Exhibit 4.4


 





 






 


CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,


as Depositor,


 


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


as Servicer,


 


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


as Special Servicer,


 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,


as Trustee,


 


and


 


CITIBANK,
N.A.,


as Certificate Administrator


 





 



 


TRUST AND SERVICING AGREEMENT


 


Dated as of May 6, 2015


 


 



 


CGBAM Commercial Mortgage Trust 2015-SMRT,


Commercial Mortgage Pass-Through Certificates,
Series 2015-SMRT



 

 


 






    	 



    	 



    

 


TABLE
OF CONTENTS


	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 
	1.	DEFINITIONS	5
	 	 	 	 
	 	1.1	Definitions	5
	 	1.2	Interpretation	59
	 	1.3	Certain Calculations in Respect of
    the Trust Loan	59
	 	 	 	 
	2.	DECLARATION OF TRUST; ORIGINAL
    ISSUANCE OF CERTIFICATES	62
	 	 	 
	 	2.1	Creation and Declaration of Trust;
    Conveyance of the Mortgage Loan	62
	 	2.2	Acceptance by the Trustee	67
	 	2.3	Representations and Warranties of the
    Trustee	69
	 	2.4	Representations and Warranties of the
    Certificate Administrator	70
	 	2.5	Representations and Warranties of the
    Servicer and the Special Servicer	72
	 	2.6	[Reserved]	73
	 	2.7	Representations and Warranties of the
    Depositor	73
	 	2.8	Representations and Warranties Contained
    in the Trust Loan Purchase Agreement	74
	 	2.9	Execution and Delivery of Certificates;
    Issuance of Uncertificated Lower-Tier Interests	77
	 	2.10	Miscellaneous REMIC Provisions	77
	 	 	 	 
	3.	ADMINISTRATION AND SERVICING
    OF THE MORTGAGE LOAN	78
	 	 	 
	 	3.1	Servicer to Act as the Servicer; Special
    Servicer to Act as the Special Servicer	78
	 	3.2	Sub-Servicing Agreements	79
	 	3.3	Cash Management Account and Reserve
    Accounts	81
	 	3.4	Collection Account	81
	 	3.5	Distribution Account	87
	 	3.6	Foreclosed Property Account	88
	 	3.7	Appraisal Reductions	89
	 	3.8	Investment of Funds in the Collection
    Account and any Foreclosed Property Account	92
	 	3.9	Payment of Taxes, Assessments, etc.	93
	 	3.10	Appointment of Special Servicer	94
	 	3.11	Maintenance of Insurance and Errors
    and Omissions and Fidelity Coverage	100
	 	3.12	Procedures with Respect to Defaulted
    Mortgage Loan; Realization upon the Properties	102
	 	3.13	Trustee to Cooperate; Release of Items
    in Mortgage Loan File	105
	 	3.14	Title and Management of Foreclosed
    Property	105


  






    	i



    	 



    

 






	 	 	 	 
	 	3.15	Sale of Foreclosed Property	107
	 	3.16	Sale of the Mortgage Loan	109
	 	3.17	Servicing Compensation	113
	 	3.18	Reports to the Certificate Administrator;
    Account Statements	117
	 	3.19	Annual Statement as to Compliance	118
	 	3.20	Annual Independent Public Accountants’
    Servicing Report	120
	 	3.21	Access to Certain Documentation Regarding
    the Mortgage Loan and Other Information	121
	 	3.22	Inspections	122
	 	3.23	Advances	122
	 	3.24 	Modifications of Mortgage Loan Documents;
    Due on Sale; Due on Encumbrance	127
	 	3.25	Servicer and Special Servicer May Own
    Certificates	131
	 	3.26	Mezzanine Intercreditor Agreement;
    Notice of Mortgage Loan Event of Default to Mezzanine Lenders and and Companion Loan Holders	131
	 	3.27	Rating Agency Confirmation	132
	 	3.28	Approval of Annual Budget	134
	 	3.29	134	 
	 	3.30	Compensating Interest Payments	134
	 	 	 	 
	4.	PAYMENTS AND STATEMENTS
    TO CERTIFICATEHOLDERS	135
	 	 	 
	 	4.1	Distributions	135
	 	4.2	Withholding Tax	139
	 	4.3	Allocation and Distribution of Default
    Yield Maintenance Premiums	140
	 	4.4	Statements to Certificateholders	141
	 	4.5	Investor Q&A Forum; Investor Registry
    and Rating Agency Q&A Forum	144
	 	 	 	 
	5.	THE CERTIFICATES	147
	 	 	 
	 	5.1	The Certificates	147
	 	5.2	Form and Registration	148
	 	5.3	Registration of Transfer and Exchange
    of Certificates	149
	 	5.4	Mutilated, Destroyed, Lost or Stolen
    Certificates	157
	 	5.5	Persons Deemed Owners	157
	 	5.6	Access to List of Certificateholders’
    Names and Addresses; Special Notices	157
	 	5.7	Maintenance of Office or Agency	158
	 	 	 	 
	6.	THE DEPOSITOR, THE SERVICER
    AND THE SPECIAL SERVICER	158
	 	 	 
	 	6.1	Respective Liabilities of the Depositor,
    the Servicer and the Special Servicer	158
	 	6.2	Merger or Consolidation of the Servicer
    or the Special Servicer	158
	 	6.3	Limitation on Liability of the Depositor,
    the Servicer, the Special Servicer and Others	159






 






    	ii



    	 



    

 






	 	 	 	 
	 	6.4	Servicer and Special Servicer Not to
    Resign; Replacement of Servicer or Special Servicer	160
	 	6.5	Policies and Procedures	162
	 	6.6	Indemnification by the Servicer, the
    Special Servicer and the Depositor	163
	 	 	 	 
	7.	SERVICER TERMINATION EVENTS;
    TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES	164
	 	 	 
	 	7.1	Servicer Termination Events; Special
    Servicer Termination Events	164
	 	7.2	Trustee to Act; Appointment of Successor	170
	 	7.3	Notification to Certificateholders,
    the Depositor and the Rating Agencies	173
	 	7.4	Other Remedies of Trustee	173
	 	7.5	Waiver of Past Servicer Termination
    Events and Special Servicer Termination Events	174
	 	7.6	Trustee as Maker of Advances	174
	 	 	 	 
	8.	THE TRUSTEE AND THE CERTIFICATE
    ADMINISTRATOR	175
	 	 	 
	 	8.1	Duties of the Trustee and the Certificate
    Administrator	175
	 	8.2	Certain Matters Affecting the Trustee
    and the Certificate Administrator	177
	 	8.3	Neither the Trustee nor the Certificate
    Administrator is Liable for Certificates or the Mortgage Loan	179
	 	8.4	Trustee and Certificate Administrator
    May Own Certificates	182
	 	8.5	Trustee’s and Certificate Administrator’s
    Fees and Expenses	182
	 	8.6	Eligibility Requirements for the Trustee
    and the Certificate Administrator; Errors and Omissions Insurance	183
	 	8.7	Resignation and Removal of the Trustee
    or the Certificate Administrator	184
	 	8.8	Successor Trustee or Successor Certificate
    Administrator	185
	 	8.9	Merger or Consolidation of the Trustee
    or the Certificate Administrator	186
	 	8.10	Appointment of Co-Trustee or Separate
    Trustee	186
	 	8.11	Appointment of Authenticating Agent	188
	 	8.12	Trustee and Certificate Administrator
    Indemnification; Third-Party Claims	189
	 	8.13	Certificate Administrator and Servicer
    Not Responsible for Inconsistent Payment Information	190
	 	8.14	Access to Certain Information	190
	 	8.15	Appointment of Custodian	197
	 	 	 	 
	9.	CERTAIN MATTERS RELATING
    TO THE CONTROLLING CLASS REPRESENTATIVE	198
	 	 	 
	 	9.1	Selection and Removal of the Controlling
    Class Representative	198
	 	9.2	Limitation on Liability of Controlling
    Class Representative; Acknowledgements of the Certificateholders	200
	 	9.3	Consent to Various Actions; Rights
    and Powers of the Controlling Class Representative	200






 






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	 	9.4	Controlling Class Representative Contact
    with Servicer and Special Servicer	203
	 	 	 	 
	10.	TERMINATION	203
	 	 	 
	 	10.1	Termination	203
	 	10.2	Additional Termination Requirements	204
	 	10.3	Trusts Irrevocable	205
	 	 	 	 
	11.	MISCELLANEOUS PROVISIONS	205
	 	 	 
	 	11.1	Amendment	205
	 	11.2	Recordation of Agreement; Counterparts	208
	 	11.3	Governing Law; Submission to Jurisdiction;
    Wavier of Jury Trial	208
	 	11.4	Notices	209
	 	11.5	Notices to the Rating Agencies	213
	 	11.6	Severability of Provisions	213
	 	11.7	Limitation on Rights of Certificateholders	213
	 	11.8	Certificates Nonassessable and Fully
    Paid	214
	 	11.9	Reproduction of Documents	214
	 	11.10	No Partnership	215
	 	11.11	Actions of Certificateholders	215
	 	11.12	Successors and Assigns	215
	 	11.13	Acceptance by Authenticating Agent,
    Certificate Registrar	216
	 	11.14	Streit Act	216
	 	11.15	Assumption by Trust of Duties and Obligations
    of the Mortgage Lender Under the Mortgage Loan Documents	216
	 	11.16	Treatment as a Security Agreement	216
	 	11.17	Section 11.16 PNC Bank, National Association	217
	 	 	 	 
	12.	REMIC ADMINISTRATION	217
	 	 	 
	 	12.1	REMIC Administration	217
	 	12.2	Foreclosed Property	220
	 	12.3	Prohibited Transactions and Activities	222
	 	12.4	Indemnification with Respect to Certain
    Taxes and Loss of REMIC Status	222
	 	 	 	 
	13.	EXCHANGE ACT REPORTING
    AND REGULATION AB COMPLIANCE	223
	 	 	 
	 	13.1	Intent of the Parties; Reasonableness	223
	 	13.2	Succession; Sub-Servicers; Subcontractors	224
	 	13.3	Other Securitization Trust’s
    Filing Obligations	226
	 	13.4	Form 10-D Disclosure	226
	 	13.5	Form 10-K Disclosure	226
	 	13.6	Form 8-K Disclosure	227
	 	13.7	Annual Compliance Statements	227


 







    	iv



    	 



    

 





	 	 	 	 
	 	13.8	Annual Reports on Assessment of Compliance
    with Servicing Criteria	228
	 	13.9	Annual Independent Public Accountants’
    Servicing Report	230
	 	13.10	Significant Obligor	231
	 	13.11	Sarbanes-Oxley Backup Certification	232
	 	13.12	Indemnification	232
	 	13.13	Amendments	235
	 	13.14	Termination of the Certificate Administrator	235
	 	13.15	Termination of the Servicer or the
    Special Servicer	235
	 	13.16	Termination of Sub-Servicing Agreements.	236
	 	13.17	Notification Requirements and Deliveries
    in Connection With Securitization of a Companion Loan	236


 


EXHIBITS


	 	 
	Exhibit A-1	Form of Class A Certificates
	Exhibit A-2	Form of Class X Certificates
	Exhibit A-3	Form of Class B Certificates
	Exhibit A-4	Form of Class C Certificates
	Exhibit A-5	Form of Class D Certificates
	Exhibit A-6	Form of Class E Certificates
	Exhibit A-7	Form of Class F Certificates
	Exhibit A-8	Form of Class R Certificates
	Exhibit B	Form of Request for Release
	Exhibit C	Form of Transfer Certificate for Rule 144A Global Certificate to
    Temporary Regulation S Global Certificate
	Exhibit D	Form of Transfer Certificate for Rule 144A Global Certificate to
    Regulation S Global Certificate
	Exhibit E	Form of Transfer Certificate for Temporary Regulation S Global
    Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit F	Form of Certification to be given by Beneficial Owner of Temporary
    Regulation S Global Certificate
	Exhibit G-1	Form of Transfer Certificate for Non-Book Entry Certificate to
    Temporary Regulation S Global Certificate
	Exhibit G-2	Form of Transfer Certificate for Non-Book Entry Certificate to
    Regulation S Global Certificate
	Exhibit G-3	Form of Transfer Certificate for Non-Book Entry Certificate to
    Rule 144A Global Certificate
	Exhibit H-1	Form of Transferor Certification for Transfers of Definitive Certificates
	Exhibit H-2	Form of Investment Representation Letter for Transfers of Definitive
    Certificates
	Exhibit I-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 I-2	Form of Transferor Letter for Transfer of Class R Certificates
	Exhibit J	Form of ERISA Representation Letter
	Exhibit K-1	Form of Investor Certification - Access to Information





 



    	v



    	 



    

 


	 	 
	Exhibit K-2	Form of Investor Certification - Access Solely to Distribution
    Date Statements
	Exhibit K-3	Form of Investor Certification - Voting Rights
	Exhibit L	Applicable Servicing Criteria
	Exhibit M	Form of NRSRO Certification
	Exhibit N	Form of Online Market Data Provider Certification
	Exhibit O	Form of Distribution Date Statement
	Exhibit P-1	Form of Transferor Certificate for Transfer of the Excess Servicing
    Fee Rights
	Exhibit P-2	Form of Transferee Certificate for Transfer of the Excess Servicing
    Fee Rights
	Exhibit Q	Loan Seller Sub-Servicers
	Exhibit R	Additional Form 10-D Disclosure
	Exhibit S	Additional Form 10-K Disclosure
	Exhibit T	Form of Additional Disclosure Notification
	Exhibit U	Form 8-K Disclosure
	Exhibit V-1	Form of Certification to be Provided by the Certificate Administrator
	Exhibit V-2	Form of Certification to be Provided by the Servicer
	Exhibit V-3	Form of Certification to be Provided by the Special Servicer
	Exhibit V-4	Form of Certification to be Provided to Depositor by the Custodian
	Exhibit V-5	Form of Certification to be Provided to Depositor by the Trustee


 



    	vi



    	 



    

 










This
Trust and Servicing Agreement (“Agreement”), is dated as of May 6, 2015, among Citigroup Commercial Mortgage
Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, Deutsche Bank Trust Company Americas, as Trustee,
and Citibank, N.A., as Certificate Administrator.


 


INTRODUCTORY
STATEMENT


 


Terms
not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof.


 


Reference
is made to that certain fixed rate loan in the original principal amount of $412,500,000 (the “Mortgage Loan”),
evidenced by the following promissory notes: (i) that certain Promissory Note A-1A dated April 22, 2015, in the original
principal amount of $48,000,000, made by the Borrowers (as hereinafter defined) in favor of Citigroup Global Markets Realty Corp.
(together with its successors in interest, “CGMRC”) (such promissory note, as the same may hereafter further
be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note
A-1A”); (ii) that certain Promissory Note A-1B dated April 22, 2015, in the original principal amount of $16,000,000,
made by the Borrowers in favor of Bank of America, N.A. (together with its successors in interest, “BANA”)
(such promissory note, as the same may hereafter be further amended, restated, replaced, extended, renewed, supplemented, consolidated,
severed, split or otherwise modified, “Note A-1B”); (iii) that certain Promissory Note A-1C dated April 22,
2015, in the original principal amount of $25,000,000, made by the Borrowers in favor of CGMRC (such promissory note, as the same
may hereafter further be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
modified, “Note A-1C”); (iv) that certain Promissory Note A-1D dated April 22, 2015, in the original principal
amount of $25,000,000, made by the Borrowers in favor of CGMRC (such promissory note, as the same may hereafter further be amended,
restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1D”);
(v) that certain Promissory Note A-1E dated April 22, 2015, in the original principal amount of $43,694,500, made by the Borrowers
in favor of CGMRC (such promissory note, as the same may hereafter further be amended, restated, replaced, extended, renewed,
supplemented, consolidated, severed, split or otherwise modified, “Note A-1E”); (vi) that certain Promissory
Note A-1F dated April 22, 2015, in the original principal amount of $31,231,500, made by the Borrowers in favor of BANA (such
promissory note, as the same may hereafter further be amended, restated, replaced, extended, renewed, supplemented, consolidated,
severed, split or otherwise modified, “Note A-1F”); (vii) that certain Promissory Note A-2A dated April 22,
2015, in the original principal amount of $167,680,500, made by the Borrowers in favor of CGMRC (such promissory note, as the
same may hereafter further be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
modified, “Note A-2A”); and (viii) that certain Promissory Note A-2B dated April 22, 2015, in the original
principal amount of $55,893,500, made by the Borrowers in favor of BANA (such promissory note, as the same may hereafter be further
amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note
A-2B”; and each of Note A-1A, Note A-1B, Note A-1C, Note A-1D, Note A-1E, Note A-1F, Note A-2A and Note A-2B, a “Note”
and, together, the “Notes”).


 






    	 



    	 



    

 


The
Notes are secured by, among other things, a first mortgage lien on the Borrowers’ fee simple and leasehold interests, as
applicable, in the Properties.


 


The
Mortgage Loan was originated by CGMRC and BANA pursuant to that certain Loan Agreement, dated as of March 26, 2015, as amended
by that certain First Amendment to Loan Agreement and Omnibus Amendment to Loan Documents, dated as of April 22, 2015 (as previously
so amended and as the same may hereafter be further amended, restated, supplemented or otherwise modified, the “Mortgage
Loan Agreement”), by and between TKG StorageMart Partners Portfolio, LLC, a Delaware limited liability company, and
New TKG-StorageMart Partners Portfolio, LLC, a Delaware limited liability company (collectively with each other and with their
respective successors and permitted assigns in such capacity under the Mortgage Loan Agreement and the other Loan Documents (as
defined in the Mortgage Loan Agreement), the “Borrowers”; and, each a “Borrower”), CGMRC
and BANA. As of the Cut-off Date, the aggregate outstanding principal balance of the Mortgage Loan is $412,500,000.


 


Note
A-1A, Note A-1B and Note A-1C are each referred to herein as a “Senior Trust Note” and are collectively referred
to herein as the “Senior Trust Notes”. Note A-2A and Note A-2B are each referred to herein as a “Junior
Trust Note” and are collectively referred to herein as the “Junior Trust Notes”. Note A-1A, Note
A-1B, Note A-1C, Note A-2A and Note A-2B are each referred to herein as a “Trust Note” and are collectively
referred to herein as the “Trust Notes”. The portion of the Mortgage Loan evidenced by the Trust Notes is referred
to herein as the “Trust Loan”. The portion of the Trust Loan evidenced by the Senior Trust Notes is referred
to herein as the “Senior Portion”. The portion of the Trust Loan evidenced by the Junior Trust Notes is referred
to herein as the “Junior Portion”. Note A-1D, Note A-1E and Note A-1F are each referred to herein as a “Companion
Loan Note” and are collectively referred to herein as the “Companion Loan Notes”. The portion of
the Mortgage Loan evidenced by each Companion Loan Note is referred to herein as a “Companion Loan” and are
collectively referred to herein as the “Companion Loans”. The Senior Trust Notes and the Companion Loan Notes
are collectively referred to herein as the “Senior Notes” and, each, as a “Senior Note”.


 


The
Trust Loan was sold and assigned by CGMRC and BANA to the Depositor pursuant to: (i) in the case of the portion of the Trust
Loan evidenced by Note A-1A, Note A-1C and Note A-2A, that certain Trust Loan Purchase Agreement, dated as of May 6, 2015
(the “CGMRC Trust Loan Purchase Agreement”), by and between CGMRC and the Depositor; and (ii) in the case
of the portion of the Trust Loan evidenced by Note A-1B and Note A-2B, that certain Trust Loan Purchase Agreement, dated
as of May 6, 2015 (the “BANA Trust Loan Purchase Agreement”), by and between BANA and the Depositor. The CGMRC
Trust Loan Purchase Agreement and the BANA Trust Loan Purchase Agreement are each referred to herein as a “Trust Loan
Purchase Agreement” and, collectively, as the “Trust Loan Purchase Agreements”.


 


The
respective rights and obligations of the holders of the Notes are governed by the terms and provisions of that certain Co-Lender
Agreement dated as of May 6, 2015 (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Co-Lender
Agreement”), between CGMRC, as holder of Note A-1A, Note A-1C, Note A-1D, Note A-1E and Note A-2A, and BANA, as holder
of Note A-1B, Note A-1F and Note A-2B.


 






    	2



    	 



    

 


As
provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions
of the Trust Fund for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier
REMIC” and the “Lower-Tier REMIC” and, each, a “REMIC”). The Class A, Class X,
Class B, Class C, Class D, Class E and Class F Certificates represent “regular interests” in the Upper-Tier REMIC.
The Class LA, Class LB, Class LC, Class LD, Class LE and Class LF Uncertificated Interests represent “regular
interests” in the Lower-Tier REMIC. The Class R Certificates will evidence the sole Class of “residual interests”
in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.


 


In
exchange for the Trust Loan, the Trust shall issue to the Depositor the Class A, Class X, Class B, Class C, Class D, Class E,
Class F and Class R Certificates (the “Certificates”), which Certificates in the aggregate will evidence the
entire beneficial interest in the Trust Fund.


 


The
Trust Fund consists principally of the Trust Notes and, insofar as they evidence, secure, guarantee or otherwise relate to the
Trust Loan, the Mortgages and related Mortgage Loan Documents.


 


The
Depositor intends to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements
of the federal securities laws.


 


UPPER-TIER
REMIC


 


The
Class A, Class X, Class B, Class C, Class D, Class E and Class F Certificates shall evidence “regular interests” in
the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole class of “residual interests”
in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class R Certificates. The following table sets forth
the class designation, the pass-through rate (the “Pass-Through Rate”) and the aggregate initial Certificate
Balance (the “Initial Certificate Balance”) or Notional Balance (“Initial Notional Balance”),
as applicable, for each Class of Certificates (other than the Class R certificates) and the Class UT-R Interest, which comprise
the interests in the Upper-Tier REMIC created hereunder:


	 	 	 	 	 
	Class
    Designation	 	Pass-Through
    Rate	 	Initial
    Certificate Balance or 

    Initial Notional Balance
	Class A	 	2.80800%(1)	 	$89,000,000
	Class X	 	0.71800%(2)	 	  $204,961,000(3)
	Class B	 	3.21300%(1)	 	$43,431,000
	Class C	 	3.51600%(1)	 	$32,573,000
	Class D	 	3.76800%(1)	 	$39,957,000
	Class E	 	3.91200%(4)	 	$50,953,000
	Class F	 	3.91200%(4)	 	$56,660,000
	Class UT-R(5)	 	N/A(5)	 	N/A(5)


 


 



 


	(1)	For any Distribution
    Date, the Pass-Through Rate on each of the Class A, Class B, Class C and Class D Certificates will be the related fixed per
    annum rate set forth above.  


 






    	3



    	 



    

 


	 	 
	(2)	Represents the initial
    Class X Pass-Through Rate.  For any Distribution Date, the Class X Pass-Through Rate will be equal to the weighted
    average of the Class X Strip Rates with respect to the Class A, Class B, Class C and Class D Certificates (weighted on the
    basis of the respective Certificate Balances of such Classes of Certificates immediately prior to such Distribution Date).
    
	 	 
	(3)	The Class X Certificates
    will not have a Certificate Balance and will not be entitled to receive distributions of principal.  The Notional
    Balance of the Class X Certificates will be equal to the aggregate Certificate Balances of the Class A, Class B, Class C and
    Class D Certificates from time to time.
	 	 
	(4)	Represents the initial
    related Pass-Through Rate.  For any Distribution Date, the Pass-Through Rate on each of the Class E and Class F
    Certificates will be a per annum rate equal to the Adjusted Net Mortgage Rate for such Distribution Date.  
	 	 
	(5)	The Class UT-R Interest
    (evidenced by the Class R Certificates) will not have a Certificate Balance or Notional Balance, will not bear interest
    and will not be entitled to distributions of Default Yield Maintenance Premiums.  Any Certificate Available Funds
    remaining in the Upper-Tier Distribution Account, after all required distributions under this Agreement have been made to
    each other Class of Certificates and the Class LT-R Interest, will be distributed to the Holders of the Class R
    Certificates in respect of the Class UT-R Interest.


 


LOWER-TIER
REMIC


 


The
Class LA, Class LB, Class LC, Class LD, Class LE and Class LF Uncertificated Interests will evidence “regular interests”
in the Lower-Tier REMIC created hereunder. The Class LT-R Interest will constitute the sole Class of “residual interests”
in the Lower-Tier REMIC created hereunder and will be evidenced by the Class R Certificates. The following table sets forth
the initial Lower-Tier Principal Amounts and Pass-Through Rates for the Uncertificated Lower-Tier Interests and the Class LT-R
Interest comprising the interests in the Lower-Tier REMIC created hereunder:


 


	Class
    Designation	 	Pass-Through
    Rate	 	Original
    Lower-Tier

    Principal Amount
	Class LA	 	(1)	 	$89,000,000
	Class LB	 	(1)	 	$43,431,000
	Class LC	 	(1)	 	$32,573,000
	Class LD	 	(1)	 	$39,957,000
	Class LE	 	(1)	 	$50,953,000
	Class LF	 	(1)	 	$56,660,000
	Class LT-R(2)	 	N/A	 	N/A


 


 


 

	(1)	The Pass-Through
    Rate on each of the Class LA, Class LB, Class LC, Class LD, Class LE and Class LF Uncertificated Interests will at all times
    be a per annum rate equal to the Adjusted Net Mortgage Rate for such Distribution Date.
	 	 
	(2)	The Class LT-R Interest
    (evidenced by the Class R Certificates) will not have a Certificate Balance or Notional Balance, will not bear interest
    and will not be entitled to distributions of Default Yield Maintenance Premiums.  Any Certificate Available Funds
    constituting assets remaining in the Lower-Tier Distribution Account after distributing the Lower-Tier Distribution Amount
    will be distributed to the Holders of the Class R Certificates in respect of the Class LT-R Interest (but only to
    the extent of the Certificate Available Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution
    Account).


 


All
covenants and agreements made by the Depositor herein are for the benefit and security of the Certificateholders and the Trustee
as holder of the Uncertificated Lower-Tier


 






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Interests.
The Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator are entering into this Agreement,
and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged.


 


W I T N E S S E T H  T H A T:


 


In
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.          DEFINITIONS


 


1.1     Definitions. Whenever
used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings
and such meanings shall be equally applicable to the singular and plural forms of such terms, as the context may require.


 


“15Ga-1
Notice”: As defined in Section 2.2(d).


 


“17g-5
Information Provider”: The Certificate Administrator.


 


“17g-5
Information Provider’s Website”: The internet website of the 17g-5 Information Provider that shall initially be
located within the Certificate Administrator’s Website (www.sf.citidirect.com), under the ‘NRSRO” tab
on the page relating to this transaction. Such website shall provide means of navigation for each Rating Agency and other NRSRO
to the portion of the Certificate Administrator’s Website available to each applicable type of Privileged Person.


 


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


 


“Accelerated
Mezzanine Loan”: The Mezzanine Loan if it either (i) has been accelerated (and such acceleration has not been rescinded),
or (ii) is the subject of foreclosure proceedings against the related collateral for such Mezzanine Loan.


 


“Acceptable
Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Borrowers shall maintain all
risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer
has determined, in its reasonable judgment in accordance with the Accepted Servicing Practices, 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 subject 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.
In making this determination, the Special Servicer, to the extent consistent with the Accepted Servicing Practices, may rely on
the opinion of an insurance consultant.


 


“Accepted
Servicing Practices”: As defined in Section 3.1.


 






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“Access
Restricted Party” or “Access Restricted Parties”: Individually or collectively, as the context may
require, any Borrower, any Sponsor, any Mezzanine Borrower, the Guarantor, or any affiliated Property Manager, or any of their
respective Affiliates, or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial
owner of a Borrower, a Mezzanine Borrower, a Sponsor, the Guarantor, any affiliated Property Manager or any non-member manager.


 


“Acquisition
Date”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust is deemed to have acquired one or more of the Properties.


 


“Act”,
“1933 Act” or “Securities Act”: The Securities Act of 1933, as it may be amended from time
to time.


 


“Actual/360
Basis”: The accrual of interest on the basis of the actual number of days elapsed in any particular accrual period in
a year assumed to consist of 360 days.


