 $44,547,000.00	 	 	4/10/2025	 	 	$0.00	 
	 	 	 	 	 	 	and thereafter	 	 	 	 



 






     BB-1


    	 



    

 


EXHIBIT
CC-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date] 


 


Citigroup
Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice 


 





	 	Re:	Citigroup
Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates, Series 2015-GC35	 


  


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right (as defined below) established under the Pooling and Servicing
Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche Bank Trust Company
Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Depositor, that:


 


1.          The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the


 






     CC-1-1


    	 



    

 


Securities
Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to
the Securities Act or any state securities laws.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 


 






     CC-1-2


    	 



    

 


EXHIBIT CC-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Citigroup Commercial Mortgage Securities Inc.


390 Greenwich Street, 5th Floor

New York, New York 10013


Attention: Paul Vanderslice


 


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


10851 Mastin Street, Suite
700


Overland Park, Kansas 66210


Attention: Executive Vice President
– Division Head


 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial
Mortgage Pass-Through Certificates, Series 2015-GC35



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge
Lender Services LLC, as Operating Advisor, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate
Administrator. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master
Servicer, that:


 


1.          The Transferee
is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part,
in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state securities laws.


 


2.          The Transferee
understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the
Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right
may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant
to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and
qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit CC-1 to the Pooling and Servicing Agreement, and


 






    	CC-2-1



    	 



    

 


(B) each of Midland Loan Services, a Division of PNC Bank, National
Association and the Depositor has received a certificate from the prospective transferee substantially in the form attached as
Exhibit CC-2 to the Pooling and Servicing Agreement.


 


3.          The Transferee
understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance
with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any offer
to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which
(in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of
the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right
pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any manner set
forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.          The Transferee
has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The Transferee
is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited
investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which
all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.          The Transferee
agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess


 






    	CC-2-2



    	 



    

 


Servicing Fee Right or any Certificate pursuant
to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives (collectively, “Representatives”) not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators, except to the
extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public
knowledge at the time of disclosure by such Person or has become generally available to the public other than as a result of disclosure
by such Person; provided, however, that the Transferee or any of its Representatives may provide all or any part of such information
to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such other Person (x)
confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or
disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require
registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information,
and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than such other Person’s auditors, legal counsel and regulators.


 


8.          The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement.


	 	 	 
	 	Very truly yours,
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:



 






    	CC-2-3



    	 



    

 


EXHIBIT DD


 


FORM OF NOTICE AND CERTIFICATION REGARDING
DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 553-0300



 


Fitch Ratings,
Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635 0295


 


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Fax number: (646) 731 2395


 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
(the “Master Servicer”) under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer,
C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche Bank Trust Company
Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.



 


		Date:	____________, 20___



 


		Re:	Citigroup Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates, Series
2015-GC35 Mortgage Loan (the “Subject Mortgage Loan”) heretofore secured by real property known as ____________
[Include the following if there is pari passu or AB debt: as evidenced by that certain Promissory Note [A-1][A] in the amount of
$____________, which Promissory Note [A-1][A] is owned by the Trust, and Promissory Note [A-2][B] in the amount of $_____________,
which Promissory Note [A-2][B] is owned by ________________.



 


Capitalized terms used
but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 


THE STATEMENTS SET
FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING


 






    	DD-1



    	 



    

 


AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT INTENDING TO WARRANT
THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND SERVICING
AGREEMENT AND THE SERVICING STANDARD.


 


We hereby notify you
and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Subject
Mortgage Loan or the defeasance transaction:


 


1.          The Mortgagor has
consummated a defeasance of the Subject Mortgage Loan of the type checked below:**


 


____ a full defeasance
of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or


 


____ a partial
defeasance of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance of the
Subject Mortgage Loan ($____________).


 


2.          The defeasance
was consummated on ____________, 20__.


 


3.          The defeasance
was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents and in
accordance with the Servicing Standard.


 


[Include the following if
there is pari passu or AB debt:


 


4.          In accordance with
the Loan Documents, the defeasance occurred such that:


 


____ Promissory
Notes [A-1][A] and [A-2][B] were defeased simultaneously in their entirety; or


 


____ Promissory
Note [A-2][B] was paid off in full.]


 


5.          To the knowledge
of the Master Servicer any other debt related to the Subject Mortgage Loan (including mezzanine debt, senior secured debt, pari
passu debt or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following: [Describe
debt and holder of the debt and if it was paid off or defeased].