 


“Additional
Servicer”: Each Affiliate of the Servicer or the Special Servicer that Services the Mortgage Loan and each Person who
is not an Affiliate of the Servicer, other than the Special Servicer or the Certificate Administrator, who Services the Mortgage
Loan as of any date of determination.


 


“Additional
Servicing Compensation”: Default Interest and late payment fees (to the extent remaining after all payments pursuant
to Section 3.4(c)(v)), assumption fees, assumption application fees, defeasance fees, substitution fees, release fees,
Modification Fees, insufficient fund fees, Consent Fees, loan service transaction fees and similar fees and expenses to which
the Servicer and the Special Servicer are entitled (to the extent not otherwise prohibited by and specifically allocated to such
amounts) in accordance with the terms of the Mortgage Loan Documents or pursuant to this Agreement and any income earned (net
of losses (subject to Section 3.8(b)) on the investment of funds deposited in the Collection Account, any Foreclosed
Property Account and, to the extent interest is not payable to the Borrowers, any Reserve Account pursuant to Section 3.8.


 


“Adjusted
Net Mortgage Rate ” With respect to the Trust Loan (even if a Property becomes a Foreclosed Property) for any Distribution
Date, the annualized rate at which interest would have to accrue in respect of the Trust 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)
in respect of the Trust Loan at a per annum rate equal to the Net Mortgage Rate during the Mortgage Loan Interest Accrual
Period that ends in the calendar month in which such Distribution Date occurs; provided, that: (i) the Adjusted Net Mortgage Rate
for the Distribution 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 any such case, such Distribution Date is the final Distribution Date) will be determined based on the “aggregate
amount of interest actually accrued”, as referred to above in this sentence, being net of the related Withheld Amounts;
(ii) the Adjusted Net Mortgage Rate for the Distribution Date in March (or, if it is the Final Distribution Date, the Distribution
Date in February) of any year will be determined based on the “aggregate amount of interest actually accrued”, as
referred to above in this sentence,


 






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including
any such Withheld Amounts; and (iii) in all cases, the Adjusted Net Mortgage Rate will be determined without regard to any
modification, waiver or amendment of the terms of the Trust Loan, whether agreed to by the Special Servicer or resulting from
a bankruptcy, insolvency or similar proceeding involving the Borrowers or otherwise, and without regard to any Property becoming
a Foreclosed Property.


 


“Administrative
Advances”: As defined in Section 3.4(c).


 


“Administrative
Fee Rate”: The sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate and the CREFC® Licensing
Fee Rate.


 


“Advance”:
Any Administrative Advance, Monthly Debt Service Payment Advance or Property Protection Advance.


 


“Advance
Interest”: Interest, compounded monthly, on the aggregate amount of Advances with respect to the Mortgage Loan and/or
the Properties at the Advance Interest Rate.


 


“Advance
Interest Rate”: As defined in Section 3.23(d).


 


“Adverse
REMIC Event”: As defined in Section 12.1(j).


 


“Affiliate”:
With respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under common control
with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract, relation to individuals 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 upon an Officer’s
Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate
Administrator (in the case of the Trustee), a Borrower Party or the Depositor, as applicable, to determine whether any Person
is an Affiliate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, a Borrower Party or the Depositor.


 


“Affiliate
Ethical Wall”: Reasonable policies and procedures to be maintained by an Affiliate of the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, taking into account the nature of its business, to ensure (1) that
such Affiliate will not obtain Confidential Information from the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, and (2) that the Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as applicable, will not obtain information regarding Investments in the Certificates from such Affiliate. Under such policies
and procedures maintained by such Affiliate, (i) policies and procedures restricting the flow of information exist, and shall
be maintained by such Affiliate, between such Affiliate, on the one hand and the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, on the other; (ii) such policies and procedures restricting the flow of information
operate in both directions so as to include (a) policies and procedures against the disclosure of Confidential Information from
the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, to such Affiliate and (b) policies
and procedures against the disclosure of information regarding Investments in Certificates from such Affiliate to the Servicer,
the Special


 






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Servicer,
the Certificate Administrator or the Trustee, as applicable; (iii) the senior management personnel of such Affiliate who have
obtained Confidential Information in the course of their exercise of general managerial responsibilities may not participate in
or use that information to influence Investment Decisions with respect to the Certificates, nor may they pass that information
to others for use in such activities; and (iv) such senior management personnel who have obtained information regarding Investments
in the course of their exercise of general managerial responsibilities may not use that information to influence servicing recommendations.


 


“Agreement”:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“Allocated
Mortgage Loan Amount”: The “Allocated Loan Amount” as defined in the Mortgage Loan Agreement.


 


“Annual
Budget”: Any annual budget furnished by a Borrower pursuant to Section 4.12 of the Mortgage Loan Agreement.


 


“Applicable
S&P Permitted Investment Rating”: (A) In the case of such investments with maturities of thirty (30) days or less,
the short term obligations of which are rated “A-1+” by S&P or the long term obligations of which are rated at
least “AA-” by S&P, (B) in the case of such investments with maturities of three months or less, but more
than thirty (30) days, the short term obligations of which are rated “A-1+” by S&P and the long term obligations
of which are rated at least “AA-” by S&P, (C) in the case of such investments with maturities of six months or
less, but more than three (3) months, the short term obligations of which are rated “A-1+” by S&P and the long
term obligations of which are rated at least “AA-” by S&P, (D) in the case of such investments with maturities
of 365 days or less, but more than six months, the short term obligations of which are rated “A-1+” by S&P and
the long term obligations of which are rated “AAA” by S&P.


 


“Applicable
Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged
by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of
the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Applied
Realized Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Certificates or the Lower-Tier
Principal Amount of any Uncertificated Lower-Tier Interest, as applicable, in respect of Realized Losses pursuant to Section 4.1(h).


 


“Appraisal”:
With respect to any Property or Foreclosed Property, an appraisal of such Property or Foreclosed Property, as the case may be,
conducted by an Independent Appraiser in accordance with the standards of the Appraisal Institute by an Independent Appraiser
and certified by such Independent Appraiser as having been prepared in accordance with the requirements of the Standards of Professional
Practice of the Appraisal Institute with an


 






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“MAI”
designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an initial “Appraisal”
has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal”
hereunder for all purposes if such original appraisal was performed within the previous 18 months. All Appraisals (and updates
thereof) obtained pursuant to the terms of this Agreement shall include a valuation using the “income capitalization –
discounted cash flow approach” and set forth the discount rate and terminal capitalization rate utilized by the Independent
Appraiser. All calculations under this Agreement requiring that a “value” or “appraised value” be used
with respect to a Property or Foreclosed Property shall use the most recently determined appraised value set forth in an Appraisal
(or update thereof) unless a different valuation is specifically required (such as the appraised value of a Property at origination).
For purposes of determining an Appraisal Reduction Amount, the calculation of the Appraised Value (as determined by an updated
Appraisal) of the Properties shall be determined on an “as-is” basis.


 


“Appraisal-Reduced
Class”: As defined in Section 3.7(f).



 




“Appraisal
Reduction Amount”: As of any date of determination, subject to Section 3.7(e) of this Agreement, an amount equal
to the excess of (i) the outstanding principal balance of the Mortgage Loan on such date plus the sum of (A) all accrued
and unpaid interest on the Mortgage Loan, in each case at the related Mortgage Loan Interest Rate, (B) all unreimbursed Administrative
Advances and Property Protection Advances and all unpaid interest on all Advances at the Advance Interest Rate in respect of the
Trust Loan or the Properties, (C) all currently due and unpaid real estate taxes and assessments and insurance premiums and all
other amounts, including, if applicable, ground rents, due and unpaid in respect of the Properties (which taxes, premiums and
other amounts have not been the subject of an Advance) and (D) to the extent not duplicative of amounts in clauses (B)
or (C), all unpaid Trust Fund Expenses then due under the Mortgage Loan Agreement, over (ii) the sum of 90% of
the appraised value (as determined by an updated Appraisal) of the Properties less the amount of any liens (exclusive of Permitted
Encumbrances) on the Properties senior to the lien of the related Mortgage Loan Documents plus any escrows with respect
to the Mortgage Loan, including for taxes, Insurance Premiums and ground rent. The Mortgage Loan will be treated as a single loan
for purposes of calculating the Appraisal Reduction Amount. Any resulting Appraisal Reduction Amount with respect to the Mortgage
Loan will be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the
relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any
remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative
principal balance of such Senior Notes). 


 


“Appraisal
Reduction Event”: The earliest of (i) 120 days after an uncured payment delinquency (other than a delinquency
in respect of the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency
occurs in respect of the Balloon Payment for the Mortgage Loan unless a refinancing is anticipated within 120 days after
the Maturity Date of the Mortgage Loan (as evidenced by a written and binding refinancing commitment from an acceptable lender
and reasonably satisfactory in form and substance to the Servicer, and during any Control Period, the Controlling Class Representative,
which provides


 






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that
such refinancing shall occur within 120 days after the Maturity Date), in which case 120 days after such uncured delinquency,
(iii) 60 days after a reduction in Monthly Debt Service Payments or a material adverse economic change with respect
to the terms of the Mortgage Loan has become effective, (iv) 60 days after an extension of the Maturity Date of the
Mortgage Loan (except for an extension within the time periods described in clause (ii) above), (v) 60 days after
a receiver has been appointed in respect of any of the Properties securing the Mortgage Loan on behalf of the Trust or any other
creditor, (vi) immediately after any Access Restricted Party declares, or becomes the subject of, bankruptcy, insolvency
or similar proceeding, admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit
of creditors unless such action is dismissed within 45 days, or (vii) immediately after any Property securing the Mortgage
Loan becomes a Foreclosed Property.


 


“Asset
Status Report”: As defined in Section 3.10(h).


 


“Assignment
of License Agreement”: With respect to each License Agreement, that certain Deed of Collateral Assignment of License
Agreement, dated as of March 26, 2015 by the related Borrower and the Licensor to the Mortgage Lender.


 


“Assignment
of Management Agreement”: As defined in the Mortgage Loan Agreement.


 


“Assignment
of Mortgage”: An assignment of the applicable Mortgage without recourse, notice of transfer or equivalent instrument,
in recordable form, which is sufficient under the laws of the jurisdiction in which the related Property is located to reflect
of record the assignment of the Mortgage to the Trustee on behalf of the Trust; provided, however, the Trustee,
the Certificate Administrator, the Servicer and the Special Servicer will not be responsible for determining whether any such
assignment is legally sufficient or in recordable form.


 


“Assumed
Monthly Debt Service Payment”: With respect to the Trust Loan (including, without limitation, all or any portion thereof
that constitutes an REO Mortgage Loan), for the Maturity Date in connection with, or for any Assumed Payment Date following, a
delinquency in the payment of the Balloon Payment, or for any Assumed Payment Date following the foreclosure, in whole or in part,
of the Mortgage Loan or acceptance on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable
conversion of the Mortgage Loan or a portion of the Mortgage Loan, the scheduled monthly payment of interest that would have been
due in respect of the Trust Loan on its Maturity Date and each subsequent Payment Date (or Assumed Payment Date) (or on each Payment
Date (or Assumed Payment Date) after the occurrence of a foreclosure, in whole or in part, of the Mortgage Loan or acceptance
by the Trustee of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan)
if the Trust Loan had been required to continue to accrue interest in accordance with its terms, and without regard to the occurrence
of the Maturity Date (or the occurrence of such foreclosure or acceptance of a deed-in-lieu of foreclosure or comparable conversion),
in each case as such terms may have been modified, and the Maturity Date may have been extended, in connection with a bankruptcy
or similar proceeding involving the Borrowers or their Affiliates or a modification, waiver or amendment granted or agreed to
by the Servicer or the Special Servicer.


 






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“Assumed
Payment Date”: With respect to the Mortgage Loan for any calendar month following a delinquency in the payment of the
Balloon Payment or the foreclosure, in whole or in part, of the Mortgage Loan or acceptance on behalf of the Trust and the Companion
Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan (or portion thereof), the date that
would have been the Payment Date in such calendar month if the Maturity Date or the foreclosure of the Mortgage Loan (or portion
thereof) or acceptance on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion
of the Mortgage Loan (or portion thereof) had not occurred.


 


“Authenticating
Agent”: As defined in Section 8.11(a).


 


“Balloon
Payment”: The payment of the outstanding principal balance of the Mortgage Loan, the Trust Loan or any Companion Loan,
as applicable, together with all unpaid interest, due and payable on the Maturity Date.


 


“Base
Interest Fraction”: With respect to any principal prepayment on the Trust Loan as to which a Default Yield Maintenance
Premium is collected and with respect to any Class of Class A, Class B, Class C and Class D Certificates, a fraction (a) whose
numerator is the excess, if any, of (i) the Pass-Through Rate on such Class of Certificates, over (ii) the Discount
Rate used in calculating the Default Yield Maintenance Premium with respect to such principal prepayment and (b) whose denominator
is the excess, if any, of (i) the Mortgage Loan Interest Rate on the Trust Loan over (ii) the Discount Rate used in
calculating the Default Yield Maintenance Premium with respect to such principal prepayment; provided, however, that (1) under
no circumstances shall the Base Interest Fraction be greater than one or less than zero, (2) if the Discount Rate is greater
than or equal to the Mortgage Loan Interest Rate on the Trust Loan and is greater than or equal to the Pass-Through Rate on such
Class of Certificates, then the Base Interest Fraction shall equal zero, and (3) if the Discount Rate is greater than or
equal to the Mortgage Loan Interest Rate on the Trust Loan and is less than the Pass-Through Rate on such Class of Certificates,
then the Base Interest Fraction shall be 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 Depositor,
the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, will have the right to require,
as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide
an Investor Certification.


 


“Borrower
Party”: As defined in the Mortgage Loan Agreement.


 


“Borrower
Reimbursable Expenses”: The costs and expenses for which the Borrowers are obligated to pay, or if the Borrowers fail
to pay, to reimburse the Trust pursuant to Section 17.6 of the Mortgage Loan Agreement.


 


“Borrower
Reimbursable Trust Expenses”: Collectively, the Borrower Reimbursable Expenses and the Borrower Reimbursable Trust Fund
Expenses. 


 



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“Borrower
Reimbursable Trust Fund Expenses”: The “Trust Fund Expenses” as defined in the Mortgage Loan Agreement.


 


“Borrower
Sponsor”: E. Stanley Kroenke, an individual.


 


“Borrowers”:
As defined in the Introductory Statement.


 


“Business
Day”: Any day other than (a) a Saturday or a Sunday or (b) any other day on which (1) federally insured depository institutions
in the State of New York, or (2) the place of business of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
or the financial institution that maintains the Collection Account, the Foreclosed Property Account or any Reserve Account for
the Mortgage Loan, or (3) the New York Stock Exchange or the Federal Reserve Bank of New York, in each case are authorized or
obligated by law, governmental decree or executive order to be closed.


 


“Cash
Management Account”: As defined in the Mortgage Loan Agreement.


 


“Cash
Management Agreement”: As defined in the Mortgage Loan Agreement.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq.,
as amended.


 


“Certificate”:
Any Class A, Class X, Class B, Class C, Class D, Class E, Class F or Class R Certificate.


 


“Certificate
Administrator”: Citibank, N.A., in its capacity as certificate administrator, or if any successor Certificate Administrator
is appointed as herein provided, such Certificate Administrator.


 


“Certificate
Administrator Fee”: With respect to any Distribution Date, will be an amount payable monthly from payments on the Trust
Loan allocable to interest (other than Default Interest) and will accrue at the Certificate Administrator Fee Rate, calculated
on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period and computed on the basis
of the same principal amount, in the same manner and for the same period respecting which any related interest payment due or
deemed due on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan)
is computed, using the same interest accrual basis as the Trust. Loan. A portion of the Certificate Administrator Fee, namely
the Trustee Fee, will be payable to the Trustee. For the avoidance of doubt, the Certificate Administrator Fee will be deemed
to be payable from the Lower-Tier REMIC.


 


“Certificate
Administrator Fee Rate”: A rate of 0.00650% (0.650 basis points) per annum, which is inclusive of the Trustee
Fee Rate.


 


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


 






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“Certificate
Available Funds”: With respect to each Distribution Date, an amount equal to: (a) the aggregate (without duplication)
of (i) all amounts (other than Default Yield Maintenance Premiums) received in respect of the Trust Loan (including, without limitation,
all or any portion thereof that constitutes an REO Trust Loan) during the related Collection Period including, without limitation,
in the form of any Repurchase Price or any purchase price of the Trust Loan received by the Trust, Liquidation Proceeds and, to
the extent not otherwise applied to the repair or restoration of the Properties, Insurance Proceeds and Condemnation Proceeds
received by the Trust, (ii) any Monthly Debt Service Payment Advance on the Trust Loan for such Distribution Date, (iii) any Compensating
Interest Payment made with respect to the Trust Loan for the related Remittance Date, (iv) any amounts transferred to the Collection
Account during the related Collection Period from any other account maintained under this Agreement, (v) with respect to the Distribution
Date occurring in March (or, if such Distribution Date is the Final Distribution Date, in February) of each calendar year (commencing
in 2016), the Withheld Amounts to be transferred from the Interest Reserve Accounts to the Distribution Account, and (vi) any
payment of interest received prior to the related Collection Period but intended to cover interest accrued during the Mortgage
Loan Interest Accrual Period that corresponds to the Payment Date in the related Collection Period; reduced by (b) the aggregate
(without duplication) of (i) the Certificate Available Funds Reduction Amount for the related Remittance Date, (ii) any portion
of the amounts described in clause (a)(i) of this definition that represent escrow payments, reserve funds or amounts received
in respect of future accrual periods, (iii) any advance of interest on the Trust Loan for such Distribution Date to be applied
to pay the Certificate Administrator Fee (including the portion that is the Trustee Fee) and/or the CREFC® Licensing
Fee, and (iv) with respect to any Distribution Date occurring 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), the related Withheld
Amount to the extent those funds are on deposit in the Collection Account and held pending transfer to the Interest Reserve Account.
Certificate Available Funds shall not include any amounts allocable to the Companion Loans under the Co-Lender Agreement.


 


“Certificate
Available Funds Reduction Amount”: With respect to any Distribution Date, the aggregate of all amounts withdrawn from
the Collection Account pursuant to clauses (i) through (xiii) of Section 3.4(c) of this Agreement
(to the extent the amounts withdrawn pursuant to such clauses are payable out of amounts allocable to the Trust Loan or any REO
Trust Loan) with respect to the related Remittance Date.


 


“Certificate
Balance”: With respect to any outstanding Class of Principal Balance Certificates at any date, an amount equal to the
Initial Certificate Balance of such Class less the sum of (a) all amounts distributed to Holders of Certificates of
such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal, and (b) the aggregate
amount of Realized Losses allocated to such Class of Certificates, if any, pursuant to Section 4.1(h). With respect
to any individual Certificate in any Class, the product of (x) the Percentage Interest represented by such Certificate multiplied
by (y) the Certificate Balance of such Class.


 


“Certificate Interest Accrual Period”: With respect to each
Class of Certificates (other than the Class R Certificates) for any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs.


 






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“Certificateholder”
or “Holder”: With respect to any Certificate, the person in whose name a Certificate is registered in the Certificate
Register (including, solely for the purposes of providing, distributing or otherwise making available any reports, statements
or other information pursuant to this Agreement, Beneficial Owners of Certificates to the extent the Person providing, distributing
or making such information available has received certification in the form provided for in this Agreement that such person is
a Beneficial Owner), except that solely for the purpose of giving any consent or taking any action pursuant to this Agreement,
any Certificate held or beneficially owned by (i) the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
any Access Restricted Party, any Property Manager or any of their sub-servicers (engaged with respect to the Trust) or respective
Affiliates, or (ii) any holder or beneficial owner of an Accelerated Mezzanine Loan or any Controlling Mezzanine Lender, or any
affiliate or agent of the foregoing individuals or entities, will, in the case of clauses (i) and (ii), be deemed
not to be outstanding and the Voting Rights to which they are entitled will 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,
however, if an affiliate of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer has provided
an Investor Certification (in the form included hereto as Exhibit K-3) in which it has certified as to the existence of
an Affiliate Ethical Wall, then the foregoing restrictions will not apply based solely on such affiliation. Notwithstanding the
foregoing, for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate held
or beneficially owned by the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their Affiliates
will be deemed to be outstanding, provided that such amendment does not relate to the compensation of the Servicer, the
Trustee, the Certificate Administrator or the Special Servicer, as applicable, or benefit the Servicer, the Trustee, the Certificate
Administrator or the Special Servicer, as applicable, in its capacity as such or any of its Affiliates (other than solely in its
capacity as a Certificateholder) in any material respect, in which case such Certificate will be deemed not to be outstanding.
Further notwithstanding the foregoing, a Holder or Beneficial Owner of Controlling Class Certificates or the Controlling Class
Representative will not be subject to the restrictions contained above in this definition of Certificateholder when exercising,
and will not be prohibited from exercising, any appointment rights, consent rights, consultation rights, Voting Rights or any
other rights it may have, solely in its capacity as a Holder or Beneficial Owner of Controlling Class Certificates or as Controlling
Class Representative, under this Agreement, unless such Holder or Beneficial Owner of Controlling Class Certificates or the Controlling
Class Representative is also either (x) a Restricted Mezzanine Lender or an agent or affiliate of such Restricted Mezzanine Lender,
or (y) the Servicer, the Trustee, the Certificate Administrator, any Access Restricted Party or any Property Manager, or any of
their sub-servicers (engaged with respect to the Trust) or respective Affiliates.


 


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


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and
each Uncertificated Lower-Tier Interest.


 






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“Class A
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-1 hereto and designated as a Class A Certificate.


 


“Class
A Pass-Through Rate”: The per annum rate set forth in the Introductory Statement hereto as the Pass-Through Rate
with respect to the Class A Certificates.


 


“Class B
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-3 hereto and designated as a Class B Certificate.


 


“Class
B Pass-Through Rate”: The per annum rate set forth in the Introductory Statement hereto as the Pass-Through Rate
with respect to the Class B Certificates.


 


“Class C
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-4 hereto and designated as a Class C Certificate.


 


“Class
C Pass-Through Rate”: The per annum rate set forth in the Introductory Statement hereto as the Pass-Through Rate
with respect to the Class C Certificates.


 


“Class D
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-5 hereto and designated as a Class D Certificate.


 


“Class
D Pass-Through Rate”: The per annum rate set forth in the Introductory Statement hereto as the Pass-Through Rate
with respect to the Class D Certificates.


 


“Class E
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-6 hereto and designated as a Class E Certificate.


 


“Class
E Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Adjusted Net Mortgage Rate for
such Distribution Date.


 


“Class F
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-7 hereto and designated as a Class F Certificate.


 


“Class
F Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Adjusted Net Mortgage Rate for
such Distribution Date.


 


“Class LA
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LA, is held
as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Introductory Statement.


 






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“Class LB
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LB, is held as an
asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Introductory Statement.


 


“Class LC
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LC, is held as an
asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Introductory Statement.


 


“Class LD
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LD, is held as an
asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Introductory Statement.


 


“Class LE
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LE, is held as an
asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Introductory Statement.


 


“Class LF
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LF, is held as an
asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Introductory Statement.


 


“Class LT-R
Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest has no Pass-Through Rate, Certificate
Balance or Notional Balance. The Class LT-R Interest will be represented by the Class R Certificates.


 


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-8 hereto and designated as a Class R Certificate. The Class R Certificates have neither
a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will represent the Class LT-R Interest and the
Class UT-R Interest.


 


“Class
UT-R Interest”: The residual interest in the Upper Tier REMIC. The Class UT-R Interest has no Pass-Through Rate,
Certificate Balance or Notional Balance. The Class UT-R Interest will be represented by the Class R Certificate.


 


“Class
X Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form
set forth in Exhibit A-2 and designated as a Class X Certificate.


 


“Class
X Pass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates with respect to the
Class A, Class B, Class C and Class D Certificates (weighted on the basis of the respective Certificate Balances of such Classes
of Certificates immediately prior to such Distribution Date).


 






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“Class
X Strip Rate”: For any Distribution Date and for each of the Class A, Class B, Class C and Class D Certificates, the
excess, if any, of (i) the Adjusted Net Mortgage Rate for such Distribution Date over (ii) the Pass-Through Rate for the subject
Class of Certificates.


 


“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”:
As defined in Section 5.2(a).


 


“Closing
Date”: May 12, 2015.


 


“Code”:
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply
to the Trust Fund.


 


“Collateral”:
The Properties securing the Mortgage Loan, the Leases assigned with respect to the Mortgage Loan, the agreements assigned with
respect to the Mortgage Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds thereof)
with respect to the Mortgage Loan and all other collateral which is subject to security interests and liens granted to secure
the Mortgage Loan.


 


“Collateral
Security Documents”: Any document or instrument given to secure or guaranty the Mortgage Loan, including without limitation,
the Mortgages, each as amended, supplemented, assigned, extended or otherwise modified from time to time.


 


“Collection
Account”: As defined in Section 3.4(a).


 


“Collection
Period”: (i) With respect to the first Distribution Date following the Closing Date, the period commencing on and
including the Closing Date and ending on and including the Determination Date relating to such Distribution Date, and (ii) with
respect to any other Distribution Date, the period commencing on and including the date immediately following the Determination
Date relating to the immediately preceding Distribution Date and ending on and including the Determination Date relating to such
Distribution Date. The Collection Period for any Distribution Date shall also relate to the Remittance Date immediately prior
to such Distribution Date.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Loan”: As defined in the Introductory Statement.


 


“Companion
Loan Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent
scheduled payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization
Trust.


 






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“Companion
Loan Holder”: The holder of a Companion Loan and any successor thereto in respect of any Foreclosed Properties.


 


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


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion
Loan or REO Companion Loan as to which any 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 Companion Loan Securities (if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver
or other acknowledgment from a 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 3.27 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 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 Companion Loan (or a portion thereof or interest therein).


 


“Compensating
Interest Payment”: Any payment required to be made by the Servicer pursuant to Section 3.30 of this Agreement
to cover Prepayment Interest Shortfalls.


 


“Condemnation
Proceeds”: The portion of the Net Proceeds relating to a Condemnation (as defined in the Mortgage Loan Agreement).


 


“Confidential
Information”: With respect to the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, all
material non-public information obtained in the course of and as a result of such Person’s performance of its duties as
Trustee, Certificate Administrator, Servicer or Special Servicer, as applicable with respect to the Mortgage Loan, the Borrower
Parties and the Properties, 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 Trustee, Certificate
Administrator, Servicer or Special Servicer, (iii) is or becomes generally available to the public other than as a result
of a disclosure by Servicing Personnel or (iv) is required to be disclosed by law or court order, provided such Person shall use
reasonable efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Servicer, the Special Servicer,
the Trustee and the Certificate Administrator shall be permitted to comply with its obligations hereunder to make information
available to the extent that such information was received by it in its capacity as Servicer, Special Servicer, Trustee or Certificate
Administrator, as applicable.


 






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“Consent
Fees”: Any fees payable in connection with any request by the Borrowers for lender consent pursuant to the express terms
of the Mortgage Loan Documents; provided that Consent Fees shall not include fees payable in connection with a consent to a modification,
extension, waiver or amendment of any term of the Mortgage Loan Documents.


 


“Consultation
Period”: Any period when both: (i) the Certificate Balance of the Class F Certificates (taking into account the application
of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class of Certificates) is less than 25% of
the initial Certificate Balance of the Class F Certificates; and (ii) the Certificate Balance of the Class F Certificates (without
regard to the application of Appraisal Reduction Amounts allocable to the Class F Certificates) is at least 25% of the initial
Certificate Balance of the Class F Certificates.


 


“Consultation
Termination Period”: Any period when the Certificate Balance of the Class F Certificates (without regard to the application
of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class of Certificates) is less than 25% of
the initial Certificate Balance of the Class F Certificates.


 


“Control
Period”: Any period when the Certificate Balance of the Class F Certificates (taking into account the application of
Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class of Certificates) is at least 25% of the
initial Certificate Balance of the Class F Certificates.


 


“Controlling
Class”: As of any time of determination, the Class F Certificates. No other Class of Certificates shall be entitled
to act as the Controlling Class or appoint a Controlling Class Representative.