 


6.          The defeasance
collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt obligations
of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage Corporation, (iv)
interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations of the Federal Home
Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”) Temporary
Liquidity Guarantee Program


 






    	DD-2



    	 



    

 


(“TLGP”). Based upon a written report from an independent certified accountant,
such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii) are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		·	Such securities are eligible under TLGP;



 


		·	The master servicer (and the trustee, if it serves as the back-up advancing agent for the transaction)
has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities, and (ii) collect
for expenses incurred in making demand on the FDIC;



 


		·	If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the criteria
for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays in receipt
of the balloon payment;



 


		·	The TLGP securities mature before June 30, 2012; and



 


		·	The master servicer’s error and omissions insurance policy covers losses to the CMBS trust
caused by the master servicer’s failure to make timely demand on the FDIC’s guarantee.



 


7.           After the defeasance,
the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that: (i) is the original Mortgagor,
(ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to restrictions in its organizational
documents substantially similar to those contained in the organizational documents of the original Mortgagor with respect to bankruptcy
remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the originator of the Subject Mortgage Loan
pursuant to the terms of the Loan Documents, or (v) has previously received confirmation from Standard & Poor’s that
the organizational documents of such Defeasance Obligor conform with applicable Standard & Poor’s criteria. The Defeasance
Obligor owns no assets other than defeasance collateral and (only in the case of the original Mortgagor) real property securing
one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement (the “Pool”).


 


8.           If such Defeasance
Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates) hold defeased
loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the Certificates,
as of the date of the most recent Certificate Administrator’s Distribution Date Statement received by the Master Servicer
(the “Current Report”), except to the extent the Defeasance Obligor is of the type specified in paragraph 7(v)
above or the original Loan Documents do not limit the amount of defeased loans that it may hold.


 


9.           The defeasance
documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s criteria) that
must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution (as


 






    	DD-3



    	 



    

 


defined
in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 


10.          The securities
intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s collection
account, all scheduled payments on the Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in the loan
documents (the “Scheduled Payments”).


 


11.          The Master Servicer
received written confirmation from an independent certified public accountant stating that (i) revenues from the defeasance collateral
(without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Monthly
Payments including the payment in full of the Subject Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) except as otherwise
disclosed in the written report from an independent certified public accountant, [and disclosed below,] the revenues received in
any month from the defeasance collateral will be applied to make Monthly Payments within four (4) months after the date of receipt,
(iii) the defeasance collateral is not callable prior to their respective maturity dates, and (iv) interest income from the defeasance
collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor’s interest expense for the Subject
Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year, other than in the year in which the Maturity
Date or Anticipated Repayment Date will occur, when interest income will exceed interest expense.


 


12.          The Master Servicer
received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause either Trust REMIC to
fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed by the Mortgagor and the Defeasance Obligor in
connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii) the Trustee will have a
perfected, first priority security interest in the defeasance collateral.


 


13.          The agreements
executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii) provide for payment
from sources other than the defeasance collateral of all fees and expenses of the securities intermediary for administering the
defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor, (iii) permit
release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after the Subject Mortgage
Loan has been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities intermediary substantially
as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not permit waiver of such representations
and covenants.


 


14.          At the time of
the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest Mortgage Loans by Stated
Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan
that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 






    	DD-4



    	 



    

 


15.          Copies of all
material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other items delivered
in connection with the defeasance will be provided to you upon request.


 


16.          The individual
executing this notice is an authorized officer or a servicing officer of the Master Servicer.


 


IN WITNESS WHEREOF,
the Master Servicer has caused this notice to be executed as of the date captioned above.





	 	 	 
	 	[MASTER SERVICER]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 






    	DD-5



    	 



    

 


EXHIBIT A


 


Exceptions


 






    	DD-6



    	 



    

 


EXHIBIT B


 


Sample Perfected Security
Interest Representations


 


General:


 


1.          [The defeasance
agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral, Securities Account
and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens], and is enforceable
as such as against creditors of and purchasers from [Debtor].


 


Note that “Collateral”
means securities, permitted investments and other assets credited to securities accounts.


 


1.          The [Deposit Account]
constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.          All of the [Collateral]
has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities Account] has agreed
to treat all assets credited to the [Securities Account] as “financial assets” within the meaning of the UCC.


 


Creation:


 


1.          The Defeasance
Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).


 


2.          [Debtor] has received
all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party] of its interest and
rights in the [Collateral] hereunder.