 


“Controlling
Class Representative” : The Holder of the Controlling Class (or other representative) selected or designated, as applicable,
in accordance with Section 9.1.


 


“Controlling
Class Right of First Refusal”: As defined in Section 3.16(d).


 


“Controlling
Mezzanine Lender”: With respect to the Mezzanine Loan, a holder or beneficial owner of the Mezzanine Loan that has direct
or indirect control over the management, policies or board of the borrower under the Mezzanine Loan (in each case, substantially
as if such holder or beneficial owner were the related mezzanine borrower and/or the management of such mezzanine borrower) or
over the operation or management of the Properties (substantially as if such holder or beneficial owner were the operator or manager
of the Properties, as applicable), including through the exercise of voting rights, consent rights, or otherwise.  For the
avoidance of doubt, (i) the exercise of consent rights or similar rights of such holder or beneficial owner pursuant to the Mezzanine
Loan documents (that typically exist prior to an event of default, whether exercised before, during or after an event of default)
and (ii) the exercise of remedies by such holder or beneficial owner pursuant to the Mezzanine Loan Documents that do not result
in or cause the taking of direct or indirect control in accordance with the preceding sentence, shall, in each case, not be deemed
to be the exercise by such holder or beneficial owner of control over the management or policies of the mezzanine borrower for
the purposes of this definition.


 


“Controlling
Persons”: As defined in Section 6.3(a).


 






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“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable,
at which at any particular time its corporate trust business shall be administered, which office at the date of the execution
of this Agreement is located: (i) with respect to the Trustee: 1761 East St. Andrew Place, Santa Ana, California, 92705-4934,
Attention: Trust Administration –CGBAM 2015-SMRT, or the principal trust office of any successor Trustee qualified and appointed
pursuant to Section 8.8, and (ii) with respect to the Certificate Administrator: for certificate transfer purposes,
at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention - Citibank Agency & Trust, CGBAM 2015-SMRT,
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, CGBAM 2015-SMRT, or the principal trust office of any successor Certificate Administrator
qualified and appointed pursuant to Section 8.8.


 


“CREFC®”:
The Commercial Real Estate Finance Council, or any association or organization that is a successor thereto. If neither such association
nor any successor remains in existence, “CREFC®” will be deemed to refer to such other association
or organization as may exist whose principal membership consists of servicers, trustees, 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 one of whose principal purposes 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®” will be deemed to refer
to such other association or organization as will be reasonably acceptable to the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator.


 


“CREFC®
Advance Recovery Report”: The 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 and, insofar as
it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report”
available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Bond Level File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Collateral Summary


 






    	20



    	 



    

 


File”
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 recommended by the CREFC® for commercial
mortgage securities transactions generally and is reasonably acceptable to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the
CREFC® Website, or such other form for the presentation of such information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“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 such other form for the presentation of such information and containing such additional information as may from
time to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: A report substantially in the form
of, and containing the information called for in, the downloadable form of the “Historical Loan Modification/Forbearance
and Corrected Mortgage Loan 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
Licensing Fee”: The “CREFC® Intellectual Property Royalty License Fee” payable to CREFC®
in connection with the usage of CREFC® trademarks, which shall be equal to, with respect to the Mortgage
Loan and any Mortgage Loan Interest Accrual Period, the amount of interest accrued during such Mortgage Loan Interest Accrual
Period at the related CREFC® Licensing Fee Rate on the same principal balance, in the same manner, and for the
same number of days as any related interest payment with respect to the Mortgage Loan (including, without limitation, all or any
portion thereof that constitutes an REO Mortgage Loan) during such Mortgage Loan Interest Accrual Period is computed. Any payments
of the CREFC® Licensing Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant
to the following instructions (or such other instructions as may hereafter be furnished by CREFC® to the Servicer
in writing at least two Business Days prior to the Remittance Date):


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)


 






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Bank
Name: JPMorgan Chase Bank, National Association


 


Bank
Address: 80 Broadway, New York, NY 10005


 


Routing
Number: 021000021


 


Account
Number: 213597397


 


For
the avoidance of doubt, the CREFC® Licensing Fee will be deemed payable from the Lower-Tier REMIC.


 


“CREFC®
Licensing Fee Rate”: Means 0.0005% per annum.


 


“CREFC®
Loan Level Reserve LOC Report”: The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Level Reserve LOC 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 recommended by the CREFC® for commercial mortgage securities transactions generally
and is reasonably acceptable to the Servicer.


 


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “NOI Adjustment Worksheet” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is acceptable
to the Servicer or the Special Servicer, as applicable, and in any event, will present the computations made in accordance with
the methodology described in such form to “normalize” the full year and year to date net operating income and debt
service coverage numbers used in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to each Property and/or in the aggregate
for the portfolio of Properties (depending on whether the Borrower Parties deliver the related financial statements and operating
statements on a per


 






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Property
basis or an aggregate basis) substantially in the form of, and containing the information called for in, the downloadable form
of the “Operating Statement Analysis Report” available as of the Closing Date on the CREFC® Website
or in such other form for the presentation of such information and containing such additional information as may from time to
time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer.


 


“CREFC®
Property File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
Reports”: Collectively refers to the following reports as may be amended, updated or supplemented from time to
time as part of the CREFC® “IRP” and any additional reports that become part of the CREFC®
“IRP” from time to time:


 


(a)          the
following seven electronic files: (i) CREFC® Bond Level File, (ii) CREFC® Collateral Summary
File, (iii) CREFC® Property File, (iv) CREFC® Loan Periodic Update File, (v) CREFC®
Loan Setup File, (vi) CREFC® Financial File, and (vii) CREFC® Special Servicer Loan
File; and


 


(b)          the
following nine supplemental reports: (i) CREFC® Comparative Financial Status Report, (ii) CREFC®
Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® NOI Adjustment
Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List, (viii) CREFC®
Loan Level Reserve – LOC Report, and (ix) CREFC® Advance Recovery Report.


 


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


 


“CREFC®
Servicer Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information
as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer
Watch List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 






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“CREFC®
Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


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


 


“Current
Interest Determination Amount”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated
Lower-Tier Interests, the interest accrued during the related Certificate Interest Accrual Period at the Pass-Through Rate applicable
to such Class of Certificates or Uncertificated Lower-Tier Interests, as the case may be, for such Certificate Interest Accrual
Period on the Certificate Balance, Notional Balance or Lower-Tier Principal Amount, as applicable, of such Class of Certificates
or Uncertificated Lower-Tier Interests, as the case may be, immediately prior to such Distribution Date.


 


“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 8.15 of this Agreement and, unless the Trustee is Custodian, named pursuant
to any Custodial Agreement. The Custodian may (but need not) be the Trustee or the Servicer or any Affiliate or agent of
the Trustee or the Servicer, but may not be (i) the Depositor or any Affiliate thereof or (ii) the Borrower, any Access
Restricted Party or any Affiliate thereof.


 


“DBRS”:
DBRS, Inc., or its successor-in-interest.


 


“Debt
Service Account”: As defined in the Mortgage Loan Agreement.


 


“Default
Interest”: With respect to any Payment Date, upon the occurrence and during the continuance of a Mortgage Loan Event
of Default, interest accrued on the outstanding principal balance of the Mortgage Loan and, to the extent permitted by law, all
accrued and unpaid interest and other amounts due in respect of the Mortgage Loan, in each case, at the excess of the Default
Rate over the related Mortgage Loan Interest Rate, from the date such payment was due without regard to any grace or cure periods
and, if the Mortgage Loan is not repaid on the Maturity Date, or such earlier date as may result from acceleration. Default Interest
will accrue from and after the applicable Maturity Date, or such earlier date as may result from acceleration, and, in any case,
will be calculated on the basis of a 360-day year and the actual number of days elapsed in the period for which the calculation
is being made.


 


“Default
Rate”: As defined in the Mortgage Loan Agreement.


 






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“Default
Yield Maintenance Premium”: As defined in the Mortgage Loan Agreement.


 


“Defeased
Note”: As defined in the Mortgage Loan Agreement.


 


“Defect”:
As defined in the Trust Loan Purchase Agreement.


 


“Deficient
Exchange Act Deliverable”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a 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.


 


“Delivery
Date”: As defined in Section 2.1(b).


 


“Depositor”:
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, together with its successors-in-interest.


 


“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.


 


“Determination
Date”: With respect to each Distribution Date, the 6th day of the calendar month in which such Distribution
Date occurs, but if such 6th day is not a Business Day, then the immediately succeeding Business Day, beginning in
June 2015.


 


“Directly
Operate”: With respect to any Foreclosed 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 Foreclosed Property, the holding of
such Foreclosed Property primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted
by the Trust or the performance of any construction work on the Foreclosed 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 a Foreclosed Property will not be considered
to be Directly Operated solely because the Trustee on behalf of the Trust (or the Special Servicer on behalf of the Trustee on
behalf of the Trust) 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


 






    	25



    	 



    

 


respect
to such Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan or any Foreclosed Property, any compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing
arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without
limitation, the Trust, either Borrower, either Property Manager and any Sponsor in respect of the Mortgage Loan and any purchaser
of the Trust Loan, any Companion Loan or any Foreclosed Property) in connection with the disposition, work-out or foreclosure
of the Mortgage Loan, the management or disposition of such Foreclosed Property and the performance by the Special Servicer or
any such Affiliate of any other special servicing duties under this Agreement, other than (i) Permitted Special Servicer/Affiliate
Fees, and (ii) any special servicing compensation and fees to which the Special Servicer is entitled under this Agreement;
provided, that any compensation and other remuneration that the Servicer is permitted to receive or retain pursuant to
this Agreement in connection with its duties as Servicer under this Agreement shall not constitute Disclosable Special Servicer
Fees.


 


“Disclosure
Parties”: As defined in Section 8.14(c).


 


“Discount
Rate”: As defined in the Mortgage Loan Agreement.


 


“Disqualified
Non-U.S. Tax Person”: With respect to a Class R Certificate, (x) 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; (y) any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax
Person that holds such 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 Administrator 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 Administrator an Opinion of Counsel of a nationally recognized
tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded
for federal income tax purposes under Treasury Regulations Section 1.860G-3; or (z) 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. Information necessary to compute an applicable excise
tax must be furnished to the IRS and to the requesting party within sixty (60) days of the request, and the Certificate Administrator
may charge a fee for computing and providing such information.


 


“Disqualified
Organization”: Either (a) the United States, a State, 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 FHLMC, 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


 






    	26



    	 



    

 


Section 860E(c)(1))
of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other
person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of a Class R
Certificate to such person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that
the Certificates are outstanding. The terms “United States,” “State” and “International Organization”
have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Account”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5.


 


“Distribution
Date”: The 4th Business Day after the Determination Date in each calendar month, commencing in June 2015. The first
Distribution Date shall be June 12, 2015


 


“Distribution
Date Statement”: As defined in Section 4.4(a).


 


“Eligible
Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a)
an account or accounts maintained with a federal or state chartered depository institution or trust company which complies with
the definition of Eligible Institution, (b) a segregated trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity, and which, in the case of a state chartered depository
institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case
a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority,
as applicable or (c) an account maintained with any other insured depository institution that is the subject of a Rating Agency
Confirmation from each Rating Agency for which the minimum rating is not met and Morningstar, with respect to any account listed
in the clauses above, or from each Rating Agency, with respect to any account other than one listed in the clauses above. An Eligible
Account shall not be evidenced by a certificate of deposit, passbook or other instrument. If the holding institution for an account
ceases to meet the requirements of this definition for an “Eligible Account”, then the party responsible for administering
such account hereunder shall move such account to a holding institution meeting such requirements within 30 days.


 


“Eligible
Institution”: Means (a) either a depository institution or trust company insured by the Federal Deposit Insurance Corporation,
the short-term unsecured debt obligations, deposit accounts or commercial paper of which are rated at least “A-1”
by S&P (or “A-2” by S&P if the long-term unsecured debt obligations or deposit accounts thereof are rated
at least “BBB” by S&P) in the case of letters of credit and accounts in which funds are held for 30 days or less
(or, in the case of letters of credit and accounts in which funds are held for more than 30 days, the long-term unsecured debt
obligations or deposit accounts of which are rated at least “BBB+” by S&P); or (b) an institution that is the
subject of a Rating Agency Confirmation from each Rating Agency for which the minimum rating is not met and Morningstar.


 


“Environmental
Indemnity”: As defined in the Mortgage Loan Agreement.


 






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“Environmental
Law”: Any present or future federal, state or local law, statute, regulation or ordinance, any judicial or administrative
order or judgment thereunder, pertaining to health, industrial hygiene, hazardous substances or the environment, including, but
not limited to, each of the following, as enacted as of the date hereof or as hereafter amended: CERCLA; the Resource Conservation
and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §§ 2601
et seq.; the Water Pollution Control Act (also known as the Clean Water Act, 22 U.S.C. §§ 1251 et seq.), the Clean
Air Act, 42 U.S.C. §§ 7401 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801
et seq.


 


“Environmental
Report”: With respect to the Property, the “Phase I” and “Phase II,” if any, environmental
audit reports prepared and delivered to the Depositor in connection with the origination of the Mortgage Loan, or any subsequent
environmental report prepared on behalf of the Trust hereunder meeting the requirements of the American Society for Testing and
Materials.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“ERISA
Restricted Certificate”: Any Class E, Class F or Class R 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
contained in Section 5.3(m) of this Agreement if, as of the date of a proposed transfer of such Certificate, either
(i) 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.


 


“Euroclear”:
As defined in Section 5.2(a).


 


“Excess
Servicing Fees”: With respect to the Mortgage Loan (including any 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 the Mortgage Loan (including any REO Mortgage Loan), a rate per annum equal to
the Servicing Fee Rate minus 0.0025%; provided that such rate shall be subject to reduction at any time following any resignation
of the Servicer pursuant to Section 6.4 of this Agreement (if no successor is appointed in accordance with Section 6.4
of this Agreement) or any termination of the Servicer pursuant to Section 7.1 of this Agreement, to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer (which successor may
include the Trustee) that meets the requirements of Section 7.2 of this Agreement.


 


“Excess
Servicing Fee Right”: With respect to the Mortgage Loan (including an REO Mortgage Loan with respect thereto), the right
to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, Midland Loan Services, a Division
of PNC Bank, National Association shall be the owner of such Excess Servicing Fee Right.


 


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


 






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“FHLMC”:
The Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Final
Asset Status Report”: An Asset Status Report, together with such other data or supporting information provided by the
Special Servicer to the Controlling Class Representative or the Companion Loan Holders, which does not include any communications
(other than the Final Asset Status Report) between the Special Servicer and the Controlling Class Representative or the Companion
Loan Holders with respect to the Mortgage Loan; provided, that no Asset Status Report shall be considered a Final Asset
Status Report unless (i) the Controlling Class Representative (during any Control Period) 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 or consent, or has
been deemed to approve or consent to such action or (ii) the Asset Status Report is otherwise implemented by the Special Servicer
in accordance with the terms of this Agreement.


 


“Fitch”:
Fitch Ratings, Inc. or its successor in interest.


 


“FNMA”:
The Federal National Mortgage Association or any successor thereto.


 


“Foreclosed
Property”: Any Property or other Collateral securing the Mortgage Loan, title to which has been acquired by the Special
Servicer on behalf of the Trust and the Companion Loan Holders through foreclosure, deed in lieu of foreclosure or otherwise in
the name of the Trustee or its nominee.


 


“Foreclosed
Property Account”: The account or accounts established and maintained by the Special Servicer pursuant to Section 3.6
and Section 3.14.


 


“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or
the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental
of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.


 


“Global
Certificates”: As defined in Section 5.2(b).


 


“Ground
Lease”: As defined in the Mortgage Loan Agreement.


 


“Guarantor”:
As defined in the Mortgage Loan Agreement.


 


“Guaranty”:
As defined in the Mortgage Loan Agreement.


 


“Indemnified
Party”: As defined in Section 6.6(b) or Section 8.12(b), as applicable.


 


“Indemnifying
Party”: As defined in Section 6.6(b), Section 8.12(b) or Section 13.12, as applicable.


 


“Independent”:
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any
material indirect financial interest in the


 






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Depositor,
the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Borrower Parties or in any of their respective
Affiliates and (ii) is not connected with the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Borrower Parties or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.


 


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the subject Property or Foreclosed 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 appraisal of comparable
properties in the geographic area in which the subject Property is located.


 


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC within the meaning of Section 856(d)(3) of the Code if such REMIC
were a real estate investment trust (except that the ownership test set forth in that Section of the Code will be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or 35% or more of the aggregate
value of all Classes of Certificates or such other interest in the Certificates as is set forth in an Opinion of Counsel, which
will, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer or the Trust, be delivered
to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of the Trustee); provided
that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from such Person and the relationship
between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5),
or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee and the Certificate Administrator
(or the Servicer or the Special Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense
to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer
is providing the Opinion of Counsel with respect to itself) or the Trust, be to the effect that the taking of any action in respect
of any Foreclosed 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 Foreclosed Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes
of Section 860D(a) of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as
Rents from Real Property.


 


“Initial
Certificate Balance”: As defined in the Introductory Statement.


 


“Initial
Purchasers”: Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner and Smith Incorporated, and their respective
successors-in-interest.


 


“Interest
Reserve Account”: As defined in Section 3.5(d).


 


“Inquiry”
and “Inquiries”: As defined in Section 4.5(a).


 






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


 


“Insurance
Premiums”: As defined in the Mortgage Loan Agreement.


 


“Insurance
Proceeds”: (a) The portion of Net Proceeds paid as a result of a Casualty (as defined in the Mortgage Loan Agreement)
other than amounts to be applied to the restoration, preservation or repair of such Property or to be released to the Borrower
Parties each in accordance with the terms of the Mortgage Loan Agreement, or if not required to be so applied or so released under
the terms of the Mortgage Loan Agreement, Accepted Servicing Practices, (b) amounts paid by any insurer pursuant to any insurance
policy required to be maintained by the Servicer pursuant to Section 3.11, to the extent related to this Agreement
only or (c) any other amounts paid by an insurer pursuant to any insurance policy required to be maintained by the Borrower
Parties, to the extent allocable to the Mortgage Loan under the Mortgage Loan Documents.


 


“Interest
Accrual Period”: (a) With respect to the Mortgage Loan for any Payment Date, the Mortgage Loan Interest Accrual Period,
and (b) with respect to each Class of Certificates for any Distribution Date, the applicable Certificate Interest Accrual Period
for such Class of Certificates.


 


“Interest
Distribution Amount”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated
Lower-Tier Interests, the sum of the Current Interest Determination Amount for such Distribution Date and such Class of Certificates
or Uncertificated Lower-Tier Interests plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution Dates
for such Class of Certificates or Uncertificated Lower-Tier Interests.


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier
Interests, the amount by which the Current Interest Determination Amount for such Class of Certificates or Uncertificated Lower-Tier
Interests exceeds the portion of such amount actually paid in respect of such Class of Certificates or Uncertificated Lower-Tier
Interests on such Distribution Date.


 


“Interested
Person”: As defined in Section 3.16(a)(ii).


 


“Investment”:
Any direct or indirect ownership interest in the Certificates or in any security, note or other financial instrument related to
the Certificates or issued or executed by a Borrower Party, or any Affiliate of any of the Borrower Parties, 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 3.8(a).


 


“Investment
Decisions”: Investment, trading, lending or other financial decisions, strategies or recommendations with respect to
Investments, whether on behalf of the Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the Certificate
Administrator or any Affiliate thereof, as applicable, or any Person on whose behalf the Servicer or any


 






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Affiliate
thereof or the Special Servicer or any Affiliate thereof has discretion in connection with Investments.


 


“Investment
Personnel”: As defined in Section 6.5.


 


“Investor
Certification”: A certificate representing that:


 


(i)
for purposes of access to information, the Person executing the certificate is a Certificateholder, a Beneficial Owner of a Certificate
or a prospective purchaser of a Certificate, the Controlling Class Representative or any Companion Loan Holder, and that either
(a) such Person is not an Access Restricted Party, a Property Manager, or a Restricted Holder, or an Affiliate of an Access
Restricted Party, a Property Manager or a Restricted Holder, or an agent of any of the foregoing, in which case such person will
be required to execute and deliver an Investor Certification substantially in the form included hereto as Exhibit K-1,
and will have access to all the reports and information made available to such Privileged Persons under this Agreement, or (b)
such Person is an Access Restricted Party, a Property Manager, a Restricted Holder, an Affiliate of an Access Restricted Party,
a Property Manager or a Restricted Holder, or an agent of one or more of the foregoing, in which case such person will be required
to execute and deliver an Investor Certification substantially in the form included hereto as Exhibit K-2, and will
only receive access to the Distribution Date Statements prepared by the Certificate Administrator; and/or


 


(ii)
for purposes of exercising Voting Rights, the Person executing the certificate is a Certificateholder or a Beneficial Owner of
a Certificate, and that such Person (A) is not either (1) the Depositor, the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or any of their sub-servicers (engaged with respect to the Trust) or respective Affiliates, or (2) an
Access Restricted Party, a Property Manager or a Restricted Holder, or an Affiliate of an Access Restricted Party, a Property
Manager or a Restricted Holder, or an agent of any of the foregoing, or (B) is exercising such Voting Rights in connection with
an amendment to this Agreement regarding which its Certificates are deemed outstanding in connection with the definition of “Certificateholder”,
or (C) is an Affiliate of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer and certifies to the
existence of an Affiliate Ethical Wall between it and the Trustee, the Certificate Administrator, the Servicer or the Special
Servicer, as applicable, such certificate in the case of this clause (ii) to be substantially in the form included hereto
as Exhibit K-3; provided, however, any Holder or Beneficial Owner of Controlling Class Certificates that is solely
an affiliate of the Special Servicer (and is not, and is not an affiliate of, an entity under clause (x) or (y) of the definition
of “Certificateholder”) shall not be required to provide, with respect to its Controlling Class Certificates, an Investor
Certification certifying as to the existence of an Affiliate Ethical Wall solely based on such affiliation, in order to exercise
its Voting Rights with respect to its Controlling Class Certificates.


 


Each
of the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it by an unrelated
Person and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


“Investor
Q&A Forum”: As defined in Section 4.5(a).


 






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“Investor
Registry”: As defined in Section 4.5(b).


 


“IRS”:
The Internal Revenue Service.


 


“Leases”:
As defined in the Mortgage Loan Agreement.


 


“Liquidated
Property”: Any Property, if it has been liquidated.


 


“Liquidation
Event”: As defined in the Mezzanine Agreement.


 


“Liquidation
Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Properties (or any
Property), such expenses including, without limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions,
conveyance taxes and trustee and co-trustee fees, if any. Liquidation Expenses shall not include any previously incurred expenses
that have been previously reimbursed to the party incurring the same or that were netted against income from any Foreclosed Property
and were considered in the calculation of the amount of Foreclosure Proceeds pursuant to the definition thereof.


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Liquidated Property, each liquidated Foreclosed Property
or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage
Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation
of the Mortgage Loan or Foreclosed Property, as to which the Special Servicer receives any Liquidation Proceeds, Insurance Proceeds
and Condemnation Proceeds equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds, Insurance Proceeds
and Condemnation Proceeds related to such Liquidated Property, liquidated Mortgage Loan or Foreclosed Property. The Special Servicer
will not be entitled to receive a Liquidation Fee in connection with (i) a repurchase by a Loan Seller of its Loan Seller
Percentage Interest in the Trust Loan (or the allocable portion thereof) pursuant to the related Trust Loan Purchase Agreement
(so long as such repurchase occurs within the cure period required under the related Trust Loan Purchase Agreement which cure
period will not exceed 180 days); (ii) a sale of the Trust Loan, any Companion Loan or any Foreclosed Property by the Special
Servicer to itself; (iii) a purchase of the Mortgage Loan by a Mezzanine Lender pursuant to the purchase option described in the
Mezzanine Intercreditor Agreement (so long as such purchase occurs within 90 days after notice of the applicable purchase option
trigger event is first delivered to the Mezzanine Lender; provided, that for the avoidance of doubt, if there are one or
more purchase option trigger events that occur following an initial purchase option trigger event that has not ceased, such 90-day
period shall commence on the date the first notice of the initial purchase option trigger event was given to the applicable Mezzanine
Lender); or (iv) a purchase of the Trust Loan, a Companion Loan or the Foreclosed Properties by the Controlling Class Representative
or any affiliate thereof, if such purchase occurs within 90 days after the later of (x) the date on which the Special Servicer
first delivers to the Controlling Class Representative for its approval the initial Asset Status Report and (y) the date on which
the Special Servicing Loan Event that triggered the Asset Status Report occurred. Further notwithstanding the above, all Liquidation
Fees and Work-out Fees payable with respect to the Mortgage Loan or the


 






    	33



    	 



    

 


Properties
shall be offset by any Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan within
the prior 24 months (determined as of the closing date of the work-out or liquidation as to which the subject Work-out Fee or
Liquidation Fee became payable) in connection with any modification, restructure, extension, waiver, amendment or work-out of
the Mortgage Loan, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee.


 


“Liquidation
Fee Rate”: A rate equal to 0.50% (50 basis points).


 


“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
the Certificate Administrator in connection with the liquidation of any of the related Properties, whether through judicial foreclosure,
sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Mortgage Loan (other than amounts
required to be paid to the Borrower Parties pursuant to law or the terms of the Mortgage Loan Agreement), including the proceeds
of any full, partial or discounted payoff of the Mortgage Loan (exclusive of any portion of such payoff or proceeds that represents
Default Interest or late payment charges).


 


“Loan”:
As defined in the Mortgage Loan Agreement.


 


“Loan
Portion”: With respect to a Loan Seller, the portion of the Trust Loan evidenced by such Loan Seller’s Trust Notes.


 


“Loan
Seller “: Each of CGMRC and BANA, and their respective successors in interest.


 


“Loan
Seller Percentage Interest”: With respect to CGMRC, 76.9995% and, with respect to BANA, 23.0005%.


 


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


 


“Loan
Sponsor”: TKG-StorageMart Partners, LP, a Delaware limited partnership, and New TKG-StorageMart Partners, LP, a Delaware
limited partnership, collectively.


 


“Lower-Tier
Distribution Account”: A subaccount of the Distribution Account, which will be an asset of the Trust Fund and the Lower-Tier
REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.1(c).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, (i) on or prior to the first
Distribution Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Introductory
Statement, and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate
Balance of the Class of Related Certificates on the preceding Distribution Date (after giving effect to the distribution of principal
and allocation of any Realized Losses to such Class of Related Certificates on such Distribution Date).


 






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“Lower-Tier
REMIC”: One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the
Trust Fund other than the assets of the Upper-Tier REMIC.


 


“MAI”:
Members of the Appraisal Institute.


 


“Major
Decision”: Any of the following:


 


(i)           any
substitution or release of real property collateral for the Mortgage Loan (other than substitutions or releases of immaterial
and non-income producing real property collateral or in connection with a condemnation action) except as expressly permitted by
the Mortgage Loan Documents;


 


(ii)          any
waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless such
clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by a
Borrower);


 


(iii)         any
transfer of a Property or any portion of a Property, or any transfer of any direct or indirect ownership interest in a Borrower
to the extent the lender’s consent under the Mortgage Loan Documents is required, except in each case as expressly permitted
by the Mortgage Loan Documents, or in connection with a pending or threatened condemnation;


 


(iv)         any
consent to incurrence of additional debt by a Borrower or mezzanine debt by a direct or indirect parent of a Borrower, including
modification of the terms of any document evidencing or securing any such additional debt and of any intercreditor or subordination
agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such document or
agreement, in each case to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;


 


(v)          approval
of the termination or replacement of a Property Manager and/or modification, waiver or amendment of any Management Agreement,
subordination, non-disturbance and attornment agreement or recognition agreement, in each case, to the extent the mortgagee’s
approval is required by the Mortgage Loan Documents;


 


(vi)         any
proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of Foreclosed Properties) of the
ownership of the Properties;


 


(vii)        any
amendment, modification or waiver, or any consent to an amendment, modification or waiver, of any monetary term (other than late
fees and Default Interest but including, without limitation, the timing of payments and the acceptance of discounted pay-offs)
or material non-monetary term of the Mortgage Loan or any extension of the Maturity Date of the Mortgage Loan;


 






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(viii)       following
a default with respect to the Mortgage Loan or a Mortgage Loan Event of Default, any exercise of remedies, including the acceleration
of the Mortgage Loan or initiation of judicial, bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect
to a Borrower or Property;


 


(ix)          any
sale of the Trust Loan (other than in connection with the repurchase of the Trust Loan (or a portion thereof) by the Loan Sellers
for a Material Document Defect or Material Breach, as applicable, pursuant to the related Trust Loan Purchase Agreement), for
less than the Repurchase Price or any Foreclosed Property for less than the applicable Allocated Mortgage Loan Amount;


 


(x)          any
determination to bring a Property or a Foreclosed Property into compliance with applicable environmental laws or to otherwise
address hazardous material located at a Property or a Foreclosed Property;


 


(xi)          (A)
any modification, waiver or amendment of the Mezzanine Intercreditor Agreement or any other intercreditor agreement, co-lender
agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Mortgage
Loan, or (B) an action to enforce rights with respect thereto;


 


(xii)        any
Property Manager or changes with respect to the Mortgage Loan for which the Mortgage Lender is required to consent or approve
under the Mortgage Loan Documents;


 


(xiii)       releases
of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than those required
pursuant to the specific terms of the Mortgage Loan and for which there is no material Mortgage Lender discretion;


 


(xiv)       any
acceptance of an assumption agreement releasing a Borrower, Guarantor or other obligor from liability under the Mortgage Loan
or the Mortgage Loan Documents other than pursuant to the specific terms of such Mortgage Loan Documents and for which there is
no Mortgage Lender discretion;


 


(xv)         any
proposed modification or waiver of any provision of the Mortgage Loan Documents governing the type, nature or amount of insurance
coverage required to be obtained and maintained by the Borrowers;


 


(xvi)       any
determination of an Acceptable Insurance Default under the Mortgage Loan Documents;


 


(xvii)       the
execution, termination or renewal of any lease, to the extent Mortgage Lender approval is required under the Mortgage Loan Documents
and to the extent such lease constitutes a “material lease” under the Mortgage Loan


 






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Documents,
including entering into any subordination, non-disturbance and attornment agreement;


 


(xviii)       approval
of casualty or condemnation settlements, any determination to apply casualty or condemnation proceeds or awards to the reduction
of the Mortgage Loan debt rather than to Property restoration;


 


(xix)         any
adoption or implementation of the Annual Budget;


 


(xx)          the
voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a Borrower;


 


(xxi)         the
exercise of the rights and powers granted under the Mezzanine Intercreditor Agreement (or any other intercreditor agreement referenced
in clause (xi) above) to the “Senior Lender” or such other similar term as shall be set forth therein and/or
the “Servicer” referred to therein, if and to the extent such rights or powers affect the priority, payments, consent
rights or security interest with respect to the “Senior Lender” or such other similar term;


 


(xxii)       any
determination by the Servicer or the Special Servicer to transfer the Mortgage Loan to the Special Servicer with respect to any
default or Mortgage Loan Event of Default which is anticipated but has not yet occurred;


 


(xxiii)       the
approval of, engagement or retention of any property improvement plan consultant and the approval of any work or reserve estimates
by any property improvement plan consultant; and


 


(xxiv)       any
enforcement of any cure right or the exercise of any remedies under any management agreement, subordination and non-disturbance,
comfort letter, recognition agreement or similar agreement related thereto.


 


“Majority
Controlling Class Certificateholders”: The Holder(s) of Certificates representing more than 50% of the Certificate Balance
of the Controlling Class.


 


“Management
Agreement”: As defined in the Mortgage Loan Agreement.


 


“Material
Breach”: As defined in the Trust Loan Purchase Agreement.


 


“Material
Document Defect”: As defined in the Trust Loan Purchase Agreement.


 


“Maturity
Date”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Borrower”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Intercreditor Agreement”: The Intercreditor Agreement entered into as of March 26, 2015 between the Mortgage Lender
and the Mezzanine Lender with respect to the Mortgage Loan and the Mezzanine Loan, as the same may be amended, supplemented or
otherwise modified from time to time.


 






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“Mezzanine
Lender”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Loan”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Loan Agreement”: As defined in the Mortgage Loan Agreement.


 


“Mezzanine
Loan Documents”: As defined in the Mortgage Loan Agreement.


 


“Modification
Fees”: With respect to the Mortgage Loan, any and all fees collected from the Borrowers with respect to a modification,
extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced
by a signed writing) agreed to by the Servicer or the Special Servicer, other than (a) any Consent Fees, assumption fees,
assumption application fees or defeasance fees, if any, and (b) any Liquidation Fee, Work-out Fee or Special Servicing Fee;
provided, that all Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan within the
prior 24 months (determined as of the closing date of the work-out or liquidation as to which the subject Work-out Fee or Liquidation
Fee became payable) in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage
Loan shall offset any Work-out Fees or Liquidation Fees payable with respect to the Mortgage Loan or any Property.


 


“Monthly
Debt Service Payment”: With respect to the Mortgage Loan and any Payment Date (including, but not limited to, the Maturity
Date), the scheduled payment of interest (or, in the case of the Maturity Date, the Balloon Payment) that is due and payable on
the Mortgage Loan pursuant to the Mortgage Loan Agreement on such Payment Date.


 


“Monthly
Debt Service Payment Advance”: Any advance made by the Servicer or the Trustee pursuant to Section 3.23(a)
or 3.23(c) as applicable. Each reference to the reimbursement or payment of a Monthly Debt Service Payment Advance will
be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Interest
Rate through the date preceding the date of payment or reimbursement.


 


“Moody’s”:
Moody’s Investors Service, Inc., or its successor-in-interest.


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or its successor-in-interest. If neither Morningstar Credit Ratings, LLC, nor any successor remains
in existence, “Morningstar” 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 Servicer,
the Special Servicer, the Trustee and the Certificate Administrator and specific ratings of Morningstar herein referenced shall
be deemed to refer to the equivalent ratings of the party so designated.


 


“Mortgage”:
Individually or collectively, as the context may require, each “Security Instrument” as defined in the Mortgage Loan
Agreement.


 


“Mortgage
Lender”: With respect to the Mortgage Loan or any portion thereof, prior to the initial issuance of the Certificates,
the Loan Sellers collectively and, from and after the initial issuance of the Certificates, the Trustee on behalf of the Issuing
Entity solely for the


 






    	38



    	 



    

 


purpose
of acting as the holder of record title to the Mortgage Loan (on behalf of the holders of the Certificates and the holders of
the Companion Loans), or the Servicer or the Special Servicer, as applicable, with respect to all of the obligations and rights
of the lender under the Mortgage Loan.


 


“Mortgage
Loan”: As defined in the Introductory Statement.


 


“Mortgage
Loan Agreement”: As defined in the Introductory Statement.


 


“Mortgage
Loan Documents”: All documents executed or delivered by the Borrower Parties evidencing, securing or guarantying the
Mortgage Loan and any amendment thereof or thereafter or subsequently added to the Mortgage Loan File, including without limitation
the Mortgage Loan Agreement.


 


“Mortgage
Loan Event of Default”: An “Event of Default” as defined under the Mortgage Loan Documents.


 


“Mortgage
Loan File”: As defined in Section 2.1(b) and any additional documents required to be added to the Mortgage
Loan File pursuant to this Agreement.


 


“Mortgage
Loan Interest Accrual Period”: With respect to the Mortgage Loan for any Payment Date, the period commencing on and
including the 6th day of the month immediately preceding the month in which such Payment Date occurs and ending on and including
the 5th day of the month in which such Payment Date occurs. No Mortgage Loan Interest Accrual Period shall be shortened by reason
of any payment of the Mortgage Loan prior to the expiration of such Mortgage Loan Interest Accrual Period.


 


“Mortgage
Loan Interest Rate”: (i) With respect to the Senior Notes, a rate of 3.79788% per annum (the “Senior Notes
Interest Rate”), and (ii) with respect to the Junior Trust Notes, a rate of 3.79788% per annum (the “Junior
Trust Notes Interest Rate”).


 


“Mortgage
Loan Purchase Price”: As defined in Section 3.16(a) of this Agreement.


 


“Net
Foreclosure Proceeds”: With respect to each related Foreclosed Property, the Foreclosure Proceeds with respect to such
related Foreclosed Property net of any insurance premiums, taxes, assessments, ground rents and other costs permitted to be paid
therefrom pursuant to Section 3.14.


 


“Net
Investment Earnings”: With respect to any Investment Account for any period from any Distribution Date to the immediately
succeeding Remittance Date, the amount, if any, by which the aggregate of all interest and other income realized during such period
on funds relating to the Trust Fund held in such account, exceeds the aggregate of all losses, if any, incurred during such period
in connection with the investment of such funds in accordance with Section 3.8.


 






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“Net
Liquidation Proceeds”: The excess of Liquidation Proceeds received with respect to a Property or the Mortgage Loan over
the amount of Liquidation Expenses incurred with respect thereto.


 


“Net
Mortgage Rate”: With respect to the Trust Loan (including if any Property becomes a Foreclosed Property), a per annum
rate equal to the Mortgage Loan Interest Rate with respect to the Trust Notes minus the Administrative Fee Rate.


 


“Net
Proceeds”: As defined in the Mortgage Loan Agreement.


 


“Non-Book
Entry Certificates”: As defined in Section 5.2(c).


 


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that
a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either
the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.


 


“Nonrecoverable
Advance”: A Nonrecoverable Monthly Payment Advance, a Nonrecoverable Administrative Advance or a Nonrecoverable Property
Protection Advance, as applicable.


 


“Nonrecoverable
Administrative Advance”: With respect to the Trust Loan, any portion of an Administrative Advance previously made and
not previously reimbursed, or proposed to be made, including interest thereon, which, in accordance with Accepted Servicing Practices
(in the case of the Servicer) or good faith and reasonable business judgment (in the case of the Trustee) would not be ultimately
recoverable from subsequent payments or collections (including Condemnation Proceeds and Insurance Proceeds not otherwise required
to be distributed in connection with a restoration of a Property in accordance with this Agreement or the Mortgage Loan Agreement
or Liquidation Proceeds) in respect of the Trust Loan or the REO Trust Loan. The Trustee may rely conclusively upon a determination
of non-recoverability made by the Servicer. In making a non-recoverability determination, the Servicer or the Trustee, as applicable,
shall be entitled to consider (among other things) the items set forth in the second sentence of Section 3.23(e).


 


“Nonrecoverable
Monthly Payment Advance”: With respect to the Trust Loan, any portion of a Monthly Debt Service Payment Advance previously
made and not previously reimbursed, or proposed to be made, including interest thereon, which, in accordance with Accepted Servicing
Practices (in the case of the Servicer) or good faith and reasonable business judgment (in the case of the Trustee) would not
be ultimately recoverable from subsequent payments or collections (including Condemnation Proceeds and Insurance Proceeds not
otherwise required to be distributed in connection with a restoration of a Property in accordance with this Agreement or the Mortgage
Loan Agreement or Liquidation Proceeds) in respect of the Trust Loan or the REO Trust Loan. The Trustee may rely conclusively
upon a determination of non-recoverability made by the Servicer. In making a non-recoverability determination, the Servicer or
the Trustee, as applicable, shall be entitled to consider (among other things) the items set forth in the second sentence of Section
3.23(e).


 






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“Nonrecoverable
Property Protection Advance”: With respect to the Mortgage Loan or the Properties, any portion of a Property Protection
Advance previously made and not previously reimbursed, or proposed to be made, including interest thereon, which, in accordance
with Accepted Servicing Practices (in the case of the Servicer) or good faith and reasonable business judgment (in the case of
the Trustee) would not be ultimately recoverable from subsequent payments or collections (including Condemnation Proceeds and
Insurance Proceeds not otherwise required to be distributed in connection with a restoration of a Property in accordance with
this Agreement or the Mortgage Loan Agreement or Liquidation Proceeds) in respect of the Mortgage Loan (including, without limitation,
as an REO Mortgage Loan) or the Properties. The Trustee may rely conclusively upon a determination of non-recoverability made
by the Servicer. In making a non-recoverability determination, the Servicer or the Trustee, as applicable, shall be entitled to
consider (among other things) the items set forth in the second sentence of Section 3.23(e).


 


“Non-Restricted
Privileged Person”: Any Privileged Person other than (i) a Access Restricted Party, (ii) a Property Manager, (iii) a
Restricted Holder, (iv) an affiliate of a Access Restricted Party, a Property Manager or a Restricted Holder, (v) an agent of
one or more of the foregoing individuals or entities, or (vi) any other Person that delivers an Investor Certification in the
form of Exhibit K-2.


 


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.3(f).


 


“Non-U.S.
Tax Person”: A Person that is not a U.S. Tax Person.


 


“Non-U.S.
Securities Person”: A person that is not a U.S. Securities Person.


 


“Note”:
As defined in the Introductory Statement.


 


“Notional
Balance”: With respect to the Class X Certificates, the the aggregate of the Certificate Balances of the Class A, Class
B, Class C and Class D Certificates from time to time.


 


“NRSRO”:
Any “nationally recognized statistical rating organization”, as such term is used in Rule 17g-5 of the Exchange Act
including, but not limited to, the Rating Agencies.


 


“NRSRO
Certification”: A certification in the form of Exhibit M executed by a NRSRO (other than any Rating Agency)
in favor of the 17g-5 Information Provider that states that such NRSRO has provided the Depositor with the appropriate certifications
under Exchange Act Rule 17g-5(e), that such NRSRO has access to the Depositor’s 17g-5 website and that any information
obtained from the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website should be subject
to the same confidentiality provisions as information on the Depositor’s 17g-5 website.


 


“Offering
Circular”: The Offering Circular, dated April 24, 2015 for the Certificates.


 


 



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“Officer’s
Certificate”: A certificate signed by (i) the Chairman of the Board, the Vice Chairman of the Board, the President
or a Vice President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, CGMRC, BANA
or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed by any
of the above designated officers 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) with respect to the Certificate
Administrator and the Trustee, a Responsible Officer.


 


“Operating
Lease”: As defined in the Mortgage Loan Agreement.


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Servicer or
the Special Servicer, reasonably acceptable to the Trustee and the Certificate Administrator.


 


“Original
Lower-Tier Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier
Principal Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement.


 


“Origination
Date”: March 26, 2015.


 


“Other
Depositor”: With respect to any Other Securitization Trust, the related “depositor” (within the meaning
of Item 1101(e) of Regulation AB).


 


“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”: The pooling and servicing agreement or other comparable agreement governing the creation
of any Other Securitization Trust and the issuance of Companion Loan Securities.


 


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


 


“Partial
Repurchase Fraction”: In connection with the repurchase of an Uncrossed Loan, the outstanding principal balance of the
Uncrossed Loan being repurchased, divided by the outstanding principal balance of the Mortgage Loan (prior to the severance and
repurchase).


 






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“Pass-Through
Rate”: With respect to each Class of Regular Certificates and each Uncertificated Lower-Tier Interest, the per annum
rate at which interest accrues on the Certificate Balance, Notional Balance or Lower-Tier Principal Amount, as applicable,
of such Class as set forth in the Introductory Statement.


 


“Payment
Date”: The “Monthly Payment Date” as defined in the Mortgage Loan Agreement.


 


“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 Regular Certificate, the percentage interest is equal to the initial Certificate
Balance or Notional Balance of such Certificate divided by the initial Certificate Balance or Notional Balance of all of the Certificates
of the related Class. With respect to the Class R Certificates, the percentage specified on the Certificate held by the Holder
of such Certificate.


 


“Permitted
Encumbrances”: As defined in the Mortgage Loan Agreement.


 


“Permitted
Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater
than par, including those issued by the Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates,
payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following
the date of acquiring such investment and meeting one of the appropriate standards set forth below:


 


(i)          direct
obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States Treasury;
United States Department of Housing and Urban Development public housing agency bonds; Federal Housing Administration debentures;
Government National Mortgage Association (GNMA) guaranteed mortgage-backed securities or participation certificates; Resolution
Funding Corp. debt obligations; or Small Business Administration-guaranteed participation certificates and guaranteed pool certificates;


 


(ii)         Farm
Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Federal Home
Loan Mortgage Corp. debt obligations or Federal National Mortgage Association debt obligations that are, in each case, rated no
less than the Applicable S&P Permitted Investment Rating by S&P (or, if not rated by such Rating Agency, otherwise acceptable
to each Rating Agency as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency);


 


(iii)        repurchase
obligations with respect to any security described in clause (i) or clause (ii) of this definition, provided that
the long-term unsecured debt obligations of the party agreeing to repurchase such obligations are rated the Applicable S&P
Permitted Investment Rating by S&P (or, if not rated by such Rating Agency, otherwise acceptable to each Rating Agency as
confirmed by receipt of a Rating Agency Confirmation from each Rating Agency);


 


(iv)        federal
funds, uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances (having original
maturities of not more than 365 days)


 






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of
any bank or trust company organized under the laws of the United States or any state, provided that the short-term unsecured debt
obligations of such bank or trust company are rated no less than the Applicable S&P Permitted Investment Rating by S&P
(or, if not rated by such Rating Agency, otherwise acceptable to each Rating Agency as confirmed by receipt of a Rating Agency
Confirmation from each Rating Agency);


 


(v)         fully
Federal Deposit Insurance Corporation-insured 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, the short term obligations of which at all
times are rated no less than the Applicable S&P Permitted Investment Rating by S&P (or, if not rated by such Rating Agency,
otherwise acceptable to each Rating Agency as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency);


 


(vi)        debt
obligations with maturities of not more than 365 days and at all times rated the Applicable S&P Permitted Investment Rating
by S&P (or, if not rated by such Rating Agency, otherwise acceptable to each Rating Agency as confirmed by receipt of a Rating
Agency Confirmation from each Rating Agency);


 


(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) with maturities of not more than 365 days and that at all times
is rated no less than the Applicable S&P Permitted Investment Rating by S&P (or, if not rated by such Rating Agency, otherwise
acceptable to each Rating Agency as confirmed by receipt of a Rating Agency Confirmation from each Rating Agency);


 


(viii)       units
of money market funds (which shall include any money market fund for which the Certificate Administrator, the Trustee or an Affiliate
thereof is an advisor) that, in each case, (a) has substantially all of its assets invested continuously in the types of investments
referred to in clause (i) of this definition, (b) has net assets of not less than $5,000,000,000, and (c) is rated “AAAm”
by S&P; and


 


(ix)          any
other security, obligation or investment which has been approved as a Permitted Investment in writing by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each Rating Agency for which the minimum rating is not met with respect to any
security, obligations or investment listed in the clauses above, or from each Rating Agency, with respect to any security, obligations
or investment other than one listed in the clauses above that the designation of such security, obligation or investment as a
Permitted Investment shall not, in and of itself, result in a downgrade, qualification or withdrawal of the initial or, if higher,
then-current ratings assigned to the Certificates by such Rating Agency;


 


Notwithstanding
the foregoing, “Permitted Investments” (i) shall have an unqualified rating (i.e., one with no qualifying suffix),
with the exception of ratings with regulatory indicators, such as the “(sf)” subscript, and unsolicited ratings; (ii)
shall exclude any mortgage-backed securities and any security of the type commonly known as “strips”; (iii) shall


 






    	44



    	 



    

 


be
limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; (iv) shall
only include instruments that qualify as “cash flow investments” (within the meaning of Section 860G(a)(6) of
the Code); and (v) shall exclude any investment where the right to receive principal and interest 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. Interest
may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed
spread (if any), and move proportionately with that index. No investment shall be made that requires a payment above par for an
obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments shall mature
or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their
purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, insurance commissions
and fees, and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services
performed by such party with respect to the Trust Loan, any Companion Loan or any Foreclosed Property, subject to the terms and
provisions of this Agreement (including Section 3.17).


 


“Permitted
Transferee”: Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other
Person so designated by the Certificate Registrar based upon 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 may cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates
are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests
are (or under the partnership agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation),
by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to whom income from the 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, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Plan”:
As defined in Section 5.3(m).


 


“Prepayment”:
Any payment of principal made by the Borrowers with respect to the Mortgage Loan that is received in advance of its scheduled
Payment Date, whether voluntary, by reason of the acceleration of the maturity of the Mortgage Loan or otherwise, 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 a Property through
defeasance.


 






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“Prepayment
Interest Shortfall”: With respect to any Distribution Date, if the Mortgage Loan was subject to a Prepayment in full
or in part during the related Collection Period, which Prepayment was applied to the Mortgage Loan prior to the Payment Date in
such Collection Period, the amount of interest, net of the Servicing Fee and any Default Interest, to the extent not collected
from the Borrowers, that would have accrued on the Mortgage Loan on the amount of such Prepayment during the period commencing
on the date as of which such Prepayment was applied to the unpaid principal balance of the Mortgage Loan through the end of the
applicable interest accrual period for such Payment Date, inclusive.


 


“Prepayment
Premium”: As defined in the Mortgage Loan Agreement.


 


“Prime
Rate”: A rate of interest published in The Wall Street Journal from time to time as the “Prime Rate.”
If The Wall Street Journal ceases to publish the “Prime Rate,” the Servicer shall select an equivalent publication
that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited,
regulated or administered by a governmental or quasi-governmental body, the Servicer shall select a comparable interest rate index.


 


“Principal
Balance Certificates”: The Class A, Class B, Class C, Class D, Class E and Class F Certificates.


 


“Principal
Distribution Amount”: For each Distribution Date and any Class of Principal Balance Certificates, the sum of (i) the
portion of the Regular Principal Distribution Amount for such Distribution Date allocable to such Class, and (ii) the aggregate
unpaid Principal Shortfalls in respect of prior Distribution Dates for such Class of Certificates.


 


“Principal
Shortfall”: For each Distribution Date and any Class of Principal Balance Certificates, the amount by which the portion
of the Regular Principal Distribution Amount allocable to such Class exceeds the amount actually distributed to such Class in
respect of principal on such Distribution Date.


 


“Privileged
Information”: Any (i) correspondence or other communications between the Controlling Class Representative and/or any
Companion Loan Holder, on the one hand, and the Special Servicer (or the Servicer, Trustee and/or Certificate Administrator),
on the other hand, related to the Mortgage Loan following a Special Servicing Loan Event or the exercise of the consent or consultation
rights of the Controlling Class Representative under this Agreement, (ii) strategically sensitive information that the Special
Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the
Borrowers or other interested party, and (iii) legally privileged information; provided that the summary of any Final Asset
Status Report prepared pursuant to Section 3.10(h) is deemed not to be Privileged Information (although no such summary
shall be made available to any Access Restricted Party, any Borrower, any Property Manager, any Affiliate of a Borrower or Property
Manager or any agent of any of the foregoing).


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, the Controlling
Class Representative (but only during any Control Period and any Consultation Period), the Trustee, the Certificate Administrator,
any Companion


 






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Loan
Holder that delivers an Investor Certification, any person who provides the Certificate Administrator with an Investor Certification
in the form of Exhibit K-1 or Exhibit K-2, as applicable, any Rating Agency and any NRSRO that delivers an NRSRO
Certification to the Certificate Administrator, which Investor Certification and NRSRO Certification may be submitted electronically.
For purposes of receiving any information or report from the Certificate Administrator’s Website, other than Distribution
Date Statements only, any Access Restricted Party, Property Manager, any Restricted Holder, and any of their respective agents
or affiliates (in each case, as evidenced by an Investor Certification) will be deemed to not be a “Privileged Person”.


 


“Property”
and “Properties”: As defined in the Mortgage Loan Agreement.


 


“Property
Management Agreements”: Each of the “Management Agreements” as defined in the Mortgage Loan Agreement, as
may be amended from time to time.


 


“Property
Manager”: Individually, each “Manager” as defined in the Mortgage Loan Agreement.


 


“Property
Protection Advances”: As defined in Section 3.23(b).


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Qualified
Bidder”: As defined in Section 7.2.


 


“Qualified
Institutional Buyer” or “QIB”: A “qualified institutional buyer” as defined in Rule 144A
under the Act.


 


“Qualified
Certificate Administrator”: An institution (i) that is a corporation, national bank, national banking association or
a trust company, 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, having a combined capital and surplus of at least $100,000,000
and subject to supervision or examination by federal or state authority, (ii) that is insured by the Federal Deposit Insurance
Corporation and (iii) whose long term senior unsecured debt is rated at least “BBB+” by S&P (or “BBB”
by S&P if the Certificate Administrator’s unsecured short term debt is rated at least “A-2” by S&P)
(or such other rating with respect to which the Rating Agencies have each provided a Rating Agency Confirmation).


 


“Qualified
Mortgage”: A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, without regard to
the rule of Treasury Regulation Section 1.860G-2(f)(2) which causes a defective mortgage loan to be treated as a “qualified
mortgage”.


 


“Qualified
Replacement Special Servicer”: As defined in Section 3.10(b).


 


“Qualified
Trustee”: An institution (i) that is a corporation, national bank, national banking association or a trust company,
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, having a combined capital and surplus of at least $100,000,000 and subject
to supervision or examination by federal or state authority, (ii) that is


 






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insured
by the Federal Deposit Insurance Corporation and (iii) whose long term senior unsecured debt is rated at least “A”
by S&P and, if rated by Morningstar, an equivalent rating from Morningstar (or such other rating with respect to which the
Rating Agencies have each provided a Rating Agency Confirmation), and S&P or Morningstar has not withdrawn, qualified or downgraded
its rating of securities in a commercial mortgage loan securitization as a result of performance by the Trustee.


 


“Rated
Final Distribution Date”: With respect to each Class of Certificates (other than the Class R Certificate), the Distribution
Date in April 2028.


 


“Rating
Agencies”: S&P and Morningstar.


 


“Rating
Agency”: S&P or Morningstar.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by a Rating
Agency that a proposed action, failure to act or other event specified in this Agreement or the Mortgage Loan Documents shall
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 such Rating Agency); provided, that if a written waiver or other acknowledgment (which may
be in electronic form) is received from a Rating Agency indicating its decision not to review the matter for which the Rating
Agency Confirmation is sought, then the requirement to obtain Rating Agency Confirmation for such matter at such time shall be
considered not to apply (as if such requirement did not exist for such matter at such time) with respect to such Rating Agency.


 


“Rating
Agency Inquiry”: As defined in Section 4.5(d).


 


“Rating
Agency Q&A Forum and Document Request Tool”: As defined in Section 4.5(d).


 


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate
Balances of the Principal Balance Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the
outstanding principal balance of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes
an REO Mortgage Loan) immediately following the related Determination Date after giving effect to (a) any payments and other
collections of principal received with respect to the Mortgage Loan during the Collection Period related to such Distribution
Date and (b) the aggregate reductions of the principal balance of the Mortgage Loan that have been permanently made during
the Collection Period related to such Distribution Date as a result of a bankruptcy proceeding, modification or otherwise.


 


“Record
Date”: With respect to any Distribution Date for each Class of Certificates, the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs.


 


“Regular
Certificates”: The Principal Balance Certificates and the Class X Certificates.


 






    	48



    	 



    


 







“Regular
Principal Distribution Amount”: For each Distribution Date, the aggregate (without duplication) of (i) all payments
of principal including, without limitation, principal prepayments and Balloon Payments received during the related Collection
Period with respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust
Loan) and (ii) the principal portion of any Repurchase Price received received with respect to the Trust Loan during the related
Collection Period, and (iii) all amounts received during the related Collection Period in respect of principal of the Trust Loan
from Net Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or otherwise received during the related Collection
Period in respect of principal of the Trust Loan (including, without limitation, all or any portion thereof that constitutes an
REO Trust Loan) during the related Collection Period. The Regular Principal Distribution Amount for any Distribution Date shall
be allocable to each Class of Principal Balance Certificates in Sequential Order, in each such case up to the amount necessary
to reduce the related Certificate Balance outstanding immediately prior to such Distribution Date to zero (taking into account
the aggregate unpaid Principal Shortfalls in respect of prior Distribution Dates for the subject Class of 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. Each of the parties hereto acknowledge that the Regulation AB
provisions herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Global Certificate”: As defined in Section 5.2(a).