 


Perfection:


 


1.          [Debtor] has caused
or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral, Securities
Account and Deposit Account] to the [Secured Party] hereunder.


 


2.          [Debtor] has delivered
to[Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account bank has agreed to comply
with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing disposition of the funds
in the [Deposit Account] without further consent by the [Debtor].


 


3.          [Debtor] has taken
all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as the person having a
security entitlement against the securities intermediary in the [Securities Account].


 


4.          To the extent a
Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account holder of the [Deposit
Account].


 






    	DD-7



    	 



    

 


Priority:


 


1.          Other than the
security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor] has not
authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest
granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against
[Debtor].


 


2.          The [Securities
Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party]. The [Debtor] has
not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account] to comply
with entitlement orders or instructions of any person other than the [Secured Party].


 






    	DD-8



    	 



    

 


EXHIBIT EE


 


FORM OF NOTICE OF EXCHANGE OF EXCHANGEABLE
CERTIFICATES


 


[Date]


 


[Certificateholder Letterhead]


 


Citibank, N.A.,

          as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, NJ 07310

Attention: Citibank Agency & Trust, CGCMT 2015-GC35


  


Citibank, N.A.,

          as Certificate Administrator

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Global Transaction Services–CGCMT 2015-GC35


  


		Re:	Citigroup Commercial
Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates, Series 2015-GC35



 


Ladies and Gentlemen:


 


Pursuant to the terms
of the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, C-III Asset Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator, and executed in connection with the
above referenced transaction, we hereby (i) certify that as of the date above, the undersigned is the beneficial owner of the Exchangeable
Certificates described on the attached Schedule I, is duly authorized to deliver this notice to the Certificate Administrator and
that such power has not been granted or assigned to any other Person and the Certificate Administrator may conclusively rely upon
this notice and (ii) give notice of our intent to present and surrender the Exchangeable Certificates specified on Schedule I attached
hereto and all of our right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon
received after [_____________], in exchange for the corresponding Exchangeable Certificates specified on Schedule I attached hereto.
We propose an Exchange Date of [______].


 


We agree that upon such exchange, our interests
in the portions of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest in the portion of the
Exchangeable Certificate received in such exchange shall be increased. We confirm that no such exchange will be effected until
we pay a fee to the Certificate Administrator


 






    	EE-1



    	 



    

 


in an amount equal to $5,000 (together with any other expenses related to such exchange
(including fees charged by the Depository, if applicable)).


 


[[If Applicable] Our Depository participant
number is [________].]


 


Capitalized terms used in this notice but
not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.


 


Sincerely,


 


[_____________]


 


	By:	 	 
	 	Name:	 
		Title:	 



 


[Medallion Stamp Guarantee]


 






    	EE-2



    	 



    

 


Schedule I


 






    	EE-3



    	 



    

 


EXHIBIT FF-1


 


FORM OF NOTICE REGARDING OUTSIDE 


 


SERVICED TRUST LOAN


 


[Date]


 


	
        Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI1533

Fax Number: (714) 247-6022 

         
	
        Citibank, N.A.,

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Citibank Agency & Trust - CGCMT 2015-GC33

Fax Number: (212) 816-5527

         

	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700 

        Miami Beach, Florida 33139 

        Attention: Thomas F. Nealon III, Esq., Steven A. Rivers,
Esq. and Job Warshaw 

        Fax Number: (305) 695-5601 

        email: tnealon@lnrproperty.com,

        srivers@lnrproperty.com and

        jwarshaw@lnrproperty.com

         

        Situs Holdings, LLC

        2 Embarcadero

        Suite 1300

        San Francisco, California 94111

        Attention: Stacey Ciarlanti, Vice President

        

        with a copy to:

         

        Situs Holdings, LLC

        5065 Westheimer Suite 700E

        Houston, Texas 77052

        Attention: Legal Department

         
	
        Wells Fargo Bank, National
        Association

        Commercial Mortgage Servicing

        MAC D1086

        550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: CGCMT 2015-GC33 Asset Manager

        Fax Number: (704) 715-0036

         

        with a copy to:

         

        Wells Fargo Bank,
National Association 

        Legal Department 

        301 South College
Street 

        TW-30, D1053-300 

        Charlotte, North
Carolina 28202-6000, 

        Attention: Commercial
Mortgage Servicing Legal Support 

        Fax number: (704) 383-3663

          

        with a copy to

          

        K&L Gates LLP

Hearst Tower, 214 North Tryon Street 

        Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

fax number: number: (704) 353-3190

 



		Re:	Citigroup Commercial Mortgage Trust 2015-GC33, Commercial Mortgage Pass-Through Certificates, Series
2015-CG33 Pooling and Servicing Agreement



 


Ladies and Gentlemen:


 






    	FF-1-1



    	 



    

 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of September 1, 2015 (the “CGCMT-GC33 PSA”), between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC,
as special servicer, Situs Holdings, LLC, as operating advisor, Citibank, N.A., as certificate administrator, and Deutsche Bank
Trust Company Americas, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the
CGCMT-GC33 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “GC35 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “GC35 Master Servicer”), C-III Asset Management LLC, as special servicer (the “GC35
Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “GC35 Operating Advisor”),
Citibank, N.A., as certificate administrator (the “GC35 Certificate Administrator”), and Deutsche Bank Trust
Company Americas, as trustee (the “GC35 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust
2015-GC35 (the “GC35 Trust”) was established and the Illinois Center Companion Loan evidenced by note A-3 and
the Hammons Hotel Portfolio Companion Loan evidenced by note A-4 were transferred to the GC35 Trust as of December 8, 2015 (the
“Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.          Deutsche Bank
Trust Company Americas, as trustee under the GC35 PSA, is the holder of the Illinois Center Companion Loan evidenced by notes A-3
and the Hammons Hotel Portfolio Companion Loan evidenced by note A-4. You are directed to remit to Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer under the GC35 PSA, all amounts payable to, and to forward, deliver or otherwise
make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer
under the GC35 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to the Serviced Companion Loan Holders with respect to the Illinois Center Companion Loan evidenced
by note A-3 and the Hammons Hotel Portfolio Companion Loan evidenced by note A-4 under the CGCMT-GC33 PSA and the respective Co-Lender
Agreements with respect to the Illinois Center Loan Combination and the Hammons Hotel Portfolio Loan Combination. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as GC35 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A. 


		Account Name:	Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Deutsche Bank Trust Company Americas,
as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass
Through Certificates, Series 2015-GC35



Account #: 1029042196


 






    	FF-1-2



    	 



    

 


2.          The contact information
for the GC35 Trustee, the GC35 Certificate Administrator, the GC35 Master Servicer, the GC35 Special Servicer and the GC35 Operating
Advisor with respect to the Illinois Center Companion Loan evidenced by notes A-3 and the Hammons Hotel Portfolio Companion Loan
evidenced by note A-4 is as follows:


 


	GC35 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI1535

Fax Number: (714) 247-6022
	GC35 Certificate Administrator:	Citibank, N.A.,

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Citibank Agency & Trust - CGCMT 2015-GC35

Fax Number: (212) 816-5527
	GC35 Master Servicer:	
        Midland Loan Services,
a Division of PNC Bank, National Association 

        10851 Mastin Street,
Suite 700 

        Overland Park, Kansas
66210 

        Attention: Executive
Vice President – Division Head 

        Fax number: (913)
253-9001 

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Stinson Leonard
Street LLP 

        1201 Walnut Street,
Suite 2900 

        Kansas City, Missouri
64106-2150 

        Attention: Kenda
K. Tomes 

        Fax number: (816)
412-9338 

	GC35 Special Servicer:	
        C-III Asset Management LLC 

        5221 N. O’Connor Blvd. 

        Suite 600 Irving, Texas 75039 

        Attention: Lindsey Wright 

        Fax number: (972) 868-5490 

        Email: lwright@c3cp.com

         

        with a copy to

         

        C-III Asset Management LLC 

        5221 N. O’Connor Blvd., Suite 600 

        



 






    	FF-1-3



    	 



    

 


	 	
    Irving, Texas 75039

        Attention: Jenna
Unell

        Fax number: (972)
868-5490

        Email: lwright@c3cp.com 

	GC35 Operating Advisor:	
        Park Bridge Lender Services LLC

2 Embarcadero

Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti, Vice President



with a copy to:

         

        Park Bridge Lender Services LLC

5065 Westheimer Suite 700E

Houston, Texas 77052

Attention: Legal Department

         



 


3.          The GC35 Trust
is subject to the reporting requirements of the Exchange Act.


 


4.          Enclosed herewith
is a copy of an executed version of the GC35 PSA.


 


	 	Very truly yours,
	 	 	 
	 	By:	 
			Name:

Title:



 






    	FF-1-4



    	 



    

 


EXHIBIT FF-2


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED TRUST LOAN


 