 


“Related
Certificates,” and “Related Uncertificated Lower-Tier Interest”: For the following Classes of Uncertificated
Lower-Tier Interests, the related Class of Certificates set forth below, and for the following Classes of Certificates, the related
Class of Uncertificated Lower-Tier Interests set forth below. 


 


	Related
Certificates 
	 

                                                                                                                                                                   Related
                                         Uncertificated

                                         Lower-Tier Interest 

	Class A
    Certificates	Class LA
    Uncertificated Interest
	Class B
    Certificates	Class LB
    Uncertificated Interest
	Class C
    Certificates	Class LC
    Uncertificated Interest
	Class D
    Certificates	Class LD
    Uncertificated Interest
	Class E
    Certificates	Class LE
    Uncertificated Interest
	Class F
    Certificates	Class LF
    Uncertificated Interest


 


“Release
Price”: As defined in the Mortgage Loan Agreement.


 






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


 


“REMIC
Provisions”: Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A
through 860G of the Code.


 


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


 


“Rents
from Real Property”: With respect to any Foreclosed Property, gross income of the character described in Section 856(d)
of the Code.


 


“REO
Companion Loan”: Any Companion Loan while any Property is a Foreclosed Proptery, as described in Section 3.12(g).


 


“REO
Management Fee”: As to any Property when it is a Foreclosed Property, a fee payable out of the Foreclosed Property Account
to the Successor Manager for managing such property while it is owned by the Trust, which shall be reasonable and customary in
the market in which such Property is located.


 


“REO
Mortgage Loan”: The Mortgage Loan (or the applicable portion thereof) while any Property is a Foreclosed Property, as
described in Section 3.12(g).


 


“REO
Trust Loan”: The Trust Loan while any Property is a Foreclosed Property, as described in Section 3.12(g).


 


“Reportable
Event”: As defined in Section 13.6 of this Agreement.


 


“Reporting
Servicer”: The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the
case may be.


 


“Repurchase
Price”: (a) With respect to the Trust Loan, an amount (without duplication) equal to the sum of (i) the unpaid
principal balance of the Trust Loan (or, in the case of a repurchase of a portion of the Trust Loan, the Release Price of the
related Property), (ii) accrued and unpaid interest on the Trust Loan at the applicable Mortgage Loan Interest Rate (exclusive
of the Default Rate) to and including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase
is to occur (or, in the case of a repurchase of a portion of the Trust Loan, an amount equal to the aggregate accrued and unpaid
interest at such rate on the portion(s) of the amount in clause (i) being reduced from the principal balance of the Trust Loan
as a result of the application of release of cross-collateralization provisions), (iii) unreimbursed Property Protection
Advances and Administrative Advances together with interest on such Advances (or in the case of a repurchase of a portion of the
Trust Loan, the sum of (1) any unreimbursed Administrative Advances and Property Protection Advances reasonably attributable to
the related Property or Foreclosed Property together with interest on such Advances and (2) an amount equal to the product of
(x) the Partial Repurchase Fraction multiplied by (y) any unreimbursed Administrative Advances and Property Protection Advances
not reasonably attributable specifically in respect of any particular Property or Foreclosed Property together with interest on
such Advances), (iv) an amount equal to all interest on


 






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outstanding Monthly Debt Service Payment Advances (or in the case
of a repurchase of a portion of the Trust Loan, an amount equal to the Partial Repurchase Fraction multiplied by the aggregate
amount of interest on outstanding Monthly Debt Service Payment Advances), (v) any unpaid Trust Fund Expenses (or in the case
of a repurchase of a portion of the Trust Loan, the sum of (1) any unpaid Trust Fund Expenses reasonably attributable to the related
Property or Foreclosed Property plus (2) an amount equal to the product of (x) the Partial Repurchase Fraction multiplied by (y)
any unpaid Trust Fund Expenses not reasonably attributable to any particular Property or Foreclosed Property) and (vi) any
other expenses reasonably incurred or expected to be incurred by the Servicer, Special Servicer, Certificate Administrator or
Trustee arising out of the enforcement of the repurchase obligation, including, without limitation, Liquidation Fees to the extent
set forth in the definition of “Liquidation Fee”; provided, that the amounts set forth in the preceding clause
(a) shall exclude any amounts not allocable to the Trust Loan in accordance with the Co-Lender Agreement, and (b) with respect
to any repurchase by a single Loan Seller of its Loan Seller Percentage Interest in the Trust Loan, the related Loan Seller Percentage
Interest of the related Repurchase Price for the Trust Loan as described in clause (a). No Liquidation Fee shall be paid by a
Loan Seller in connection with a repurchase by such Loan Seller of its Loan Seller Percentage Interest in the Trust Loan (or in
an allocable portion of the Trust Loan) due to a Material Breach or a Material Document Defect pursuant to the related Trust Loan
Purchase Agreement (so long as such repurchase occurs within the cure period required under the related Trust Loan Purchase Agreement,
not to exceed 180 days).


 


“Repurchase
Request”: As defined in Section 2.2(d).


 


“Requesting
Holders”: As defined in Section 3.7(f).


 


“Repurchase
Request Recipient”: As defined in Section 2.2(d).


 


“Requesting
Party”: As defined in Section 3.27.


 


“Required
Advance Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Debt Service
Payment Advance (taking into account any Appraisal Reduction Amount as of such Distribution Date) that would be required to be
made with respect to the Trust Loan on the related Remittance Date by the Servicer had the Borrowers not made any portion of the
Monthly Debt Service Payment (or Assumed Monthly Debt Service Payment) for the related Payment Date or Assumed Payment Date less
(b) the aggregate compensation payable on such Remittance Date to the Servicer in respect of the Servicing Fee, to the
Certificate Administrator in respect of the Certificate Administrator Fee (including the portion that is the Trustee Fee) and
CREFC® in respect of the CREFC® Licensing Fee.


 


“Reserve
Accounts”: The “Reserve Funds” as defined in the Mortgage Loan Agreement.


 


“Reserve
Percentage”: As defined in the Mortgage Loan Agreement.


 


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


 






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“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee 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 Global Transaction 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, and in the case of any certification or other document required to be signed by a Responsible Officer, an authorized
signatory whose name and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable,
by the Trustee or the Certificate Administrator, as applicable, as such list may from time to time be amended.


 


“Restricted
Holder”: Any Certificateholder, Beneficial Owner of a Certificate or prospective purchaser of a Certificate (whether
legally, beneficially or otherwise), or Controlling Class Representative that is also (i) a holder or beneficial owner of an Accelerated
Mezzanine Loan, (ii) a Controlling Mezzanine Lender, or (iii) any agent or Affiliate of an entity in clause (i) or (ii); provided,
that no Holder or Beneficial Owner of a Controlling Class Certificate and no Controlling Class Representative shall be a Restricted
Holder except during any period that it is also a Restricted Mezzanine Lender or any agent or Affiliate of a Restricted Mezzanine
Lender.


 


“Restricted
Mezzanine Lender”: At any point of determination, either: (i) a holder or beneficial owner of any Accelerated Mezzanine
Loan; provided, that such holder or beneficial owner of an Accelerated Mezzanine Loan will not be a Restricted Mezzanine
Lender under this clause (i) if the following clauses (a), (b) and (c) are true: (a) the acceleration of such Mezzanine Loan was
an automatic acceleration; (b) the event giving rise to the acceleration of such Mezzanine Loan was not initiated by and did not
result from any action taken by such holder or beneficial owner, and (c) such holder or beneficial owner is stayed from exercising,
or has not commenced the exercise of, remedies under such Mezzanine Loan; or (ii) such holder or beneficial owner is a Controlling
Mezzanine Lender.


 


“Restricted
Period”: As defined in Section 5.2(a).


 


“Retained
Servicing Fee Rate”: Subject to Section 7.2, an amount equal to 0.0025% (0.25 basis points) per annum.


 


“Reverse
Sequential Order”: (i) With respect to the allocation of Realized Losses and Trust Fund Expenses on any Distribution
Date, to the Class F Certificates, the Class E Certificates, the Class D Certificates, the Class C Certificates, the Class B Certificates
and the Class A Certificates, in that order, in each case until such Realized Loss or Trust Fund Expense is paid in full, and
(ii) with respect to allocations of expenses and losses relating to the Mortgage Loan and the Properties and allocated to the
Trust Loan on any Payment Date (including without limitation losses of principal or interest, Property Protection Advances, Advance
Interest, Special Servicing Fees, Liquidation Fees and Work-out Fees, Appraisal Reduction Amounts and certain other trust expenses),
first, pro rata, to the Junior Trust Notes, and, then, pro rata, to the Senior Trust Notes, in each case until the
expense or loss is paid in full.


 






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“Rule 144A”:
As defined in Section 5.2(b).


 


“Rule 144A
Global Certificate”: As defined in Section 5.2(b).


 


“S&P”:
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors
in interest. If neither Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business
nor any successor remains in existence, “S&P” 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 Servicer, the Special Servicer, the Trustee and the Certificate Administrator and specific ratings of S&P herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Security
Instrument”: As defined in the Mortgage Loan Agreement.


 


“Sequential
Order”: (i) With respect to payments in respect of principal of, or any other amounts due and owing on, the Principal
Balance Certificates on any Distribution Date, to the Class A, Class B, Class C, Class D, Class E and Class F Certificates, in
that order, (ii) with respect to payment in respect of interest on the Regular Certificates on any Distribution Date, first, to
the Class A and Class X Certificates, pro rata, based on the interest entitlement of each such Class of Certificates with
respect to such Distribution Date, then to the Class B, Class C, Class D, Class E and Class F Certificates, in that order, in
each case under clauses (i) and (ii), until the principal or interest payable to each such Class is paid in full;
(iii) with respect to payments of principal allocated to the Trust Loan on any Payment Date, first, pro rata, to the Senior
Trust Notes and, then, pro rata, to the Junior Trust Notes, and (iv) with respect to payments of interest allocated to
the Trust Loan on any Payment Date, first, pro rata, to the Senior Trust Notes, and, then, pro rata, to the Junior
Trust Notes, in each case under clauses (iii) and (iv), until the principal or interest payable to each such Trust
Note is paid in full.


 


“Servicer”:
Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as servicer, or if any successor Servicer
is appointed as herein provided, such successor Servicer.


 


“Servicer
Customary Expense”: As defined in Section 3.17.


 


“Servicer
Termination Event”: As defined in Section 7.1(a).


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Mortgage
Loan or any other assets of the Trust by an entity (other than the Certificate Administrator or 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 industry.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from
time to time and which as of the Closing Date are listed on Exhibit L hereto.


 






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“Servicing
Fee”: With respect to the Trust Loan, any Companion Loan and any REO Mortgage Loan, a fee payable monthly to the Servicer
pursuant to Section 3.17, that will accrue at the Servicing Fee Rate, computed on the basis of the same principal
amount, on the same interest accrual basis, and for the same Interest Accrual Period respecting which any related interest payment
on the Trust Loan, such Companion Loan or such REO Mortgage Loan, as the case may be, is (or would have been) computed. For the
avoidance of doubt, the Servicing Fee will be deemed payable from the Lower-Tier REMIC.


 


“Servicing
Fee Rate”: (i) With respect to the Trust Loan, 0.0050% (0.50 basis points) per annum and (ii) with respect to any Companion
Loan, 0.0050% (0.50 basis points) per annum.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Trustee,
the Certificate Administrator, the Servicer and the Special Servicer, that is performing activities that address the Applicable
Servicing Criteria as of any date of determination.


 


“Servicing
Officer”: Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee
and the Certificate Administrator on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an
Officer’s Certificate, as such list may from time to time be amended.


 


“Servicing
Personnel”: As defined in Section 6.5.


 


“Servicing-Released
Bid”: As defined in Section 7.2(b).


 


“Servicing-Retained
Bid”: As defined in Section 7.2(b).


 


“Special
Notice”: As defined in Section 5.6.


 


“Special
Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as special servicer,
or its successor-in-interest, or if any successor Special Servicer is appointed as herein provided, such successor Special Servicer.


 


“Special
Servicer Customary Expenses”: As defined in Section 3.17.


 


“Special
Servicer Termination Event”: As defined in Section 7.1(a).


 


“Special
Servicing Fee”: With respect to the Specially Serviced Mortgage Loan or REO Mortgage Loan, a fee payable monthly to
the Special Servicer equal to an amount computed on the basis of the same principal amount, in the same manner and for the same
period respecting which any related interest payment on such Specially Serviced Mortgage Loan is (or would have been) computed,
at a rate of 0.25% per annum, until all Special Servicing Loan Events no longer exist. Such fee shall be in addition to,
and not in lieu of, any other fee or other sum payable to the Special Servicer under this Agreement. For the avoidance of doubt,
the Special Servicing Fee will be deemed payable from the Lower-Tier REMIC.


 






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“Special
Servicing Loan Event”: With respect to the Trust Loan or any Companion Loan, (i) any Borrower has not made two
consecutive scheduled monthly payments (and has not cured at least one such delinquency by the next Payment Date under the Mortgage
Loan Documents) in respect of the Trust Loan or any Companion Loan; (ii) the Servicer and/or the Trustee has made two consecutive
Monthly Debt Service Payment Advances with respect to the Trust Loan (regardless of whether such Monthly Debt Service Payment
Advances have been reimbursed); (iii) the Borrowers fail to make the Balloon Payment when due, and the Borrowers have not
delivered to the Servicer, on or before the due date of such Balloon Payment, a written and binding refinancing commitment from
an acceptable lender and reasonably satisfactory in form and substance to the Servicer which provides that such refinancing shall
occur within 120 days after the date on which such Balloon Payment becomes due (provided that a Special Servicing
Loan Event shall occur if either (x) such refinancing does not occur before the expiration of the time period for refinancing
specified in such binding commitment or (y) the Servicer and/or the Trustee is required to make a Monthly Debt Service Payment
Advance at any time prior to such refinancing); (iv) the Servicer has received notice that a Borrower has become the subject
as debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come
due or made an assignment for the benefit of creditors; (v) the Servicer has received notice of a foreclosure or threatened
foreclosure of any lien on any of the Properties securing the Mortgage Loan; (vi) any Borrower has expressed in writing to
the Servicer an inability to pay the amounts owed under the Mortgage Loan in a timely manner, (vii) in the judgment of the
Servicer (consistent with Accepted Servicing Practices and during a Control Period, with consent of the Controlling Class Representative
unless the Servicer determines that the Controlling Class Representative’s withholding of consent is contrary to Accepted
Servicing Practices), a default in the payment of principal or interest under the Trust Loan or any Companion Loan is reasonably
foreseeable; or (viii) a default under the Trust Loan or any Companion Loan of which the Servicer has notice (other than
a failure by the Borrowers to pay principal or interest) and that materially and adversely affects the interests of the Certificateholders
or the Companion Loan Holders has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan
Documents (or, if no grace period is specified, 60 days); provided, that a Special Servicing Loan Event shall cease
(a) with respect to the circumstances described in clauses (i), (ii) and (iii) above, when the
Borrowers have brought the Mortgage Loan current and with respect to clauses (i) and (ii) above, thereafter
made three consecutive full and timely monthly payments on the Trust Loan or any Companion Loan, as applicable, in each case,
including pursuant to the work-out of the Mortgage Loan, or (b) with respect to the circumstances described in clauses (iv),
(v), (vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Special
Servicer (consistent with Accepted Servicing Practices); provided, in any case, that at that time no other circumstance
exists (as described above) that would constitute a Special Servicing Loan Event; and provided, further that if
a Special Servicing Loan Event exists with respect to the Trust Loan or any Companion Loan, it shall be considered to exist with
respect to the entire Mortgage Loan.


 


“Specially
Serviced Mortgage Loan”: The Mortgage Loan during the occurrence of a Special Servicing Loan Event.


 


“Sponsor”:
The Borrower Sponsor and the Loan Sponsor, collectively.


 


“Startup
Day”: As defined in Section 12.1(c).


 






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“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage backed securities industry) of the Mortgage Loan but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loan under the direction or authority
of the Servicer (or a Sub-Servicer of the Servicer), the Special Servicer (or a Sub-Servicer of the Special Servicer) or an Additional
Servicer (or a Sub-Servicer of an Additional Servicer).


 


“Subject
Indemnified Party”: As defined in Section 9.11(b).


 


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer, Special Servicer or any Sub-Servicer and (ii) is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
servicing functions required to be performed by the Servicer, Special Servicer, Servicing Function Participant or an Additional
Servicer, under this Agreement, with respect to the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.


 


“Successful
Bidder”: As defined in Section 7.2(b).


 


“Successor
Manager”: Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee for the
benefit of the Trust and the Companion Loan Holders, to serve as manager of a Foreclosed Property, which designation, as evidenced
by written confirmation from each Rating Agency, shall not result in the downgrade, withdrawal or qualification of the ratings
assigned to the Certificates by such Rating Agency.


 


“Tax
Matters Person”: The Person designated as the “tax matters person” of the Upper-Tier REMIC and the Lower-Tier
REMIC, pursuant to Treasury Regulations Section 1.860F-4(d).


 


“Temporary
Regulation S Global Certificate”: As defined in Section 5.2(a).


 


“Terminated
Party”: As defined in Section 7.1(e).


 


“Terminating
Party”: As defined in Section 7.1(e).


 


“Transferee
Affidavit”: As defined in Section 5.3(n)(ii).


 


“Transferor
Letter”: As defined in Section 5.3(n)(ii).


 


“Trust”:
The trust formed pursuant to this Agreement to be designated CGBAM Commercial Mortgage Trust 2015-SMRT.


 


“Trust
Fund”: The corpus of the Trust created by this Agreement, consisting of (i) the Trust Notes together with (to the
extent that the documents, agreements and instruments therein evidence, secure, guarantee or otherwise relate to the Trust Loan)
the Mortgage Loan File relating thereto (and excluding the original Companion Loan Notes) ; (ii) all scheduled and unscheduled
payments on or collections in respect of the Trust Notes (iii) to the extent of the Trust’s right, title and interest
therein, any Foreclosed Property; (iv) all revenues received in


 






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respect of any Foreclosed Property (exclusive of any portion
thereof payable to the Companion Loan Holders); (v) the Servicer’s, Special Servicer’s and the Trustee’s
rights on behalf of the Trust under the insurance policies with respect to the Properties required to be maintained pursuant to
this Agreement and any proceeds thereof (exclusive of any portion thereof payable to the Companion Loan Holders); (vi) to
the extent they secure, guarantee or otherwise relate to the Trust Loan, any Collateral Security Documents; (vii) to the
extent they secure, guarantee or otherwise relate to the Trust Loan, any indemnities or guaranties given as additional security
for the Notes; (viii) all funds (exclusive of any portion thereof payable to the Companion Loan Holders) deposited in the
Collection Account, the Interest Reserve Account and the Distribution Account, including reinvestment income thereon (except as
otherwise provided herein); (ix) to the extent they secure, guarantee or otherwise relate to the Trust Loan, any environmental
indemnity agreements relating to the Properties; (x) the rights and remedies of the Depositor under each Trust Loan Purchase
Agreement; (xi) to the extent that it secures the Trust Loan, the security interest in the Reserve Accounts granted pursuant
to Section 2.1; (xii) all other assets included or to be included in the Lower-Tier REMIC for the benefit of
the Upper-Tier REMIC; (xiii) the Uncertificated Lower-Tier Interests; and (xiv) the proceeds of any of the foregoing.


 


“Trust
Fund Expenses”: Any unanticipated expenses and certain other default related expenses incurred by the Trust and/or the
Trust Fund (including, without limitation, all Advance Interest and all Borrower Reimbursable Trust Expenses, to the extent not
reimbursed by the Access Restricted Parties or deemed a Nonrecoverable Advance) and all other amounts (such as indemnification
payments) permitted to be retained, reimbursed or withdrawn and remitted by the Servicer, the Special Servicer or the Certificate
Administrator, as applicable, from the Collection Account, a Foreclosed Property Account or the Distribution Account pursuant
to this Agreement.


 


“Trustee”:
Deutsche Bank Trust Company Americas, in its capacity as trustee, or if any successor Trustee is appointed as herein provided,
such Trustee.


 


“Trustee
Fee”: The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee
pursuant to Section 8.5 in an amount agreed to between the Trustee and Certificate Administrator. The Certificate
Administrator is responsible for the payment of the Trustee Fee.


 


“Trustee
Fee Rate”: The per annum rate at which the Trustee Fee is calculated.


 


“Uncertificated
Lower-Tier Interests”: Any of the Class LA, Class LB, Class LC, Class LD, Class LE and Class LF Uncertificated Interests.


 


“Uncrossed
Loan”: As defined in the Mortgage Loan Agreement.


 


“Uncrossing
Event”: As defined in the Mortgage Loan Agreement.


 


“Underwriter
Exemption”: Prohibited Transaction Exemption 91-23 and Prohibited Transaction Exemption 93-31, each as most recently
amended by Prohibited Transaction Exemption 2013-08, and as each may be further amended by the Department of Labor from time to
time.


 






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“Uninsured
Cause”: Any cause of damage to property of the Borrower Parties subject to the Mortgages such that the complete restoration
of such property is not fully reimbursable (but without regard to any applicable deductible provisions) by any insurance policy
required to be maintained with respect thereto pursuant to the terms of the Mortgage Loan Documents or this Agreement.


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received with respect to the Mortgage
Loan or upon foreclosure or liquidation of any related Properties (net of related foreclosure expenses and Liquidation Expenses)
during the related Collection Period including, but not limited to, prepayments due to acceleration of the Mortgage Loan, Net
Liquidation Proceeds, Net Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments
and other payments and collections on such Mortgage Loan not scheduled to be received, other than Monthly Debt Service Payments,
the Balloon Payment, Prepayment Premiums or Default Yield Maintenance Premiums.


 


“Upper-Tier
Distribution Account”: A subaccount of the Distribution Account, which will be an asset of the Trust Fund and the Upper-Tier
REMIC.


 


“Upper-Tier
REMIC”: One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated
Lower-Tier Interests and such amounts as will from time to time be held in the Upper-Tier Distribution Account.


 


“U.S.
Securities Person”: A “U.S. person” within the meaning of Rule 902(k) under the Act.


 


“U.S.
Tax Person”: A Person that is (i) a citizen or resident alien of the United States, (ii) a corporation, partnership
(except as provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United
States, any State or the District of Columbia, including any entity treated as a corporation or partnership for federal income
tax purposes, (iii) an estate whose income is subject to United States federal income tax regardless of the source of its income,
(iv) 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
a U.S. Tax Person) and (v) any other Person that is disregarded as separate from its owner for U.S. federal income tax purposes
and whose owner is described in clauses (i) through (iv) above.


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At any time that any Certificates are outstanding, the Voting Rights shall be allocated among the respective Classes
of Certificateholders as follows: (1)(x) except as described in subclause (y) of this clause (1),
4% in the aggregate to the Class X Certificates (for so long as the Notional Balance of such Class has not been reduced to
zero) allocated to such Class based on its Notional Balance and (y) 0% to the Class X Certificates in the case of votes
pertaining to terminating and replacing the Special Servicer as described in Section 7.1 and (2) in the case
of any other Class of Regular Certificates,


 






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a percentage equal to the product of (x) the percentage of Voting Rights remaining
after allocations in clause (1) above, and (y) a percentage, the numerator of which is equal to the Certificate
Balance (and in connection with any vote to terminate or replace the Special Servicer under this Agreement following the termination
of a Control Period, taking into account any notional reductions in the Certificate Balances for Appraisal Reduction Amounts allocated
to the Certificates) of the Class, in each case, determined as of the prior Distribution Date, and the denominator of which is
equal to the Certificate Balance (and in connection with any vote to terminate or replace the Special Servicer under this Agreement
following the termination of a Control Period, taking into account any notional reductions in the Certificate Balances for Appraisal
Reduction Amounts allocated to the Certificates) of all Classes of Principal Balance Certificates, in each case determined as
of the prior Distribution Date. The Class R Certificates shall be not be entitled to any Voting Rights.


 


“Withheld
Amounts”: As defined in Section 3.05(d)


 


“Work-out
Fee”: A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% of each payment of principal
and interest (other than Default Interest) made on the Mortgage Loan following resolution of a Special Servicing Loan Event by
a written agreement with the applicable Borrower Parties negotiated by the Special Servicer for so long as another Special Servicing
Loan Event does not occur.


 


1.2             
Interpretation. (a) Whenever this Agreement refers to a Distribution Date and a “related” Collection Period,
Interest Accrual Period or Payment Date, such reference shall be to the Collection Period, Interest Accrual Period or Payment
Date, as applicable, most recently ended prior to or immediately preceding, as applicable, such Distribution Date.


 


(b)              
Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference shall
be to the Pass-Through Rate for the applicable Class for the related Interest Accrual Period.


 


(c)               
The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and
Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise
specified.


 


(d)              
Interest on the Principal Balance Certificates and the Class X-FX Certificates shall be calculated based upon the actual number
of days elapsed in the related Interest Accrual Period and a 360-day year.


 


(e)              
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.


 


1.3             
Certain Calculations in Respect of the Trust Loan. (a) All amounts collected by or on behalf of the Trust in respect of the Trust Loan in the form of payments from the Borrower Parties, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds or otherwise shall be applied to amounts due and owing under the Mortgage Loan Documents
(including, without limitation, for principal and


 






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accrued and unpaid interest) in accordance with the express provisions of the
Mortgage Loan Documents; provided, however, in the absence of such express provisions or if and to the extent that
such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder
after a Mortgage Loan Event of Default, all such amounts collected shall be deemed to be applied in the following order of priority:
first, as a recovery of any unreimbursed Property Protection Advances and Administrative Advances plus interest accrued
thereon and, if applicable, unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest
thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan, to the extent not paid
pursuant to clause first above; third, as a recovery of accrued and unpaid interest first, on the Senior Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the
Junior Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case
the extent of the excess of (i) accrued and unpaid interest at the respective Mortgage Loan Interest Rates (without giving
effect to any increase in any such Mortgage Loan Interest Rate required under the Mortgage Loan Agreement as a result of a default
under the Mortgage Loan) through the end of the then current Mortgage Loan Interest Accrual Period), over (ii) the cumulative
amount of the reductions (if any) in the amount of the interest portion of the related Monthly Debt Service Payment Advances for
the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts
(to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth
below on earlier dates); fourth, as a recovery of principal of the Trust Loan then due and owing, including
by reason of acceleration of the Mortgage Loan following a Mortgage Loan Event of Default (or, following the occurrence of a Liquidation
Event, as a recovery of principal to the extent of its entire remaining unpaid principal balance), with any such recovery of principal
to be applied, in the following order: (i) first, pro rata, to the reduction of the outstanding principal balance
of the Senior Trust Notes; and (ii) second, pro rata, to the reduction of the outstanding
principal balance of the Junior Trust Notes, in each case based on the relative principal balances of such Notes; fifth,
as a recovery of accrued and unpaid interest first, on the Senior Trust Notes, on a pro rata
basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes on a pro rata basis based
on their respective unpaid principal amounts, in that order, in each case the extent of the cumulative amount of the reductions
(if any) in the amount of the interest portion of the related Monthly Debt Service Payment Advances for the Trust Loan that
have theretofore occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been applied
as recovery of accrued and unpaid interest as described in this clause fifth on earlier dates); sixth, as a recovery
of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, ground
rent and insurance premiums and similar items; seventh, as a recovery of any other reserves to the extent then required
to be held in escrow; eighth, as a recovery of any assumption fees and Modification Fees then due and owing under the Trust
Loan; tenth, as a recovery of any other amounts then due and owing under the Trust Loan other than remaining unpaid
principal; and eleventh, as a recovery of any remaining principal of the Trust Loan to the extent of its entire remaining
unpaid principal balance; provided that, to the extent required under the REMIC Provisions, if any payments or proceeds
are received with respect to any release of an individual Property or any partial release of a Property (including following a
condemnation), and if, immediately following such release,


 






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the loan-to-value ratio of the Trust Loan (as determined in accordance
with applicable REMIC requirements) exceeds 125%, then such payments or proceeds shall be allocated to reduce the principal balance
of the Mortgage Loan in the manner permitted by such REMIC Provisions. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect
the allocations under the Co-Lender Agreement.