[Date]

 


	
        U.S. Bank National Association

        190 South LaSalle Street, 7th Floor

        Mail Code: MK-IL-SLC7

        Chicago, Illinois 6060

        Attention: Bondholder Services - GSMS 2015-GC34

        fax number: (866) 807-8670

          

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        MAC D1086

        550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: GSMS 2015-GC34 Asset Manager

        Fax Number: (704) 715-0036

         

        with a copy to:

         

        Wells Fargo Bank, National Association

        Legal Department

        301 South College Street

        TW-30, D1053-300 

        Charlotte, North Carolina 28202-6000, 

        Attention: Commercial Mortgage Servicing Legal Support 

        Fax number: (704) 383-3663

          

        with a copy to:

         

        K&L Gates LLP

        Hearst Tower, 214 North Tryon Street Charlotte, North
Carolina 28202 

        Attention: Stacy G. Ackermann

        Fax number: (704) 353-3190
	
        Pentalpha Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Don Simon, Chief Operating Officer 

         

        with copies via e-mail to:

         

        don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com

         

        with a copy to:

         

        Bass, Berry & Sims PLC, 150 Third Avenue South,
Nashville, Tennessee 37201

        Attention: Jay H. Knight

        email: jknight@bassberry.com

         

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

10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division
Head

        Fax number: (913) 253-9001

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150 

        Fax number: (816) 412-9338 

        Attention: Kenda K. Tomes, email: kenda.tomes@stinsonleonard.com

         



 






    	FF-2-1



    	 



    

 


		Re:	GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC34



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “GSMS-GC34 PSA”), between GS Mortgage
Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and U.S. Bank National
Association as certificate administrator and as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the GSMS-GC34 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “GC35 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “GC35 Master Servicer”), C-III Asset Management LLC, as special servicer (the “GC35
Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “GC35 Operating Advisor”),
Citibank, N.A., as certificate administrator (the “GC35 Certificate Administrator”), and Deutsche Bank Trust
Company Americas, as trustee (the “GC35 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust
2015-GC35 (the “GC35 Trust”) was established and the 750 Lexington Avenue Companion Loan was transferred to
the GC35 Trust as of December 8, 2015 (the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.           Deutsche Bank
Trust Company Americas, as trustee under the GC35 PSA, is the holder of the 750 Lexington Avenue Companion Loan. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GC35 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the GC35 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Loan Holder with respect
to the 750 Lexington Avenue Companion Loan under the GSMS-GC34 PSA and the 750 Lexington Avenue Co-Lender Agreement. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as GC35 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A.


 


		Account Name:	Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Deutsche Bank Trust Company Americas,
as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Securities



 






    	FF-2-2



    	 



    

 


Inc., Commercial Mortgage Pass Through
Certificates, Series 2015-GC35


 


Account #: 1029042196


 


2.           The contact information
for the GC35 Trustee, the GC35 Certificate Administrator, the GC35 Master Servicer, the GC35 Special Servicer and the GC35 Operating
Advisor with respect to the 750 Lexington Avenue Companion Loan is as follows:


 


	GC35 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI1535

Fax Number: (714) 247-6022
	GC35 Certificate Administrator:	Citibank, N.A.,

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Citibank Agency & Trust - CGCMT 2015-GC35

Fax Number: (212) 816-5527
	GC35 Master Servicer:	
        Midland Loan Services,
a Division of PNC Bank, National Association

        10851 Mastin Street,
Suite 700 

        Overland Park, Kansas
66210 

        Attention: Executive
Vice President – Division Head 

        Fax number: (913)
253-9001 

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Stinson Leonard
Street LLP

        1201 Walnut Street,
Suite 2900

        Kansas City, Missouri
64106-2150 

        Attention: Kenda
K. Tomes 

        Fax number: (816)
412-9338 

	GC35 Special Servicer:	
        C-III Asset Management LLC 

        5221 N. O’Connor Blvd. 

        Suite 600 Irving, Texas 75039 

        Attention: Lindsey Wright 

        Fax number: (972) 868-5490 

        Email: lwright@c3cp.com 

         

        



 






    	FF-2-3



    	 



    

 


	 	with
a copy to

         

        C-III Asset Management LLC

        5221 N. O’Connor Blvd., Suite 600

        Irving, Texas 75039

        Attention: Jenna
Unell

        Fax number: (972)
868-5490

        Email: lwright@c3cp.com

	GC35 Operating Advisor:	
        Park Bridge Lender Services LLC

        2 Embarcadero

        Suite 1300

        San Francisco, California 94111

        Attention: Stacey Ciarlanti, Vice President

        

        with a copy to:

          

        Park Bridge Lender Services LLC

5065 Westheimer Suite 700E

Houston, Texas 77052

Attention: Legal Department



 


		3.	The GC35 Trust is subject to the reporting requirements of the Exchange Act.



  


		4.	Enclosed herewith is a copy of an executed version of the GC35 PSA.



 





	 	Very truly yours,
	 	 	 
	 	By:	 
			Name:

Title:


 






    	FF-2-4



    	 



    

 


EXHIBIT FF-3


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED TRUST LOAN


 


[Date]

 


	
        Wells Fargo Bank, National Association, as servicer

        Commercial Mortgage Servicing

        MAC D1086

        550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: GSMS 2015-590M Asset Manager

        Fax Number: (704) 715-0036

          

        with a copy to:

         

        Wells Fargo Bank, National Association 

        Legal Department 

        301 South College Street, TW-30 

        Charlotte, North Carolina 28202 

        Attention: Commercial Mortgage Servicing Legal Support 

        Fax number: (704) 383-3663 

        Reference: GS 2015-590M

          

        with a copy to:

         

        K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Fax Number: (704) 353-3190 
	
        Wilmington Trust, National Association, as trustee

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee GS 2015-590M

        Fax Number: (302) 636-4140

        Email: CMBSTrustee@wilmingtontrust.com

         

        





AEGON USA Realty Advisors, LLC, as special servicer

         

        4333 Edgewood Road NE,

        Cedar Rapids, IA 52499

        Attention: Vice President, Special Servicing

        Fax number: (319) 355-8030

          

        Wells Fargo Bank, National Association, as certificate
administrator 

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045 1951

        Attention: Corporate Trust Services (CMBS)

        GS 2015-590M

        Fax Number: (410) 715 2380

        E Mail: cts.cmbs.bond.admin@wellsfargo.com 

and to: trustadministrationgroup@wellsfargo.com



 


		Re:	GS Mortgage Securities Trust 2015-590M, Commercial Mortgage
Pass-Through Certificates, Series 2015-590M



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Trust and Servicing Agreement, dated as of November 10, 2015 (the “GSMS-590M TSA”), between GS Mortgage
Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors,


 






    	FF-3-1



    	 



    

 


LLC, as
special servicer, Wells Fargo Bank, National Association, as certificate administrator, and Wilmington Trust, National Association,
as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the GSMS-590M TSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “GC35 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “GC35 Master Servicer”), C-III Asset Management LLC, as special servicer (the “GC35
Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “GC35 Operating Advisor”),
Citibank, N.A., as certificate administrator (the “GC35 Certificate Administrator”), and Deutsche Bank Trust
Company Americas, as trustee (the “GC35 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust
2015-GC35 (the “GC35 Trust”) was established and the Companion Loan evidenced by Promissory Note A-3 was transferred
to the GC35 Trust as of December 8, 2015 (the “Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.            Deutsche Bank
Trust Company Americas, as trustee under the GC35 PSA, is the holder of the Companion Loan evidenced by Promissory Note A-3. You
are directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the GC35
PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer under the GC35 PSA, all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to the Serviced Companion Loan Holder with
respect to the Companion Loan evidenced by Promissory Note A-3 under the GSMS-590M TSA and the Co-Lender Agreement. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as GC35 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A.


 


		Account Name:	Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Deutsche Bank Trust Company Americas,
as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass
Through Certificates, Series 2015-GC35



 


Account #: 1029042196


 


2.            The contact information
for the GC35 Trustee, the GC35 Certificate Administrator, the GC35 Master Servicer, the GC35 Special Servicer and the GC35 Operating
Advisor with respect to the Companion Loan evidenced by Promissory Note A-3 is as follows:


 


	GC35 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place



 






    	FF-3-2



    	 



    

 


	 	
Santa Ana, California, 92705-4934

Attention: Trust Administration – CI1535

Fax Number: (714) 247-6022
	GC35 Certificate Administrator:	Citibank, N.A.,

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Citibank Agency & Trust - CGCMT 2015-GC35

Fax Number: (212) 816-5527
	GC35 Master Servicer:	
        Midland Loan Services,
a Division of PNC Bank, National Association