 


In
connection with the foregoing, if the terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with
a work-out or proposed work-out of the Mortgage Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that
(i) the Mortgage Loan principal balance is decreased, (ii) the applicable interest rate on the Mortgage Loan is reduced,
(iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment
is made to any of the payment terms of the Mortgage Loan, then all payments and other collections with respect to the Mortgage
Loan will be deemed applied (for purposes of making distributions on the Certificates) as though such work-out did not occur,
with the payment terms of the Mortgage Loan and each related Note remaining the same as they are on the Closing Date, and (for
purposes of making distributions on the Certificates and allocating Realized Losses to the Principal Balance Certificates) the
full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such work-out
shall be borne, first, by the Junior Trust Notes (on a pro rata basis based on their respective unpaid principal
amounts), and then, by the Senior Trust Notes and the Companion Loan Notes, on a pro rata basis based on their respective
unpaid principal amounts.


 


(b)              
Collections by or on behalf of the Trust in respect of each Foreclosed Property (exclusive of amounts to be applied to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) shall be applied
to the amounts due and owing on the  Trust Loan (which shall be deemed to remain outstanding) in the following order of
priority (and for the following purposes): first, as a recovery of any related and unreimbursed Property
Protection Advances and Administrative Advances plus interest accrued thereon and, if applicable, unreimbursed Trust
Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest thereon to the extent previously
reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid
interest first, on the Senior Trust Notes, on a pro rata basis based on their
respective unpaid principal amounts, and then, on the Junior Trust Notes on a pro rata basis based on their respective
unpaid principal amounts, in that order, in each case the extent of the excess of (i) accrued and unpaid interest at the
respective Mortgage Loan Interest Rates (without giving effect to any increase in any such Mortgage Loan Interest Rate
required under the Mortgage Loan Agreement as a result of a default under the Mortgage Loan) through the end of the then
current Mortgage Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount
of the interest portion of the related Monthly Debt Service Payment Advances for the Mortgage Loan that have theretofore
occurred in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery
of accrued and unpaid interest pursuant to clause fifth below or clause fifth of the prior waterfall on earlier
dates); fourth, as recovery of principal of the Trust Loan then due and owing, including by reason of acceleration
of the Mortgage Loan following a Mortgage Loan Event of Default (or, following the occurrence of a Liquidation Event, as a
recovery of principal to the extent of its entire remaining unpaid principal balance), with any such recovery of principal to
be applied, in the following order: (i) first, pro rata, to the reduction of the outstanding principal balance
of the Senior Trust Notes, on a pro rata basis based on their respective unpaid principal
amounts; and (ii)


 






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second,
pro rata, to the reduction of the outstanding principal balance of the Junior Trust Notes, on a pro rata basis based
on their respective unpaid principal amounts; fifth, as a recovery of accrued and unpaid interest first, on the Senior
Trust Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Notes
on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case the extent of the cumulative
amount of the reductions (if any) in the amount of the interest portion of the related Monthly Debt Service Payment Advances for
the Trust Loan that have theretofore occurred in connection with related Appraisal Reduction Amounts (to the extent collections
have not been applied as recovery of accrued and unpaid interest as described in this clause fifth or clause fifth
of the prior waterfall on earlier dates); sixth, as a recovery of any Default Interest then deemed to be due and owing
under the Trust Loan; and seventh, as a recovery of any other amounts deemed to be due and owing in respect of the Trust Loan. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect
the allocations under the Co-Lender Agreement.


 


(c)               
All net present value calculations and determinations made under this Agreement with respect to the Mortgage Loan, the Trust Loan,
the Companion Loans, a Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing
Practices”) shall be made using a discount rate the Special Servicer determines in accordance with Accepted Servicing
Practices is appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the
Mortgage Loan, the Trust Loan or the Companion Loans, or sale of the Mortgage Loan, the Trust Loan or any Companion Loan if it
is in default, the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would
be obtainable by the Borrowers on similar debt of the Borrowers as of such date of determination and (2) the Mortgage Loan
Interest Rate 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).


 


2.                 
DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


2.1             
Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets
over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Certificateholders, without recourse
(except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest,
whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred
to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor
under each Trust Loan Purchase Agreement, (ii) all right, title and interest of the Depositor in, to and under the Reserve
Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all
right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or
to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any
related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible
or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Parties or any
other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all
Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan.


 






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(b)              
Each Trust Loan Purchase Agreement provides that the related Loan Seller shall deliver to, and deposit with the Trustee (or a
Custodian on its behalf, in each case, to the extent not already in the possession of the Trustee (or a Custodian on its behalf)),
with copies to the Servicer, (i) on or prior to the Closing Date, (A) in the case of CGMRC, the original Note A-1A, the original
Note A-1C and the original Note A-2A (or if any such original Note has been lost, a lost note affidavit), endorsed without recourse
to the order of the Trustee in the following form: “Pay to the order of Deutsche Bank Trust Company Americas, as Trustee
in trust for Holders of CGBAM Commercial Mortgage Trust 2015-SMRT, Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT,
without recourse or warranty except as set forth in the Trust and Servicing Agreement dated as of May 6, 2015, among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Deutsche Bank Trust Company Americas,
as Trustee, and Citibank, N.A., as Certificate Administrator”, which Notes and all endorsements thereon shall show a complete
chain of endorsement from the original payee(s) to the Trustee, and (B) in the case of BANA, the original Note A-1B and the original
Note A-2B (or if any such original Note has been lost, a lost note affidavit), endorsed without recourse to the order of the Trustee
in the following form: “Pay to the order of Deutsche Bank Trust Company Americas, as Trustee in trust for Holders of CGBAM
Commercial Mortgage Trust 2015-SMRT, Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, without recourse or warranty
except as set forth in the Trust and Servicing Agreement dated as of May 6, 2015, among Citigroup Commercial Mortgage Securities
Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Special Servicer, Deutsche Bank Trust Company Americas, as Trustee, and Citibank,
N.A., as Certificate Administrator”, which Notes and all endorsements thereon shall show a complete chain of endorsement
from the original payee(s) to the Trustee (provided that allonges to the Trust Notes shall be delivered within one Business Day
after the Closing Date), (ii) on or before the Closing Date, copies of the Co-Lender Agreement and the Companion Loan Notes, and
(iii) on or before the date occurring 10 days after the Closing Date (the “Delivery Date”), the following documents
or instruments (each, if not defined in this Agreement, as defined in the Mortgage Loan Agreement) with respect to the Mortgage
Loan (collectively with the original Trust Notes required under clause (i) above and the copies of the Co-Lender Agreement
and the Companion Loan Notes required under clause (ii) above, the “Mortgage Loan File”), in each case executed
by the parties thereto:


 


    (A)             
an original of the Mortgage Loan Agreement, including all amendments thereto;


 


    (B)             
the original or certified copy, as applicable, of each of the Mortgages, with evidence of recording thereon, and, if any Mortgage
was executed pursuant to a power of attorney, a certified true copy of the power of attorney certified by the public recorder’s
office, with evidence of recording thereon (if recording is customary in the jurisdiction in which such power of attorney was
executed) or certified by a title insurance company or escrow company to be a true copy thereof; provided that if any such
original Mortgage cannot be delivered with evidence of recording thereon on or prior to the 45th day following the
Closing Date because of a delay caused by the public recording


 






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office where such original Mortgage has been delivered for recordation
or because such original Mortgage has been lost after recordation, the related Loan Seller shall deliver or cause to be delivered
to the Trustee (or the Custodian on its behalf) a true and correct copy of such Mortgage together with (A) in the case of a delay
caused by the public recording office, an Officer’s Certificate of the related Loan Seller stating that such original Mortgage
has been sent to the appropriate public recording official for recordation or (B) in the case of an original Mortgage that has
been lost after recordation, a certification by the appropriate county recording office where such Mortgage is recorded that such
copy is a true and complete copy of the original recorded Mortgage;


 


    (C)             
each original Assignment of Mortgage, each in favor of the Trustee, and each in a form that is complete and suitable for recording
in the applicable jurisdiction in which the related Property is located to “Deutsche Bank Trust Company Americas, as Trustee
for CGBAM Commercial Mortgage Trust 2015-SMRT, Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT and the holders
of the Companion Loans, as their interests may appear”, without recourse;


 


    (D)             
an original of the Guaranty;


 


    (E)              
an original of the Environmental Indemnity;


 


    (F)              
an original of each Deposit Account Agreement;


 


    (G)             
where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together
with a fully completed UCC-2 or UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the
assignment from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal
property and other UCC collateral constituting security for repayment of the Trust Loan;


 


     (H)             
the lender’s title insurance policies obtained in connection with the origination of the Trust Loan (or marked, signed commitments
to insure or pro forma title insurance policies), together with any endorsements thereto;


 


    (I)               
a copy of any letter of credit relating to the Trust Loan and any related assignment thereof (with the original to be delivered
to the Servicer);


 


     (J)              
the original or a copy of each Ground Lease to which a Borrower is a party, together with any estoppels from the related ground
lessors;


 


    (K)             
any other material written agreements related to the Trust Loan or any other documents delivered by the lender or any of the Borrower
Parties in connection with the closing of the Trust Loan or any amendment thereof and any legal opinions delivered in connection
with the closing of the Trust Loan;


 






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     (L)              all other instruments, if any,
constituting additional security for the repayment of the Trust Loan;


 


     (M)           
a copy of the Mezzanine Loan Agreement, including all amendments thereto, and an original or a copy of the Mezzanine Intercreditor
Agreement;


 


    (N)            
a copy of each Management Agreement;


 


    (O)            
an original of each related Assignment of Management Agreement;


 


    (P)             
a copy of each License Agreement;


 


    (Q)            
an original of each Assignment of License Agreement; and


 


    (R)            
 any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


 


If
the Loan Seller s cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses
(B), (C) and (G) above with evidence of filing or recording thereon (if intended to be recorded or filed), solely
because of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing
or recordation, or because the timing of the Delivery Date is such that it would not be feasible to obtain such documents from
such public filing or recording office in sufficient time to meet the delivery requirements of this Section 2.1(b),
the delivery requirements of this Section 2.1(b) shall be deemed to have been satisfied on a provisional basis as
of the Delivery Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed
to have been included in the Mortgage Loan File, if a duplicate original or a photocopy of such non-delivered document or instrument
(certified by the applicable public filing or recording office, the applicable title insurance company or any Loan Seller to be
a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Trustee (or a Custodian
on its behalf) with copies to the Servicer on or before the Delivery Date, and either the original of such non-delivered document
or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office, in the case of the documents
and/or instruments referred to in clauses (B), (C) and (G) above to be a true and complete copy of the original
thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Trustee (or any Custodian
on its behalf), with copies to the Servicer, within 180 days of the Closing Date (or within such longer period, not to exceed
18 months, after the Closing Date as the Loan Sellers shall reasonably require, so long as the Loan Seller are, as certified in
writing to the Trustee no less often than every 90 days, commencing on the 180th day from the Closing Date, attempting
in good faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy).


 


In
addition, the Loan Sellers shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies
or certificates issued by the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment
of premiums relating thereto (which may consist of such policies or certificates).


 






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The
parties hereto acknowledge that each Trust Loan Purchase Agreement provides that each Mortgage, Assignment of the Mortgage, and
UCC-2 and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall be filed or recorded,
as applicable, by the Loan Sellers, with instructions to return all such recorded documents, or other evidences of filing issued
by the applicable governmental offices, to the Trustee (or a Custodian on its behalf), with a copy to the Servicer. In the event
that any such document is determined to be defective or not to be in compliance with the requirements of the applicable filing
office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the Loan Sellers
are required to promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or
recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances
where the public recording office retains the original Mortgage or Assignment of Mortgage after any has been recorded, the obligations
of the Loan Sellers under the Trust Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Trustee
(or a Custodian on its behalf) of a copy of such Mortgage and Assignment of Mortgage, certified by the public recording office
to be a true and complete copy of the recorded original thereof.


 


With
respect to each Ground Lease, as soon as reasonably practicable following the Closing Date, but no later than 30 days following
the Closing Date, the Loan Seller shall deliver to the Servicer a form of notice to be delivered by the Servicer to the related
ground lessor regarding the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf and informing such ground
lessor that any notices of default under such Ground Lease should thereafter be forwarded to the Servicer. In connection with
each Ground Lease, the Servicer shall promptly, and in any event within the later of (i) 30 days following the receipt of
the foregoing notice from the Loan Sellers, and (ii) 60 days following the Closing Date, deliver such notice to the related ground
lessor.


 


The
parties hereto acknowledge that each Loan Seller will be solely liable for the delivery of its Trust Notes, and that both Loan
Sellers will be liable for the delivery of the remaining documents and instruments constituting the Mortgage Loan File.


 


In
the event that any letter of credit is delivered by the Borrowers under the Mortgage Loan Documents, the Servicer shall hold the
original of such letter of credit on behalf of the Trust and the Companion Loan Holder and deliver a copy of such letter of credit
to the Trustee.


 


The
ownership of the Trust Notes, the Mortgages, the Collateral Security Documents and all other contents of the Mortgage Loan File
shall be vested in the Trust or the Trustee in trust for the benefit of the Certificateholders and, except for the Trust Notes,
for the benefit of the Companion Loan Holder. The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent
with the Trustee’s ownership of the Trust Loan and to promptly indicate to all inquiring parties that the Trust Loan has
been sold and to claim no ownership interest in the Trust Loan. All original documents relating to the Mortgage Loan that are
not delivered to the Trustee are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be,
in trust for the benefit of the Certificateholders and the Companion Loan Holders (except each original Companion Loan Note shall
be held by the related


 






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Companion Loan Holder or its designee). In the event that any such original document is required pursuant
to the terms of this Section 2.1(b) to be a part of a Mortgage Loan File, such document shall be delivered promptly
to the Trustee.


 


2.2             
Acceptance by the Trustee. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment
to it of the Trust Loan in good faith without notice of adverse claims and declares that it holds and shall hold or shall cause
to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting
the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of
all present and future Certificateholders and the Companion Loan Holders.


 


(b)              
The execution and delivery of this Agreement by the Trustee shall constitute certification by the Trustee that (i) each original
Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and copies of all allonges thereto
(with originals to follow) have been received by the Trustee or a Custodian on its behalf; and (ii) such original Trust Note
has been reviewed by the Trustee or a Custodian on its behalf and (A) appears regular on its face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the Borrower Parties), (B) appears to have been
executed and (C) purports to relate to the Trust Loan. The Trustee agrees to review or cause to be reviewed the Mortgage
Loan File within 30 days after the Closing Date, and to deliver to the Depositor, the Servicer, the Special Servicer and
the Loan Sellers a report (which report shall also be available in electronic format (including Excel-compatible format) upon
request) certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b)
have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport
to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear
on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Trustee nor any Custodian on its
behalf shall have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b).
Neither the Trustee nor any Custodian on its behalf shall be under any duty or obligation to inspect, review, or examine any such
documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient,
duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or
recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any
document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that
any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to
be on its face, or whether the title insurance policies relate to the Properties.


 


(c)               
Upon the first anniversary of the Closing Date, the Trustee shall deliver to each of the other parties hereto a final exception
report (which exception report shall also be available in electronic format (including Excel-compatible format) upon request)
as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i)
cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause the or each, as applicable, related
Loan Sellers to (1) repurchase its respective Loan Seller Percentage Interest in the Trust Loan (or the allocable portion thereof)
or (2) indemnify the Trust in respect of its Loan Seller Percentage Interest in the Trust Loan for


 






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losses directly related to
such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material
Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) any Defect resulting from the failure
to deliver the document described in clause (i) of Section 2.1(b) and the documents described in clauses (iii)(B),
(H) and (I) of Section 2.1(b) and (y) Defects that cause the Trust Loan to be other than a Qualified Mortgage)
shall be considered to be a Material Document Defect unless the document with respect to which the Defect exists is required in
connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any
claim asserted by any Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any
lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trustee’s sole
remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or indemnity
payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements.


 


(d)              
If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan (or
the allocable portion of the Trust Loan) because of a breach of or alleged breach of a representation or warranty or a Defect
(any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the
Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient”
with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such
Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto),
then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each,
a “15Ga-1 Notice”) to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s
receipt thereof. Each 15Ga-1 Notice may be delivered by electronic means.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Property, (ii) the date the Repurchase Request is received
or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase
Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether
it currently plans to pursue such Repurchase Request.


 


A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any 15Ga-1 Notice
provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their
respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, 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 Repurchase Request Recipient
and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed
to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to
the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.


 






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In
the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly
forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while
a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in
the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing
Agreement relating to the CGBAM Commercial Mortgage Trust 2015-SMRT, Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT
requiring action by you as the “Repurchase Request Recipient” thereunder. Upon receipt of such Repurchase Request
by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase
Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d)
with respect to such Repurchase Request.


 


If
the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal
of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied
to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the
Special Servicer, as applicable.


 


2.3             
Representations and Warranties of the Trustee. (a) Deutsche Bank Trust Company Americas, as Trustee hereby represents
and warrants to the other parties hereto, and for the benefit of the Certificateholdersand the Companion Loan Holders, that as
of the Closing Date:


 


                             (i)               the Trustee is a New York banking
corporation, duly organized, validly existing, and is 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 shall not violate the Trustee’s
organizational documents or any other material instrument governing its operations, 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, which default
or breach of such material contract, agreement or other instrument would have a material adverse effect on the Trustee’s
performance of its obligations hereunder;


 


                             (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 8.10, 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;


 






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                             (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 bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law);


 


                             (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 shall 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 performance of its duties hereunder or thereunder;


 


                             (vi)       
     no consent, approval, authorization or order of, or registration of filing with, or notice to any
court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of
this Agreement or if required, such approval has been obtained prior to the Closing Date;


 


                             (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;


 


                             (viii)            the Trustee is covered by errors
and omissions insurance and fidelity bond coverage which is in full force and effect or otherwise complies with the requirements
of Section 8.6(b) hereof; and


 


                             (ix)       
      the Trustee is a Qualified Trustee.


 


(b)              
The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the
termination of this Agreement, and shall inure to the benefit of the other parties hereto, the Certificateholders and the Companion
Loan Holders.


 


2.4             
Representations and Warranties of the Certificate Administrator. (a) Citibank, N.A., as Certificate Administrator,
hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan
Holders, that as of the Closing Date:


 


                             (i)                the Certificate Administrator is
a national banking association, duly organized, validly existing, and is in good standing under the laws of the United States;
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 shall


 






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not violate
the Certificate Administrator’s organizational documents or any other material instrument governing its operations, 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, which default or breach of such material contract, agreement or other instrument
would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder;


 


                             (iii)              the Certificate Administrator
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


                             (iv)              this Agreement, assuming due authorization,
execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator,
enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy,
insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors
generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity
or at law);


 


                             (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 shall 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;


 


                             (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;


 


                             (viii)            the Certificate Administrator
is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements
of Section 8.6(b) hereof; and


 


                             (ix)              the Certificate Administrator is
a Qualified Certificate Administrator.


 






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(b)              
The respective representations and warranties of the Certificate Administrator set forth in this Section 2.4 shall
survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto, the Certificateholders
and the Companion Loan Holders.


 


2.5             
Representations and Warranties of the Servicer and the Special Servicer. (a) Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer and Special Servicer, hereby represents and warrants to the other parties hereto, and for the
benefit of the Certificateholders and the Companion Loan Holders, that as of the Closing Date:


 


                             (i)                it is a national banking association,
duly organized, validly existing, and is in good standing under the laws of the United States; it is, and throughout the term
of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where any Property is located
to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in accordance with the
terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise,
and approvals to execute, deliver, perform and comply with its obligations under this Agreement.


 


                             (ii)              the execution and delivery of this
Agreement and its performance of and compliance with the terms hereof in the manner contemplated by this Agreement shall not violate
its organizational documents or any other material instrument governing its operations, or any laws, regulations, orders or decrees
of any governmental authority applicable to it and shall not constitute a default (or any event which, with notice or lapse of
time or both, would constitute a default) under any material contract, agreement, or other instrument to which it is a party or
which may be applicable to any of its assets, which violation or default would have consequences that would materially and adversely
affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder,
or materially impair the ability of the Trust to realize on the Collateral;


 


                             (iii)             this Agreement constitutes its
valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy,
insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’
rights generally, (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity
or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability
of indemnification, contribution and exculpation provisions as to securities law violations;


 


                             (iv)              it has the full power and authority
to enter into and consummate the transactions contemplated by this Agreement;


 


                             (v)               this Agreement has been duly executed
and delivered by it;


 






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                             (vi)             all consents, approvals, authorizations,
orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance
of this Agreement by it have been obtained or made;


 


                             (vii)            there is no pending action, suit
or proceeding, arbitration or, to its knowledge, governmental investigation against it, the outcome of which, in its reasonable
judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its
ability to perform its obligations under this Agreement; and


 


                             (viii)           it has errors and omissions insurance
and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.11 or it self-insures
for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement


 


(b)             
The representations and warranties of the Servicer and the Special Servicer set forth in this Section 2.5 shall survive
until termination of this Agreement, and shall inure to the benefit of the parties hereto, the Certificateholder and the Companion
Loan Holders.


 


2.6             
[Reserved]


 


2.7             
Representations and Warranties of the Depositor. (a)  The Depositor hereby represents and warrants to the other
parties hereto, and for the benefit of the Certificateholders, that as of the Closing Date:


 


                             (i)               the Depositor is a Delaware corporation,
duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to
own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement,
and to create the trust pursuant hereto;


 


                             (ii)              the execution, delivery and performance
of this Agreement by the Depositor have been duly authorized by all necessary corporate action on the part of the Depositor; neither
the execution, delivery and performance of this Agreement, nor the consummation of the transactions herein contemplated, nor the
compliance with the provisions hereof, shall conflict with or result in a breach of, or constitute a default under (A) any
of the provisions of any law, rule, regulation, judgment, decree or order binding on the Depositor, (B) the organizational
documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the Depositor is
a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative agency or governmental
body having jurisdiction over it;


 


                             (iii)            the execution, delivery and performance
by the Depositor of this Agreement and the consummation of the transactions contemplated hereby and thereby do not require the
consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date
hereof;


 






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                             (iv)              this Agreement has been duly executed
and delivered by the Depositor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes
a valid and binding obligation of the Depositor enforceable against it in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting
the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law);


 


                             (v)               there are no actions, suits or proceedings
pending or, to the best of the Depositor’s knowledge, threatened or likely to be asserted against or affecting the Depositor,
before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions
contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor shall be determined
adversely to the Depositor and shall, if determined adversely to the Depositor, materially and adversely affect its ability to
perform its obligations under this Agreement;


 


                             (vi)              the Depositor is not in default
with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental
agency, which default would materially and adversely affect the ability of the Depositor to perform its obligations hereunder;


 


                             (vii)            other than the actions taken pursuant
to this Agreement, the Depositor has taken no action to impair or encumber the title to the Trust Loan or to subject it to any
offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


                             (viii)           the Depositor is accounting for
the transfer of the Trust Loan as a sale under generally accepted accounting principles and for federal income tax purposes;


 


                             (ix)              the Depositor is not, and, after
giving effect to the transfers contemplated under this Agreement, shall not be, insolvent; and


 


                             (x)               the Depositor has not transferred
the Trust Loan with an intent to hinder, delay or defraud its creditors.


 


(b)             
The representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination
of this Agreement, and shall inure to the benefit of the Certificateholders and the parties to this Agreement.


 


(c)              
Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.7(a)
and (b), none of the Certificateholders, the Trustee, or the Certificate Administrator on their behalf shall have any
rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Mortgage Loan.


 


2.8             
Representations and Warranties Contained in the Trust Loan Purchase Agreement. (a) Upon discovery by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of any representation and warranty
set forth in Exhibit A to any Trust Loan Purchase Agreement, which representation and warranty was


 






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made by the related Loan
Seller in such Trust Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1 hereof,
or (ii) a Material Document Defect, such Person shall give prompt notice thereof to the other parties hereto, and upon receipt
of such notice the Certificate Administrator shall use commercially reasonable efforts to cause such or each, as applicable, Loan
Seller , to the extent obligated to do so under the applicable Trust Loan Purchase Agreement, to cure such default or defect,
indemnify the Trust or repurchase such Loan Seller ’s respective Trust Notes under the terms of and within the time period
specified by the applicable Trust Loan Purchase Agreement, it being understood and agreed that none of such Persons has an obligation
to conduct any investigation with respect to such matters. It is understood and agreed that (i) any repurchase obligations of
any Loan Seller under the related Trust Loan Purchase Agreement require the applicable Loan Seller to repurchase only its respective
Trust Notes, and no Loan Seller shall have any obligation, liability or responsibility with respect to any obligations of the
other Loan Seller and (ii) the obligations of the Loan Sellers referred to in this Section 2.8(a) shall be the sole
remedies available to the Certificateholders or the Certificate Administrator respecting a Material Breach of any representation
and warranty made by the Loan Seller s or a Material Document Defect.


 


(b)              
Subject to the provisions of clause (f) below, upon receipt by the Servicer from a Loan Seller of the applicable Repurchase
Price for the applicable Loan Seller Percentage Interest in the Trust Loan (or in the allocable portion thereof): (i), the Servicer,
as applicable, shall deposit such amount in the Collection Account, and the Trustee shall, upon receipt of a certificate of a
Servicing Officer certifying as to the receipt by the Servicer of such Repurchase Price and the deposit of such Repurchase Price
into the Collection Account pursuant to this Section 2.8(b), release or cause to be released to the designee of such
Loan Seller (which designee may be such Loan Seller itself) such Loan Seller ’s Trust Notes and, assuming all of the Loan
Sellers are repurchasing their respective Loan Seller Percentage Interests in the Trust Loan (or an allocable portion thereof),
release or cause to be released to the designee of the Loan Seller s the other documents constituting the Mortgage Loan File (in
addition to such Loan Seller’s Trust Notes (or, if applicable, any replacement note(s) evidencing the portion of such Trust
Note(s) being repurchased)); (ii) the Trustee shall execute and deliver to the designee of such Loan Seller (which designee
may be such Loan Seller itself) such instruments of transfer or assignment, in each case without recourse, representation or warranty
(except that the Trust Loan (or the applicable portion thereof) is owned by the Trust and is being sold free and clear of liens
and encumbrances), as shall be prepared by such designee to vest in such designee the Trust Loan (or applicable portion thereof)
released pursuant hereto, and the Certificate Administrator, the Trustee, the Servicer and the Special Servicer shall have no
further responsibility with regard to the Mortgage Loan File (or portion thereof) so released (if and to the extent released in
accordance with this Section 2.8(b)); and (iii) assuming that all of the Loan Sellers are repurchasing their respective
Loan Seller Percentage Interests in the Trust Loan (or an allocable portion thereof), each of the Servicer, the Special Servicer,
the Trustee and the Certificate Administrator shall release or cause to be released to the designee of the Loan Sellers copies
of any servicing file or records, escrow payments and reserve funds held thereby in respect of the Trust Loan (or the allocable
portion thereof).