        10851 Mastin Street,
Suite 700

        Overland Park, Kansas
66210 

        Attention: Executive
Vice President – Division Head 

        Fax number: (913)
253-9001 

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Stinson Leonard
Street LLP 

        1201 Walnut Street,
Suite 2900 

        Kansas City, Missouri
64106-2150 

        Attention: Kenda
K. Tomes 

        Fax number: (816)
412-9338 

	GC35 Special Servicer:	
        C-III Asset Management LLC 

        5221 N. O’Connor Blvd. 

        Suite 600 Irving, Texas 75039 

        Attention: Lindsey Wright 

        Fax number: (972) 868-5490 

        Email: lwright@c3cp.com

         

        with a copy to

         

        C-III Asset Management LLC 

        5221 N. O’Connor Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Jenna
Unell 

        Fax number: (972)
868-5490 

        Email: lwright@c3cp.com 

	GC35 Operating Advisor:	
        Park Bridge Lender Services LLC

560 Lexington Avenue, 17th floor

        



 






    	FF-3-3



    	 



    

 


	 	New
York, New York 10022 

        Attention: CGCMT 2015-GC35 -- Surveillance Manager

        

        with copies sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com  



 


		3.	The GC35 Trust is subject to the reporting requirements of the Exchange Act.



  


		4.	Enclosed herewith is a copy of an executed version of the GC35 PSA.



 





	 	Very truly yours,
	 	 	 
	 	By:	 
			Name:

Title:


 






    	FF-3-4



    	 



    

 


EXHIBIT FF-4


 


FORM OF NOTICE REGARDING OUTSIDE  


SERVICED TRUST LOAN


  


[Date]


 


	
        Wilmington Trust, National Association, as trustee 

        1100 North Market Street 

        Wilmington, Delaware, 19890 

        Attention: Account Name – GSMS 2015-GS1, Facsimile
number: (302) 636-4140 

        Email: cmbstrustee@wilmingtontrust.com
	
        Wells Fargo Bank, National Association, as certificate
administrator 

        9062 Old Annapolis Road 

        Columbia, Maryland 21045 

        Attention: CMBS – GS 2015-GS1 

        E-mail: cts.cmbs.bond.admin@wellsfargo.com and
        trustadministrationgroup@wellsfargo.com

         

	
        Wells Fargo Bank, National Association, as special servicer

        Commercial Mortgage Servicing

        MAC D1086

        550 South Tryon Street, 14th Floor

        Charlotte, North Carolina 28202

        Attention: GSMC 2015-GS1 Special Servicing - Daniel Marthinsen

        Fax Number: (704) 715-0036

         

        with a copy to:

         

        Wells Fargo Bank, National Association 

        Legal Department 

        301 South College Street 

        TW-30, D1053-300 

        Charlotte, North Carolina 28202-6000, 

        Attention: Commercial Mortgage Servicing Legal Support 

        Fax number: (704) 383-3663

         

        with a copy to:

          

        K&L Gates LLP 

        Hearst Tower, 214 North Tryon Street Charlotte, North
Carolina 28202 

        Attention: Stacy G. Ackermann 

        Fax number: (704) 353-3190 

         
	
        Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer

10851 Mastin Street, Suite 700 

        Overland Park, Kansas 66210 

        Attention: Executive Vice President – Division
Head 

        Fax number: (913) 253-9001 

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Stinson Leonard Street LLP 

        1201 Walnut Street, Suite 2900 

        Kansas City, Missouri 64106-2150 

        Fax number: (816) 412-9338 

        Attention: Kenda K. Tomes, email:

        kenda.tomes@stinsonleonard.com

         

        Situs Holdings, LLC, as operating advisor 

        2 Embarcadero, Suite 1300 

        San Francisco, California 94111 

        Attention: Stacey Ciarlanti, Vice President 

        Email: Stacey.Ciarlanti@situs.com

         

        with a copy to:

         

        Situs Holdings, LLC 

        5065 Westheimer Suite 700E 

        Houston, Texas 77052 

        



 






    	FF-4-1



    	 



    

 


	 	Attention: Legal Department 

         

        with a copy to: 

         

        Kilpatrick Townsend & Stockton LLP 

        1100 Peachtree Street NE, Suite 2800 

        Atlanta, Georgia 30309-4528 

        Attention: Rex R. Veal 

        Fax number: (404) 541-3430

        email: rveal@kilpatricktownsend.com

	 	 


		Re:	GS Mortgage Securities Trust 2015-GS1, Commercial Mortgage
Pass-Through Certificates, Series 2015-GS1



 


Ladies and Gentlemen:


 


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “GSMS-GS1 PSA”), between GS Mortgage
Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
Wells Fargo Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, Wells Fargo Bank, National
Association, as certificate administrator, and Wilmington Trust, National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the GSMS-GS1 PSA.