 


(c)               
Pursuant to Section 8(c) of each Trust Loan Purchase Agreement, a Loan Seller is permitted to elect a partial repurchase of such
Loan Seller’s Loan Portion of the Trust Loan in connection with a Material Breach or a Material Document Defect, if such
Material


 






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Breach or Material Document Defect relates to one or more, but not all, of the related Properties, and if the Loan Seller
can cause the the Mortgage Lender to exercise its right under the Mortgage Loan Documents to cause an Uncrossing Event to occur
with respect to the Mortgage Loan, subject to the terms and provisions of the Mezzanine Intercreditor Agreement, to create an
Uncrossed Loan secured solely by the affected Properties. In such event, the Servicer, Special Servicer, the Trustee and Certificate
Administrator, as applicable, shall comply with, and enforce the provisions of Section 11.9 of the Mortgage Loan Agreement,
provided, however, that such Loan Seller, at such Loan Seller’s own expense, deliver, or cause to be delivered, to
the Servicer or the Special Servicer, as applicable, all of the following: (i) a Rating Agency Confirmation with respect
to the splitting of the Trust Loan in connection with such partial repurchase, (ii) an Opinion of Counsel for the related
Loan Seller to the effect that such splitting of the Trust Loan in connection with such repurchase shall not cause (A) either
the Lower-Tier REMIC or Upper-Tier REMIC to fail to continue to qualify as a REMIC, or (B) the Trust Loan to fail to qualify as
a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, or (C) a tax to be imposed on the Trust,
(iii) a written instrument executed by the related Borrower Parties to the effect that (1) they release the Trust and
the parties to this Agreement from any liability that any of them may be construed to have to any related Borrower Party for any
cost or expense incurred or to be incurred by any related Borrower Party in connection with such splitting, including, without
limitation, transfer or conveyance fees (if any), mortgage recording taxes (if any) and attorney fees and expenses and (2) they
concur that such splitting of the Trust Loan does not increase in the aggregate any monetary obligation of the related Borrower
Parties under the related Mortgage Loan Documents or any other obligation of the related Borrower Parties under the related Mortgage
Loan Documents in any material respect; and (iv) such other documents, instruments and opinions as the Servicer or the Special
Servicer, as applicable, may reasonably request. For the avoidance of doubt, a partial repurchase by a Loan Seller of the Trust
Loan pursuant to this Section 2.8(c) shall not be permitted unless the other Loan Seller elects to do so and simultaneously
repurchases an equivalent portion of its respective Loan Portion with respect to the Trust Loan pursuant to Section 8(c) of the
other Trust Loan Purchase Agreement. In the event of any repurchase by a Loan Seller of a portion of such Loan Seller ’s
Loan Portion in the Trust Loan pursuant to this Section 2.8(c) (and provided that the other Loan Seller also repurchases
an equivalent portion of the applicable Loan Seller’s Loan Portion in the Trust Loan and the portions of the Trust Loan
so repurchased by all of the Loan Sellers collectively constitute a Severed Loan), such repurchased portion of the related Loan
Seller’s Loan Portion shall no longer be serviced under this Agreement and the Servicer and the Special Servicer shall have
no further rights or obligations with respect to such repurchased portion of the Mortgage Loan (other than if and to the extent
provided in this Agreement any rights or obligations that arose prior to such repurchase); provided, however, the remainder of
the related Mortgage Loan will continue to be serviced pursuant to the terms of this Agreement.


 


(d)              
Notwithstanding the foregoing, it is understood and agreed that if there is a Material Breach or Material Document Defect with
respect to one or more Properties, the Loan Sellers will not be obligated to repurchase their Loan Seller Percentage Interest
in the Trust Loan (or in the related allocable portion thereof) if (i) the affected Property or Properties may be released pursuant
to the terms of any partial release provisions in the Mortgage Loan Documents (and such Property or Properties are, in fact, released
in accordance with the terms of the Mortgage Loan Documents), (ii) the Property or Properties remaining encumbered by the lien
of the Trust Loan satisfy the requirements, if any, set forth in the Mortgage Loan Documents and


 






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the Loan Sellers provide an opinion
of counsel to the effect that such release would not cause an Adverse REMIC Event to occur; (iii) each Rating Agency has provided
a Rating Agency Confirmation with respect to such release; and (iv) each Loan Seller shall reimburse the Servicer, the Special
Servicer or the Trust for the applicable Loan Seller Percentage Interest of any actual out-of-pocket expenses incurred by the
Servicer, the Special Servicer or the Trust, as applicable, in connection with such partial release if and to the extent that
such expenses are not reimbursed by the Borrowers.


 


(e)             
For the avoidance of doubt, it is understood and agreed that in the event that a Loan Seller is unable to satisfy, in all material
respects, (x) the requirements of a partial repurchase set forth in Section 2.8(c), or (y) the requirements of a partial
release set forth in Section 2.8(d), then such Loan Seller will be required to repurchase such Loan Seller ’s entire
Loan Seller Percentage Interest in the Trust Loan, cure the related Material Breach or Material Document Defect or indemnify the
Trust for such Loan Seller ’s Loan Seller Percentage Interest of the losses directly related to such Material Breach or
Material Document Defect, in each case pursuant to the related Trust Loan Purchase Agreement.


 


2.9           
Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. (a) The Trustee acknowledges
the assignment in trust by the Depositor to the Trustee of the Trust Notes and other assets comprising the Trust Fund. Concurrently
with such assignment and delivery and in exchange therefor, (i) the Trustee acknowledges the issuance of (A) the Uncertificated
Lower-Tier Interests to the Depositor and (B) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which
is hereby acknowledged, (ii) the Trustee acknowledges the contribution of the Uncertificated Lower-Tier Interests to the
Upper-Tier REMIC, (iii) the Certificate Administrator acknowledges that it (A) has executed and has authenticated and delivered
to or upon the order of the Depositor, the Regular Certificates, and has caused the Trust to issue the Class UT-R Interest
in exchange for the Uncertificated Lower-Tier Interests and (B) has executed and has authenticated and delivered to or upon
the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, and
(iii) the Depositor hereby acknowledges the receipt by it or its designees of the Regular Certificates in authorized denominations
and the Class UT-R Interest evidencing the entire beneficial ownership of the Upper Tier REMIC.


 


2.10         
Miscellaneous REMIC Provisions. (a) The Class A, Class X, Class B, Class C, Class D, Class E and Class F Certificates
are hereby designated as the “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1)
of the Code, and the Class UT-R Interest is hereby designated as the sole class of “residual interests” in the
Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.


 


(b)           
The Class LA, Class LB, Class LC, Class LD, Class LE and Class LF Uncertificated Interests are hereby designated as the “regular
interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class LT-R Interest
is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(2)
of the Code. 


 



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3.                 
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN


 


3.1             
Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer,
as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan and any Foreclosed Properties
solely on behalf of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, the Certificateholders
and the Companion Loan Holders, as a collective whole as if such Certificateholders and the Companion Loan Holders constituted
one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable
judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan
Documents, the Co-Lender Agreement and the Mezzanine Intercreditor Agreement and, to the extent consistent with the foregoing,
the following standards (herein referred to as “Accepted Servicing Practices”): (i) the higher of (a) in
the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer,
as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for third-party
portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage
loan servicers in servicing mortgage loans and administering foreclosed properties, and (b) with the same care, skill, prudence
and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed or
other similarly situated properties it services and manages, in either case exercising reasonable business judgment, acting in
accordance with applicable laws; (ii) with a view to the timely collection of (a) all scheduled payments of principal
and interest under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if, in the reasonable judgment
of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization
of the recovery on the Mortgage Loan to the Certificateholders and the Companion Loan Holders (as a collective whole as if the
Certificateholders and the Companion Loan Holders constituted a single lender) on a net present value basis and (b) the Borrower
Reimbursable Trust Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; and (iii) without
regard to:


 


     (A)             
any relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with the Access Restricted Parties,
any Loan Seller , the Depositor, any Companion Loan Holder or any of their respective Affiliates;


 


    (B)             
the ownership of any Certificate or Companion Loan or any interest in any Companion Loan or the Mezzanine Loan by the Servicer
or the Special Servicer or by any Affiliate thereof;


 


    (C)             
in the case of the Servicer, its obligation to make Advances;


 


     (D)            
the right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation or
other fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect to
any particular transaction; or


 






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     (E)              
the ownership, servicing or management for others of any other mortgage loans or property by the Servicer or the Special Servicer.


 


Subject
to Accepted Servicing Practices and the terms of this Agreement, of the Mortgage Loan Documents and the Mezzanine Intercreditor
Agreement, the Servicer and the Special Servicer each shall have full power and authority, acting alone and/or through one or
more sub-servicers as provided in Section 3.2, to do or cause to be done any and all things in connection with such
servicing and administration which it may deem necessary or desirable. The Servicer and the Special Servicer shall service and
administer the Mortgage Loan in accordance with applicable state and federal law. At the written request of the Servicer or the
Special Servicer, as applicable, accompanied by the form of power of attorney or other documents being requested, the Trustee
shall furnish to the Servicer or the Special Servicer any powers of attorney and other documents necessary or appropriate to enable
such Servicer or the Special Servicer to carry out its servicing and administrative duties hereunder, and the Trustee shall not
be held responsible (and shall be indemnified by the Servicer or the Special Servicer) for any negligence or misuse by the Servicer
or the Special Servicer in its uses of any such powers of attorney or other document. Notwithstanding anything contained herein
to the contrary, the Servicer and the Special Servicer shall not without the Trustee’s or the Certificate Administrator’s,
as applicable, prior written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the representative capacity of the Servicer or the Special Servicer, as applicable, or (ii) take any action with
the intent to, and which actually does cause, the Trustee to be registered to do business in any state.


 


The
liability of each of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer
and the Special Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectability of the Mortgage Loan. No provision of this Agreement shall be construed to impose liability on the Servicer
or the Special Servicer for the reason (unless the Servicer or the Special Servicer did not act in accordance with Accepted Servicing
Practices) that any recovery to the Certificateholders in respect of the Mortgage Loan at any time after a determination of present
value recovery is made by the Servicer or the Special Servicer under this Agreement is less than the amount reflected in such
determination.


 


The
parties hereto acknowledge and agree that the Servicer and the Special Servicer are each acting as independent contractors and
not as agents for the Trustee and/or the Certificate Administrator.


 


The
Servicer shall, on behalf of the Trust and the Companion Loan Holders, maintain a Note register for the Mortgage Loan in accordance
with Section 11.8 of the Mortgage Loan Agreement.


 


3.2             
Sub-Servicing Agreements. (a)   The Servicer or Special Servicer, at its own expense without a right of reimbursement
under this Agreement or otherwise, may enter into sub-servicing agreements with sub-servicers for the servicing and administration
of the Mortgage Loan, provided that (i) any such sub-servicing agreement shall be upon such terms and conditions as
are not inconsistent with this Agreement and as the Servicer or Special Servicer, as


 






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applicable, and the sub-servicer have agreed,
and (ii) no sub-servicer retained by the Servicer or Special Servicer, as applicable, shall grant any modification, waiver,
or amendment to the Mortgage Loan Documents without the approval of the Servicer or Special Servicer, as applicable. References
in this Agreement to actions taken or to be taken, and limitations on actions permitted to be taken, by the Servicer or Special
Servicer, as applicable, in servicing the Mortgage Loan include actions taken or to be taken by a sub-servicer on behalf of the
Servicer or Special Servicer, as applicable. Each sub-servicer shall be (i) authorized to transact business and licensed
in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer to perform its obligations
under the applicable sub-servicing agreement, and (ii) qualified to perform its obligations under the applicable sub-servicing
agreement. For purposes of this Agreement, the Servicer or Special Servicer, as applicable, shall be deemed to have received any
amount when the sub-servicer receives such amount, irrespective of whether such amount is remitted to the Servicer or Special
Servicer, as applicable, for deposit in the Collection Account, any Cash Management Account, any Reserve Account or the Distribution
Account, and actions taken by the sub-servicer shall be deemed to be actions of the Servicer or Special Servicer. The Servicer
or Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Borrower Parties and the Depositor
in writing promptly upon the appointment of any sub-servicer and promptly furnish the Trustee, upon its request, with a copy of
the sub-servicing agreement. The Servicer or Special Servicer, as applicable, shall cause each sub-servicing agreement to provide
that no sub-servicer shall be permitted to enter into any sub-servicing agreement with other sub-servicers without the prior written
consent of the Servicer or Special Servicer, as applicable.


 


(b)              
Notwithstanding any sub-servicing agreement, the Servicer or Special Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage Loan in accordance with the provisions of Section 3.1
without diminution of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification
from a sub-servicer, and to the same extent and under the same terms and conditions as if the Servicer or Special Servicer alone
were servicing and administering the Mortgage Loan.


 


(c)               Any sub-servicing agreement entered into by the Servicer or Special Servicer shall provide that it may be assumed or terminated
by (i) the Trustee if the Trustee has assumed the duties of the Servicer or Special Servicer or if the Servicer or Special
Servicer is otherwise terminated pursuant to the terms of this Agreement, or (ii) a successor Servicer or Special Servicer
if such successor Servicer or Special Servicer has assumed the duties of the Servicer or Special Servicer, in each case without
cost or obligation to the Trustee, the successor Servicer or Special Servicer, the Trust or the Trust Fund.


 


(d)              
Any sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer, shall
be deemed to be between the Servicer or Special Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator,
the Depositor, the Trust 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, and no provision herein shall be construed so as to require the Trust,
the Depositor, the Trustee or the Certificate Administrator to indemnify any such sub-servicer. The Servicer or Special Servicer
is permitted, subject to Accepted Servicing Practices and at its own expense, or


 






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to the extent that a particular expense is provided
herein to be an Advance or an expense of the Trust, at the expense of the Trust, to utilize other agents or attorneys typically
used by servicers of mortgage loans underlying commercial mortgage-backed securities in performing its obligations under this
Agreement.


 


(e)              
Notwithstanding anything herein, each of the initial Servicer and the initial Special Servicer may (i) delegate certain of its
duties and obligations hereunder (such as inspections and appraisals) to third parties or (ii) to an affiliate of the Servicer
or the Special Servicer, as applicable. Such delegation shall not be considered a sub-servicing agreement hereunder, and the requirements
and obligations set forth herein applicable to sub-servicing agreements, sub-servicers or Servicing Function Participants shall
not be applicable to such arrangement. Notwithstanding any such delegation, the Servicer and the Special Servicer shall remain
obligated and liable for the performance of their respective obligations and duties under this Agreement in accordance with the
provisions hereof to the same extent and under the same terms and conditions as if each alone were servicing and administering
the Mortgage Loan as required hereby.


 


(f)               
In addition to the foregoing, any sub-servicer engaged by the Special Servicer with respect to the Mortgage Loan shall fulfill
all of the requirements of the Special Servicer set forth under Section 6.4(a)(i)(A) hereof.


 


3.3             
Cash Management Account and Reserve Accounts. A Cash Management Account, a Debt Service Account and the Reserve Accounts
have been or shall be established pursuant to the terms of the Mortgage Loan Agreement and/or the Cash Management Agreement. The
Servicer shall exercise and enforce the rights of the Trust and the Companion Loan Holders with respect to the Cash Management
Account, the Debt Service Account and the Reserve Accounts under the Mortgage Loan Agreement and the Cash Management Agreement,
and shall make deposits thereto and withdrawals therefrom, all in accordance with Accepted Servicing Practices and the other terms
of this Agreement and the other Mortgage Loan Documents.


 


3.4             
Collection Account. (a)  The Servicer shall establish and maintain or cause to be established and maintained
in the name of “Midland Loan Services, a Division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank
Trust Company Americas, as Trustee, for the benefit of the registered holders of CGBAM Commercial Mortgage Trust 2015-SMRT, Commercial
Mortgage Pass-Through Certificates, Series 2015-SMRT, and the Companion Loan Holders, as their interests may appear” one
or more deposit accounts (the “Collection Account”) for the benefit of the Certificateholders and the Companion
Loan Holders. The Collection Account shall be an Eligible Account maintained with an Eligible Institution. The Servicer shall
deposit into the Collection Account within one Business Day of receipt of properly identified and available funds the following
amounts representing payments and collections received or made during each Collection Period on or with respect to the Mortgage
Loan:


 


                             (i)                all payments on account of principal
on the Mortgage Loan;


 






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                             (ii)               all payments on account of interest
on the Mortgage Loan, including, without limitation, Default Interest;


 


                             (iii)              any amount representing reimbursements
by the Borrower Parties of Advances, interest thereon, and any other expenses of the Depositor, the Trustee, the Certificate Administrator,
the Servicer or the Special Servicer, as applicable, as required by the Mortgage Loan Documents or hereunder;


 


                             (iv)              any other amounts payable for the
benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificateholders under the
Mortgage Loan


 


                             (v)               any Default Yield Maintenance Premiums;


 


                             (vi)              any amounts required to be deposited
pursuant to Section 3.8(b) in connection with net losses realized on Permitted Investments with respect to funds held
in the Collection Account;


 


                             (vii)            all Net Foreclosure Proceeds received
from the Special Servicer pursuant to Section 3.14, all Net Liquidation Proceeds, Insurance Proceeds and Condemnation
Proceeds; and


 


                             (viii)           any other amounts required by
the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including, without limitation, any
(1) proceeds of any repurchase of a Loan Seller Percentage Interest in Mortgage Loan pursuant to Section 2.8
hereof and the applicable Trust Loan Purchase Agreement, (2) proceeds of the sale of the Mortgage Loan by the Special Servicer
pursuant to Section 3.16 hereof or a sale of a Foreclosed Property pursuant to Section 3.15(e), (3) amounts
from the Mezzanine Lender representing proceeds of its purchase of the Mortgage Loan or cure payments permitted to be made by
such Mezzanine Lender pursuant to the Mezzanine Intercreditor Agreement or (4) amounts payable under the Mortgage Loan Documents
by any Person to the extent not specifically excluded;


 


provided,
however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Servicer
shall use commercially reasonable efforts to deposit such amounts into the Collection Account within 1 Business Day of receipt
by the Servicer of any properly identified and available funds but, in any event, the Servicer shall deposit such amounts into
the Collection Account within 2 Business Days of receipt by the Servicer of any properly identified and available funds.


 


The
foregoing requirements for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments (if any) in the nature of Additional Servicing Compensation (other
than Default Interest and late payment charges) to which the Servicer or the Special Servicer, as applicable are entitled pursuant
to Section 3.17 and any reimbursement made by the Borrower Parties of expenses of the Servicer or the Special Servicer
need not be deposited in the Collection Account by the Servicer or the Special Servicer and, to the extent permitted by applicable
law,


 






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the Servicer or the Special Servicer, as applicable, shall be entitled to retain any such fees and expense reimbursements
received with respect to the Mortgage Loan.


 


Any
prepayment received by the Servicer on a date other than a Payment Date shall be held by the Servicer as collateral security for
the Mortgage Loan in an interest bearing, Eligible Account at an Eligible Institution, with such interest accruing to the benefit
of the Borrowers, and shall be applied by the Servicer on the next Payment Date, with any interest on such funds paid to the Borrowers
on such date provided no Mortgage Loan Event of Default then exists.


 


(b)            
Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8.
The Servicer shall on the Closing Date give written notice to the Certificate Administrator of the location and account number
of the Collection Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


(c)             On
or prior to each Remittance Date, (or, in the case of clauses (vi), (vii) and (viii) below, on or prior to the
“Remittance Date” (as such term is defined under in the Co-Lender Agreement) applicable to the related Companion
Loan), prior to the remittance of funds to the Certificate Administrator for deposit in the Distribution Account pursuant to Section 3.5,
the Servicer shall make withdrawals from the Collection Account, which withdrawals shall be the only permitted withdrawals
from the Collection Account by the Servicer, as described below (the order set forth below not constituting an order of
priority for such withdrawals unless otherwise indicated):


 


                             (i)               to withdraw funds deposited in the
Collection Account in error;


 


                             (ii)              to reimburse the Trustee and the
Servicer, in that order, for any Nonrecoverable Advances made by each together with unpaid interest thereon at the Advance Interest
Rate;


 


                             (iii)             concurrently, to pay the Servicing
Fee to the 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 3.17 of this Agreement) and the Certificate Administrator Fee (including
the portion that is the Trustee Fee) to the Certificate Administrator (who shall pay the Trustee the portion of the Certificate
Administrator Fee that represents the Trustee Fee pursuant to Section 8.5 hereof);


 


                             (iv)             to pay to (a) the Servicer,
as Additional Servicing Compensation, any income earned (net of losses (subject to Section 3.8(b)) on the investment
of funds deposited in the Collection Account; and (b) the Special Servicer, the Special Servicing Fee, if any, the Work-out Fee,
if any, and the Liquidation Fee, if any, (with respect to clauses (a) and (b), in that order);


 


                             (v)              to reimburse the Trustee and the
Servicer, in that order, for (A) unreimbursed Advances made by each and not previously reimbursed from amounts received with respect
to the Mortgage Loan during the applicable Collection Period in the form of late payments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds and other collections on the Mortgage Loan (and other than any Advance that has been determined to
be a Nonrecoverable Advance that has been reimbursed pursuant


 






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to clause (ii) above); and (B) unpaid interest on such
Advances at the Advance Interest Rate; provided, however, that, with respect to Advances that are not deemed to be Nonrecoverable
Advances, interest on Advances shall be payable (1) prior to the final liquidation of all the Properties or the final payment
and release of all the Mortgages, only out of Default Interest or late payment charges (or actual payments by the related Borrowers
to cover such interest on Advances) collected in the related Collection Period, and (2) after the final liquidation of all the
Properties or the final payment and release of all the Mortgages, first out of Default Interest and late payment charges (or actual
payments by the related Borrowers to cover such interest on Advances) on deposit in the Collection Account, and then out of all
other amounts on deposit in the Collection Account;


 


                             (vi)             if all or any of the Companion
Loans (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust, to the extent required
by the Co-Lender Agreement, to pay the applicable party to the related Other Pooling and Servicing Agreement for any interest
accrued on Companion Loan Advances made thereby;


 


                             (vii)            to make any other required payments
(other than payments under clause (vi) above and normal monthly remittances and reimbursements pursuant to clause (viii) below)
due under the Co-Lender Agreement to the Companion Loan Holder;


 


                             (viii)            to remit to the Companion Loan
Holder all remaining amounts on deposit in the Collection Account payable to the Companion Loan Holder pursuant to the Co-Lender
Agreement with respect to the Companion Loans, exclusive of any amounts reimbursable to the Servicer, the Special Servicer, the
Trustee or the Issuing Entity and allocable to the Companion Loans in accordance with the Co-Lender Agreement;


 


                             (ix)               to reimburse the Trustee, the Certificate
Administrator, the Servicer and the Special Servicer, in that order, for expenses incurred by them in connection with the liquidation
of any Property and not otherwise covered and paid by an insurance policy or deducted from the proceeds of liquidation or reimbursed
as an Advance;


 


                             (x)                to pay to the Servicer and the Special
Servicer, as Additional Servicing Compensation, any payments under the Mortgage Loan Documents in the nature of those fees and
expenses that constitute Additional Servicing Compensation, to the extent remaining after payment pursuant to clause (v) above
(it being acknowledged that such amounts (other than Default Interest and late payment charges) are not required to be deposited
in the Collection Account and may be retained by the Servicer or the Special Servicer, as applicable, by the Servicer to the Special
Servicer when due to the Special Servicer as set forth in Section 3.11), to the extent actually received from or on
behalf of the Borrowers and permitted by (or not otherwise prohibited by) and allocated as such pursuant to the terms of the Mortgage
Loan Documents or this Agreement, and (unless retained as indicated above in this clause (vii)) deposited into the Collection
Account by the Servicer;


 






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                             (xi)              to pay or to reimburse the Trustee,
the Certificate Administrator, the Servicer and the Special Servicer for any expenses, indemnities and other amounts (including
Trust Fund Expenses) then due and payable or reimbursable to each, and to pay directly any other costs and expenses expressly
payable out of the Collection Account or at the expense of the Trust, in any event pursuant to the terms of this Agreement and
not previously paid or reimbursed pursuant to the preceding clauses;


 


                             (xii)             to the extent not previously paid
or advanced, to pay to the Certificate Administrator for payment (or set aside for eventual payment) by it of any and all taxes
imposed on the Lower-Tier REMIC or Upper-Tier REMIC by federal or state governmental authorities, as provided in Section 12.1(k);
provided, that, if such taxes are the result of the Depositor’s, Servicer’s, Special Servicer’s, Trustee’s
or Certificate Administrator’s, as applicable, negligence, fraud, bad faith or willful misconduct, then such party that
was negligent, acted in bad faith or engaged in fraud or willful misconduct will be required to indemnify the Trust for the amount
of such taxes pursuant to Sections 6.6 and 8.12, as applicable;


 


                             (xiii)            to pay the CREFC®
Licensing Fee to CREFC®, to the extent of funds available in the Collection Account following the withdrawal of
the amounts described in clauses (ii) through (xii) above, on the related Remittance Date; and


 


                             (xiv)             on each Remittance Date, to remit
all funds received during or prior to the related Collection Period and remaining after the withdrawals specified in clauses (i)
through (xiii) above to the Certificate Administrator for deposit in the Distribution Account pursuant to Section 3.5.


 


provided
that (A) Monthly Debt Service Payment Advances are reimbursable solely out of collections allocable to the Trust Loan
pursuant to the Co-Lender Agreement, (B) Companion Loan Advances are reimbursable solely out of collections allocable to
the Companion Loans pursuant to the Co-Lender Agreement, and (C) any payment or reimbursement of any other items specified
above under clauses (iv)(b), (v), (vi), (vii), (ix) and (xi) of this Section 3.4(c)
shall, as and to the extent provided in the Co-Lender Agreement, be made out of: (1) first, to the maximum extent
permitted under the Co-Lender Agreement, any amounts on deposit in the Collection Account that would otherwise be distributable
under the Co-Lender Agreement to the Junior Trust Notes; and (2) second, any remaining amounts on deposit in the Collection
Account that would otherwise be distributable under the Co-Lender Agreement with respect to the Senior Trust Notes and the Companion
Loan Notes, on a pro rata and pari passu basis in accordance with their relative principal balances (except to the
extent that interest on Monthly Debt Service Payment Advances and/or Companion Loan Advances are allocable to, and payable out
of collections on, the related Senior Note), all in accordance with the Co-Lender Agreement, and taking into account the subordination
of the Junior Trust Notes to the Senior Trust Notes and the Companion Loan Notes.


 


If
a Monthly Debt Service Payment Advance is made with respect to the Trust Loan, then that Monthly Debt Service Payment Advance,
together with interest on such Monthly Debt Service Advance, shall only be reimbursed out of future payments and collections on
the Trust Loan, but not out of payments or other collections on the Companion Loans. Likewise, the


 






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Certificate Administrator Fee
(including the portion that is the Trustee Fee) shall only be paid out of payments and other collections on the Trust Loan, but
not out of payments or other collections on the Companion Loans.


 


Notwithstanding
the foregoing, with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant
to clauses (iii), (iv)(b), (v), (vi), (vii), (viii) or (x) above of this
Section 3.4(c) if, (1) the item proposed to be withdrawn, if not withdrawn, would be required to be advanced by the
Servicer as an Administrative Advance or covered by a Monthly Debt Service Payment Advance with respect to such Remittance Date
and (2) as a result of such withdrawal, the amount on deposit in the Collection Account after giving effect to such withdrawal
would be less than the Required Advance Amount (it being understood that the Servicer shall be permitted to make withdrawals in
the order of priority specified above up to the amount on deposit in the Collection Account that would result in funds equaling
or exceeding the Required Advance Amount remaining in the Collection Account). Notwithstanding the foregoing, such withdrawal
limitations shall not apply (and accrued amounts previously eligible for withdrawal pursuant to clauses (iii), (iv)(b),
(v), (vi), (vii), (viii) or (x) above of this Section 3.4(c) but which remain unpaid
due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final liquidation of the Mortgage Loan
or a Property, (2) the final payment of the Mortgage Loan and release of the Mortgages or (3) the determination that any Advance
that would increase the currently unreimbursed Advances in the aggregate would be a Nonrecoverable Advance.


 


The
Servicer shall advance or pay to the Trustee and the Certificate Administrator (on behalf of itself and the Trustee) and advance
or pay to the Special Servicer, if applicable, from the Collection Account as provided above amounts permitted to be paid to the
Special Servicer, the Trustee and the Certificate Administrator, as applicable, therefrom, promptly upon receipt of certificates
of a Servicing Officer of the Special Servicer, a Responsible Officer of the Special Servicer, the Certificate Administrator or
the Trustee, as applicable, describing the item and amount to which the Special Servicer, the Certificate Administrator or the
Trustee, respectively, are entitled together with any other information reasonably requested by the Servicer. The Servicer may
rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated therein and shall have no liability
if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate Administrator or the Trustee,
as applicable, is not entitled.  


 


(d)              
On each Remittance Date, the Servicer shall withdraw from the Collection Account all funds received during or prior to the related
Collection Period and remaining after the withdrawals specified in clauses (i) through (xiii) of the first
paragraph of Section 3.4(c) and shall remit such funds to the Certificate Administrator for deposit in the Distribution
Account pursuant to Section 3.5.


 


(e)               
If the Servicer makes any reimbursement or payment out of the Collection Account to cover any related Companion Loan Holder’s
share of any cost, expense, indemnity, Property Protection Advance or interest on such Property Protection Advance, or fee with
respect to the Mortgage Loan, then the Servicer (prior to the occurrence of a Special Servicing Loan Event) and the Special Servicer
(following the occurrence of a Special Servicing Loan Event) shall use efforts consistent with the Accepted Servicing Practices
to collect such amount out of


 






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collections on such Companion Loan or, if and to the extent permitted under the related Co-Lender
Agreement, from such Companion Loan Holder.