 


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2015 (the “GC35 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer (the “GC35 Master Servicer”), C-III Asset Management LLC, as special servicer (the “GC35
Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “GC35 Operating Advisor”),
Citibank, N.A., as certificate administrator (the “GC35 Certificate Administrator”), and Deutsche Bank Trust
Company Americas, as trustee (the “GC35 Trustee”), pursuant to which the Citigroup Commercial Mortgage Trust
2015-GC35 (the “GC35 Trust”) was established and the Westin Boston Waterfront Companion Loan evidenced by note
A-2 and the South Plains Mall Companion Loan evidenced by note A-2 were transferred to the GC35 Trust as of December 8, 2015 (the
“Closing Date”).


 


The undersigned hereby
notifies you that, as of the Closing Date:


 


1.           Deutsche Bank
Trust Company Americas, as trustee under the GC35 PSA, is the holder of the Westin Boston Waterfront Companion Loan evidenced by
note A-2 and the South Plains Mall Companion Loan evidenced by note A-2. You are directed to remit to Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer under the GC35 PSA, all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the GC35 PSA, all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to the Serviced


 






    	FF-4-2



    	 



    

 


Companion Loan Holders with respect to the Westin Boston Waterfront Companion
Loan evidenced by note A-2 and the South Plains Mall Companion Loan evidenced by note A-2 under the GSMS-GS1 PSA and the respective
Co-Lender Agreements with respect to the Westin Boston Waterfront Whole Loan and the South Plains Mall Whole Loan. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as GC35 Master Servicer, are as follows:


  


Bank: PNC Bank, N.A.


 


		Account Name:	Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Deutsche Bank Trust Company Americas,
as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass
Through Certificates, Series 2015-GC35



 


Account #: 1029042196


 


2.           The contact information
for the GC35 Trustee, the GC35 Certificate Administrator, the GC35 Master Servicer, the GC35 Special Servicer and the GC35 Operating
Advisor with respect to the Westin Boston Waterfront Companion Loan evidenced by note A-2 and the South Plains Mall Companion Loan
evidenced by note A-2 is as follows:


 


	GC35 Trustee:	Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California, 92705-4934

Attention: Trust Administration – CI1535

Fax Number: (714) 247-6022
	GC35 Certificate Administrator:	Citibank, N.A.,

388 Greenwich Street, 14th Floor

New York, NY 10013

Attention: Citibank Agency & Trust - CGCMT 2015-GC35

Fax Number: (212) 816-5527
	GC35 Master Servicer:	
        Midland Loan Services,
a Division of PNC Bank, National Association 

        10851 Mastin Street,
Suite 700 

        Overland Park, Kansas
66210 

        Attention: Executive
Vice President – Division Head 

        Fax number: (913)
253-9001 

        Email: NoticeAdmin@midlandls.com 

         

        with a copy to:

        



 






    	FF-4-3



    	 



    

 


	 	 

                                                                                                                                         Stinson
Leonard Street LLP 

        1201 Walnut Street,
Suite 2900 

        Kansas City, Missouri
64106-2150 

        Attention: Kenda
K. Tomes 

        Fax number: (816)
412-9338 

	GC35 Special Servicer:	
        C-III Asset Management LLC 

        5221 N. O’Connor Blvd. 

        Suite 600 Irving, Texas 75039 

        Attention: Lindsey Wright 

        Fax number: (972) 868-5490 

        Email: lwright@c3cp.com

         

        with a copy to

         

        C-III Asset Management LLC 

        5221 N. O’Connor Blvd., Suite 600 

        Irving, Texas 75039 

        Attention: Jenna
Unell 

        Fax number: (972)
868-5490 

        Email: lwright@c3cp.com 

	GC35 Operating Advisor:	
        Park Bridge Lender Services LLC

560 Lexington Avenue, 17th floor 

        New York, New York 10022 

        Attention: CGCMT 2015-GC35 -- Surveillance Manager

        

        with copies sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com  



  


		3.	The GC35 Trust is subject to the reporting requirements of the Exchange Act.



  


		4.	Enclosed herewith is a copy of an executed version of the GC35 PSA.



 





	 	Very truly yours,
	 	 	 
	 	By:	 
			Name:

Title:


 






    	FF-4-4