 


3.5             
Distribution Account. (a)  The Certificate Administrator shall establish and maintain in the name of the “Citibank,
N.A., as Certificate Administrator for the benefit of Deutsche Bank Trust Company Americas, as Trustee, and the registered holders
of CGBAM Commercial Mortgage Trust 2015-SMRT, Commercial Mortgage Pass-Through Certificates Series 2015-SMRT”, a deposit
account (the “Distribution Account”), which shall be deemed to include the Lower-Tier Distribution Account
and the Upper-Tier Distribution Account, which shall be subaccounts of the Distribution Account for the benefit of the Certificateholders
and the Trustee, as holder of the Uncertificated Lower-Tier Interests. The Distribution Account shall be an Eligible Account maintained
with an Eligible Institution. On each Remittance Date, the Servicer shall transfer from the Collection Account to the Certificate
Administrator for deposit into the Lower-Tier Distribution Account all funds received during or prior to the related Collection
Period and remaining on deposit therein, after giving effect to the withdrawals made pursuant to clauses (i) through (xiii)
of Section 3.4(c). The Certificate Administrator shall credit the funds remitted by the Servicer from the Collection
Account to the Distribution Account. The Certificate Administrator shall make withdrawals from the Distribution Account to make
distributions to the Holders of the Certificates pursuant to Section 4.1.


 


Amounts
held in the Distribution Account shall be uninvested.


 


The
Certificate Administrator shall make withdrawals from the Distribution Account to make distributions to the Holders of the Certificates
pursuant to Section 4.1 and Section 4.3.


 


(b)              
The Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account in the
following order of priority and only for the following purposes:


 


                             (i)               concurrently, to pay the Certificate
Administrator Fee (including the portion that is the Trustee Fee) to the Certificate Administrator (who shall pay the Trustee
the portion of the Certificate Administrator Fee that represents the Trustee Fee pursuant to Section 8.5 hereof),
but only from any Monthly Debt Service Payment Advance and only to the extent that such amounts are not paid out of the Collection
Account pursuant to Section 3.4(c);


 


                             (ii)              to make or be deemed to make deposits
of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and (c) and Section 4.3(a) and (b)
into the Upper-Tier Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect
of the Class LT-R Interest) pursuant to Section 4.1;


 


                             (iii)              to withdraw amounts deposited
into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled thereto; and


 


                             (iv)              to clear and terminate the Lower-Tier
Distribution Account pursuant to Section 10.1.


 






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(c)            
The Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of priority
and only for the following purposes:


 


                             (i)               to withdraw amounts deposited in
error;


 


                             (ii)              to make distributions to Holders
of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest) on each Distribution
Date pursuant to Section 4.1, Section 4.3 or Section 10.1 as applicable; and


 


                             (iii)             to clear and terminate the Upper-Tier
Distribution Account at the termination of this Agreement pursuant to Section 10.1.


 


(d)              
The Certificate Administrator shall establish and maintain a reserve account (the “Interest Reserve Account”)
in the name of the “Citibank, N.A., as Certificate Administrator for the benefit of Deutsche Bank Trust Company Americas,
as Trustee, and the registered holders of CGBAM Commercial Mortgage Trust 2015-SMRT, Commercial Mortgage Pass Through Certificates
Series 2015-SMRT”. The Interest Reserve Account shall be an Eligible Account maintained with an Eligible Institution, and
may be a sub-account of the Distribution Account. On each Distribution Date occurring in any February and on any Distribution
Date occurring in any January that occurs in a year that is not a leap year (unless, in either case, such Distribution Date is
the final Distribution Date), the Certificate Administrator shall deposit into the Interest Reserve Account an amount equal to
one day’s net interest collected on the principal balance of the Trust Loan as of the related Payment Date occurring in
the month preceding the month in which such Distribution Date occurs, calculated at the Mortgage Loan Interest Rate with respect
to the Trust Loan less the Administrative Fee Rate, to the extent such funds are on deposit on the applicable Payment Date or
an advance is made in respect of the Payment Date (all amounts so deposited in any consecutive January and February, “Withheld
Amounts”). On each Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January and February, if any, and deposit such amounts into the Distribution Account for distribution with
respect to the Series FX Certificates.


 


3.6             
Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the “Foreclosed
Property Account”) on behalf of the Trust for the benefit of the Certificateholders in the name of “Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer on behalf of Deutsche Bank Trust Company Americas,
as Trustee for the benefit of the registered Holders of CGBAM Commercial Mortgage Trust 2015-SMRT, Commercial Mortgage Pass-Through
Certificates, Series 2015-SMRT, and the Companion Loan Holders, as their interests may appear” related to each Foreclosed
Property, if any, held in the name of the Special Servicer on behalf of the Trustee for the benefit of the Certificateholders
and the Companion Loan Holders. Each Foreclosed Property Account shall be an Eligible Account maintained with an Eligible Institution.
The Special Servicer shall deposit into the Foreclosed Property Account within one Business Day of receipt all funds collected
and received in connection with the operation or ownership of such Foreclosed Property. On or before the last day of each Collection
Period, the Special Servicer shall withdraw the funds in any Foreclosed Property Account, net of certain expenses and/or


 






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reserves
(the amount of such reserves determined in the Special Servicer’s reasonable discretion), and deposit them into the Collection
Account in accordance with Section 3.4(a). The Special Servicer shall notify the Certificate Administrator in writing
of the location and account number of each Foreclosed Property Account and shall notify the Certificate Administrator in writing
prior to any subsequent change thereof.


 


3.7             
Appraisal Reductions. (a)  Within 60 days after the occurrence of an Appraisal Reduction Event with respect
to the Mortgage Loan, the Special Servicer shall (i) notify the Servicer, the Trustee, the Certificate Administrator and,
during any Control Period and any Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal
Reduction Event, (ii) use commercially reasonable efforts to obtain an independent Appraisal of each of the Properties
unless an Appraisal was performed within 12 months prior to the Appraisal Reduction Event and the Special Servicer is not aware
of any material adverse change in the market or condition or value of such Property and (iii) determine on the basis of such
Appraisal(s) whether there exists any Appraisal Reduction Amount and, if so, give notice thereof to the Servicer, the Trustee,
the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer,
special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining
such Appraisals shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute
a Nonrecoverable Advance, and in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special
Servicer every twelve months for so long as an Appraisal Reduction Event exists and will be paid for by the Servicer as a Property
Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer determines that such Advance would constitute
a Nonrecoverable Advance), and the Appraisal Reduction Amount shall be adjusted accordingly and if required in accordance with
any such adjustment, each Class of Certificates that has been notionally reduced as a result of Appraisal Reduction Amounts shall
have its related Certificate Balance notionally restored to the extent required by such adjustment of the Appraisal Reduction
Amount, and there shall be a redetermination of whether a Control Period, a Consultation Period or a Consultation Termination
Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the
Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two Business
Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. Appraisal Reduction
Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari
passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance
of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis
(in accordance with the relative principal balance of such Senior Notes).


 


Any
such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee,
the Certificate Administrator, the 17g-5 Information Provider and, during any Control Period and any Consultation Period, the
Controlling Class Representative, in electronic format and the Certificate Administrator shall make such Appraisal available to
Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such
Appraisal on the 17g-5 Information Provider’s Website.


 






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(b)              
While an Appraisal Reduction Amount exists with respect to the Trust Loan, (i) the amount of any Monthly Debt Service Payment
Advances with respect to delinquent payments of interest on the Trust Loan shall be reduced as provided in Section 3.23(a);
(ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes
of Certificates as provided in Section 3.7(c) and (y) whether a Control Period is or is not then in effect as provided
in the definition thereof


 


(c)               
The Certificate Balance of each Class of the Principal Balance Certificates shall be notionally reduced (solely for purposes of
determining (x) the Voting Rights of the related Classes in certain limited circumstances as described in this Agreement, and
(y) whether a Control Period or Consultation Period is or is not then in effect), on any Distribution Date to the extent of any
Appraisal Reduction Amount allocated to such Class on such Distribution Date. The Appraisal Reduction Amount for any Distribution
Date shall be applied to notionally reduce the Certificate Balances of the Principal Balance Certificates in the following order
of priority: first, to the Class F Certificates; second, to the Class E Certificates; third, to
the Class D Certificates; and fourth, to the Class C Certificates; and fifth, to the Class B Certificates
provided in each case that no Certificate Balance in respect of any such Class may be notionally reduced below zero. Appraisal
Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates.


 


(d)              
With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Properties
or Foreclosed Properties, as applicable, will be determined on an “as is” basis.


 


(e)               
If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal has been
obtained or conducted with respect to any Property or Foreclosed Property, as the case may be, during the 12-month period prior
to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding such Property or
Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely
affect the value of such Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained
or conducted for such Property or Foreclosed Property, as the case may be, contemplated by the immediately preceding clause (ii),
within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is conducted with respect
to each Property or Foreclosed Property, as the case may be, as to which a new Appraisal is required, the Appraisal Reduction
Amount shall be equal to 25% of the unpaid principal balance of the Mortgage Loan, and (y) upon receipt or performance of
the new Appraisal by the Special Servicer with respect to each Property or Foreclosed Property, as the case may be, as to which
an Appraisal is required, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of Appraisal
Reduction Amount. Notwithstanding the foregoing, deemed Appraisal Reduction Amounts imposed pursuant to clause (x) of the
preceding sentence shall not be allocated to any Class of Certificates for purposes of determining whether a Control Period is
or is not then in effect, whether the Controlling Class is an Appraisal-Reduced Class, or the allocation of Voting Rights for
certain purposes.


 


(f)               
During any Control Period and during any Consultation Period, the Special Servicer shall consult with the Controlling Class Representative
in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer


 






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following such consultation
will be binding until such time as a new determination is made based on a new appraisal obtained as a result of the exercise of
the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The Class F
Certificates, if and when it is reduced to less than 25% of its initial Certificate Balance (taking into account the application
of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) is referred to as an “Appraisal-Reduced
Class”. The holders of the majority (by Certificate Balance) of the Appraisal-Reduced Class (such holders, the “Requesting
Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in
respect of the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and use reasonable efforts
to cause such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and
shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of such second Appraisal, the Special
Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal. If required by any
such recalculation, a Control Period may be reinstated and the applicable Appraisal-Reduced Class may be reinstated as the Controlling
Class.


 


(g)               
In addition, the holders of the majority (by Certificate Balance) of the Appraisal-Reduced Class will have the right, from time
to time, in their sole and absolute discretion and at their sole expense, to present to the Special Servicer one or more Appraisals
(prepared by an Independent Appraiser) of a Property following an Appraisal Reduction Event; provided, that such holders
of such Appraisal-Reduced Class may not present more than 5 Appraisals of such Property in a calendar year; and, provided,
further, however, that such holders of the Appraisal-Reduced Class may present an Appraisal of such Property at
any time without regard to the limitation in the preceding proviso upon the occurrence of any material change in such Property
or with respect to the Mortgage Loan; and, provided, further, however, that any such Appraisal must be acceptable
to the Special Servicer in accordance with Accepted Servicing Practices. Upon receipt of each such additional Appraisal, the Special
Servicer shall be required, in accordance with the Accepted Servicing Practices, to recalculate the Appraisal Reduction Amount
based upon such other Appraisal. If required by any such recalculation, the applicable Appraisal-Reduced Class shall be reinstated
as the Controlling Class. In each case, Appraisals that are delivered by any Appraisal-Reduced Class shall be in addition to any
Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Accepted Servicing Practices upon
the occurrence of a material change at such Property or that the Special Servicer is otherwise required or permitted to order
under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised
value contained in an Appraisal (including a failure to reflect material adverse changes in circumstances affecting property valuations
occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value
of any Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals
in CMBS transactions) delivered to the Special Servicer (including any Appraisal delivered by any holder of a certificate of an
Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would
cause the Class F Certificates to become an Appraisal-Reduced Class.


 


(h)               
Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging
the determination of the


 






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Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described
above), the Class F Certificates may not exercise any rights of the Controlling Class until such time, if any, as such Class is
reinstated as the Controlling Class. As such, a Consultation Period or a Consultation Termination Period, as the case may be,
shall be in effect until such reinstatement, and upon such reinstatement a Control Period shall be restored and the applicable
Appraisal-Reduced Class shall be entitled to exercise the rights of the Controlling Class.


 


3.8              
Investment of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer and, with respect to
the Foreclosed Property Accounts the Special Servicer may direct any depository institution maintaining the Collection Account
or Foreclosed Property Account and any Reserve Account (to the extent interest is not payable to the Borrower Parties), respectively
(each Collection Account, the Foreclosed Property Account and/or Reserve Account, for purposes of this Section 3.8,
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 Servicer or the Special Servicer, as applicable, 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. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of
funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee
of the Trustee (including, without limitation, the Certificate Administrator on behalf of the Trustee). The Servicer, acting on
behalf of the Trustee, shall have sole control (or the Special Servicer, with respect to any Foreclosed Property Accounts) over
each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the
Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document
of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility
or liability with respect to the investment directions of the Servicer or the Special Servicer 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 Servicer and the Special Servicer, as applicable, shall:


 


                              
(i)                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


 


                               (ii)               demand payment of all amounts due
thereunder promptly upon determination by the Servicer or the Special Servicer, as applicable, that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account.


 


(b)               
All net income and gain realized from investment of funds deposited in the Collection Account and the Reserve Accounts (to the
extent not payable to the Borrowers) shall


 






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be for the benefit of the Servicer in accordance with the terms and priorities of this
Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for
the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Reserve Accounts (except in the case
of any such loss with respect to a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrowers
under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the
Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the
realization of such loss.


 


(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 Servicer or the Special
Servicer, as applicable, 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 Servicer or the Special Servicer, as applicable, takes any such action,
the Servicer shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section 3.4(c),
for all reasonable out of pocket expenses, disbursements and advances incurred or made by the Servicer or the Special Servicer,
as applicable, in connection therewith.


 


(d)              
Notwithstanding the foregoing, none of the Servicer, the Special Servicer or the Certificate Administrator (each in its capacity
as the Servicer, the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit any loss
on an investment of funds in an account described in this Section 3.8 if such loss was incurred solely as a result
of the bankruptcy or insolvency of a depository institution or trust company holding such account, so long as (i) such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the time such
investment or deposit was made and 30 days prior to the date of such loss; (ii) such depository institution or trust company
was not an Affiliate of the Servicer, the Special Servicer or the Certificate Administrator, as applicable, and (iii) such
loss is not the result of fraud, negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate
Administrator, as applicable; provided, however, that neither the Trustee nor the Certificate Administrator shall have
any responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer or any losses
resulting therefrom, whether from Permitted Investments or otherwise.


 


3.9             
Payment of Taxes, Assessments, etc. The Servicer (other than with respect to a Foreclosed Property) and the Special Servicer
(with respect to any Foreclosed Property) shall maintain accurate records with respect to the Properties (or such Foreclosed Property,
as the case may be) reflecting the status of real estate taxes, assessments, charges and other similar items that are or may become
a lien on any of the Properties (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable
in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain,
from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes,
assessments and charges, insurance premiums, ground rent, operating expenses and other similar items from funds in the applicable
Reserve Account in accordance with the Mortgage Loan Agreement at such time as may be required by the Mortgage Loan Documents.
If the Borrower Parties do not make the necessary payments and/or a Mortgage Loan Event of Default has occurred and amounts in
the applicable Reserve Account 


 






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are insufficient to make such payments, the Servicer shall make a Property Protection Advance, subject to
the determination of non-recoverability provided in Section 3.23, from its own funds for amounts payable with respect
to all such items related to the Property when and as the same shall become due and payable. The Servicer shall ensure that the
amount of funds in the applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other similar
items, ground rents or insurance premiums are increased, in accordance with the terms of the Mortgage Loan Agreement.


 


3.10         
Appointment of Special Servicer. (a) Midland Loan Services, a Division of PNC Bank, National Association is hereby
appointed as the initial Special Servicer to service the Mortgage Loan while a Special Servicing Loan Event has occurred and is
continuing and perform the other obligations of the Special Servicer hereunder.


 


(b)           
If there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and
replaced pursuant to Sections 7.1 and 7.2. The Trustee or the Certificate Administrator shall, promptly after
receiving notice or otherwise gaining actual knowledge of any such removal, so notify the Servicer and the Companion Loan Holders,
and after the Certificate Administrator posts such notice on the Certificate Administrator’s Website, so notify each Rating
Agency. The appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, that the initial Special Servicer specified
above shall not be liable for any actions or any inaction of such successor Special Servicer. No termination fee shall be payable
to the terminated Special Servicer. No termination of the Special Servicer and appointment of a successor Special Servicer shall
be effective until the successor Special Servicer has assumed all of its responsibilities, duties and liabilities hereunder in
writing and Rating Agency Confirmation with respect to such appointment has been delivered to the Trustee. Any successor Special
Servicer shall be deemed to make the representations and warranties provided for in Section 2.5(a) mutatis mutandis
as of the date of its succession. In addition, the Person accepting such assignment and delegation shall constitute a Qualified
Replacement Special Servicer. A “Qualified Replacement Special Servicer” is a replacement special servicer
that satisfies all of the eligibility requirements applicable to special servicers in this Agreement (including, without limitation,
the requirements of Section 6.4(a)(i) except as otherwise provided in Section 7.1(d) with respect to a
Special Servicer appointed by the Controlling Class Representative during a Control Period).


 


The
terminated Special Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees accrued
prior to its termination and other amounts payable to it (including indemnification payments).


 


(c)           
Upon determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give notice
thereof to the Special Servicer, the Trustee, the Companion Loan Holders and the Certificate Administrator, and the Servicer shall
use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents
constituting the Mortgage Loan File) and records (including records stored electronically on computer tapes, magnetic discs and
the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder
with respect thereto. The Servicer shall use its reasonable efforts to comply with the


 



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preceding
sentence within five Business Days of the date that a Special Servicing Loan Event has occurred. The Servicer in any event shall
continue to act as Servicer and administrator of the Mortgage Loan until the Special Servicer has commenced the servicing of the
Mortgage Loan, upon the occurrence and during the continuation of a Special Servicing Loan Event, which shall occur, in the case
of a Special Servicing Loan Event, upon the receipt by the Special Servicer of the information, documents and records referred
to in the preceding sentence. The Special Servicer shall instruct the Borrower Parties to continue to remit all payments in respect
of the Mortgage Loan to the Servicer. The Servicer shall forward any notices it would otherwise send to the Borrower Parties under
the Mortgage Loan to the Special Servicer who shall send such notice to the Borrower Parties while a Special Servicing Loan Event
has occurred and is continuing. The Servicer (or, while a Special Servicing Loan Event has occurred and is continuing, the Special
Servicer) shall provide the Mezzanine Lender all default-related notices required under the Mezzanine Intercreditor Agreement,
including, without limitation, in connection with any cure rights or purchase option.


 


(d)           
Upon determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall immediately give notice
thereof to the Companion Loan Holders, the Servicer, the Trustee and the Certificate Administrator, and upon giving such notice
such Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the Mortgage Loan shall terminate
and the obligations of the Servicer to service and administer the Mortgage Loan shall resume and the Special Servicer shall return
all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c) to the Servicer.


 


(e)           
In making a Major Decision or in servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event, the Special
Servicer shall provide to the Certificate Administrator originals of documents entered into in connection therewith that are required
to be included within the definition of “Mortgage Loan File” for inclusion in the Mortgage Loan File (to the
extent such documents are in the possession of the Special Servicer) and copies of any additional related Mortgage Loan information,
including correspondence with the Borrower Parties, and the Special Servicer shall promptly provide copies of all of the foregoing
to the Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer, provided
that, such materials shall not include any Privileged Information.


 


(f)           
During any period in which a Special Servicing Loan Event is continuing with respect to the Mortgage Loan, no later than the Business
Day preceding each date on which the Servicer is required to furnish a report under Section 3.18(a) to the Certificate
Administrator, the Special Servicer shall deliver to the Servicer a written statement (or, if applicable, one or more CREFC®
Reports that contain(s) the information set forth in clauses (i) and (ii) below of this Section 3.10(f)) describing
(i) the amount of all payments on account of interest received on the Mortgage Loan, the amount of all payments on account
of principal received on the Mortgage Loan, the amount of Insurance Proceeds, Condemnation Proceeds and Net Liquidation Proceeds
received, the amount of any Foreclosure Proceeds received with respect to the Property, and the amount of net income or net loss,
as determined from 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 rental income that does not constitute rents from real property with respect to, the Foreclosed Property,
in each case in accordance with Section 3.15 and (ii) such additional


 






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information
relating to the Mortgage Loan as the Servicer, the Certificate Administrator or the Trustee reasonably requests to enable it to
perform its duties under this Agreement.


 


(g)           
Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment records
with respect to the Mortgage Loan and shall provide the Special Servicer with any information reasonably required by the Special
Servicer to perform its duties under this Agreement.


 


(h)           
Within 60 days after a Special Servicing Loan Event occurs, the Special Servicer shall prepare a report (the
“Asset Status Report”) for the Mortgage Loan and deliver such report (in a format reasonably acceptable to
the recipients and the Special Servicer) to the Controlling Class Representative (during any Control Period and any
Consultation Period), the Companion Loan Holders, the Servicer and the Certificate Administrator, and to the 17g-5
Information Provider, in accordance with Section 8.14(b) (who shall promptly post it to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b)). Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:


 


                             (i)            
summary of the status of the Mortgage Loan and any negotiations with the Borrower and the Borrower Parties;


 


                             (ii)           a discussion of the legal and environmental
considerations reasonably known at such time to the Special Servicer, consistent with Accepted Servicing Practices, 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 and whether outside legal counsel has been retained;


 


                             (iii)           the most current rent roll and
income or operating statement available for the Properties;


 


                             (iv)           the Special Servicer’s recommendations
on how the Mortgage Loan might be returned to performing status or otherwise realized upon;


 


                             (v)            the appraised value of the Properties
together with the Appraisal or the assumptions used in the calculation thereof;


 


                             (vi)           the status of any foreclosure actions
or other proceedings undertaken with respect thereto, any proposed work-outs with respect thereto and the status of any negotiations
with respect to such work-outs, and an assessment of the likelihood of additional Mortgage Loan Events of Default;


 


                             (vii)         a description of any proposed
amendment, modification or waiver of a material term of any ground lease;


 


                             (viii)        a description of any actions
taken or proposed actions to be taken;


 


                             (ix)           the alternative courses of action
considered by the Special Servicer in connection with the any actions taken or proposed actions to be taken;


 






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                             (x)            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; and an analysis of whether or not taking such 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 discount
rate used) and all related assumptions;


 


                             (xi)           a summary of the status of any
action that was described in the most recent prior Asset Status Report and subsequently effected by the Special Servicer; and


 


                             (xii)          such other information as the
Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 


The
Special Servicer shall: (x) deliver to the Certificate Administrator, in an electronic format reasonably acceptable to the
Certificate Administrator, a proposed notice to Certificateholders that shall include a summary of any Final Asset Status Report
(which shall be a brief summary of the current status of the Properties and strategy with respect to the resolution and work-out
of the Mortgage Loan), and the Certificate Administrator shall post such summary (but not the Asset Status Report) on the Certificate
Administrator’s Website pursuant to Section 8.14(b); (y) and shall deliver such summary of any Final Asset
Status Reports to the 17g-5 Information Provider (who shall post such summary to the 17g-5 Information Provider’s Website
pursuant to Section 8.14(b)); and (z) implement the applicable Final Asset Status Report in the form delivered to
the 17g-5 Information Provider pursuant to the first paragraph of this Section 3.10(h).


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and, following the prompt
delivery of such modified Asset Status Report to the 17g-5 Information Provider in an electronic format reasonably acceptable
to the 17g-5 Information Provider, which the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website
pursuant to Section 8.14(b), implement such report.


 


If
during any Control Period (i) the Controlling Class Representative affirmatively approves in writing an Asset Status Report or
(ii) after ten Business Days from receipt of an Asset Status Report, together with all information in the possession of the Special
Servicer that is reasonably necessary for the Controlling Class Representative to make a decision regarding the Asset Status Report,
the Controlling Class Representative does not object to such Asset Status Report, then the Special Servicer shall take the recommended
actions described in the Asset Status Report. Within ten Business Days after receipt of an Asset Status Report, together with
all information reasonably requested by the Controlling Class Representative in the possession of the Special Servicer that is
reasonably necessary to make a decision regarding the Asset Status Report, the Controlling Class Representative may object to
such Asset Status Report.


 


During
any Control Period, if the Controlling Class Representative objects to an Asset Status Report within the above-referenced ten
Business Day period, then the Special Servicer shall revise such Asset Status Report as soon as practicable thereafter, but in
no event later than 30 days after the objection to the Asset Status Report by the Controlling Class


 






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Representative.
During any Control Period, the Special Servicer shall revise such Asset Status Report as provided in the prior paragraph
until the earlier of (a) the delivery by the Controlling Class Representative of an affirmative approval in writing of such revised
Asset Status Report, and (b) the failure of the Controlling Class Representative to disapprove such revised Asset Status Report
in writing within ten Business Days of its receipt thereof; provided that the Special Servicer may take actions with respect
to such Property before the expiration of such ten Business Day period if the Special Servicer reasonably determines that failure
to take such action before the expiration of such ten Business Day period would violate the Accepted Servicing Practices.


 


During
any Control Period, if the Controlling Class Representative has timely objected as required hereunder, but has not approved or
been deemed to approve any revised Asset Status Report within 90 days from the submission of the initial Asset Status Report,
then the Special Servicer and the Controlling Class Representative will use reasonable efforts to negotiate a mutually agreeable
Asset Status Report during the next thirty (30) days, and if they are unable to reach an agreement within such 30-day period,
the Special Servicer will take the action recommended in its most recently submitted Asset Status Report, provided, that
such action does not violate Accepted Servicing Practices. The Asset Status Report and all modifications thereto shall be prepared
in accordance with the Accepted Servicing Practices.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement the new action
in such revised report so long as such revised report has been prepared, reviewed and either approved or not rejected as provided
above. Each of the the Controlling Class Representative (during any Consultation Period) and any Companion Loan Holder (at any
time) 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. During such respective periods, the Special Servicer shall consider such alternative courses
of action and any other feedback provided by the Controlling Class Representative or any Companion Loan Holder, as applicable.
The Special Servicer may revise the Asset Status Reports as it deems reasonably necessary in accordance with Accepted Servicing
Practices to take into account any input and/or recommendations of (i) the Controlling Class Representative during a Consultation
Period but prior to a Consultation Termination Period, and (ii) any Companion Loan Holder, but, in the case of clause (i) above,
only to the extent the Special Servicer determines that Controlling Class Representative’s input and/or recommendations
are consistent with Accepted Servicing Practices and in the best interest of the Certificateholders and the Companion Loan Holders,
taking into account the interests of all of the Certificateholders and the Companion Loan Holders as a collective whole.


 


The
Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless
such action would be required in order to act in accordance with the Accepted Servicing Practices. During any Control Period or
any Consultation Period, if the Special Servicer takes any action inconsistent with an Asset Status Report that has been adopted
as provided above, the Special Servicer shall promptly notify the Controlling Class Representative of such inconsistent action
and provide a reasonably detailed explanation of the reasons therefor.


 






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The
Special Servicer shall deliver to the Servicer, the Controlling Class Representative (during any Control Period and any Consultation
Period), the 17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information Provider’s Website)
and, subject to Section 4.5, each Rating Agency a copy of each Final Asset Status Report, in each case with reasonable
promptness following the adoption thereof and in an electronic format reasonably acceptable to the parties. Notwithstanding anything
herein to the contrary: (i) the Special Servicer and the Servicer shall have no right or obligation to consult with or to seek
and/or obtain consent or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement
requiring such consultation, consent or approval shall be of no effect) during the period following any resignation or removal
of a Controlling Class Representative and before a replacement is selected and/or identified; and (ii) no advice, direction or
objection from or by the Controlling Class Representative or any Companion Loan Holder, as contemplated by Section 9.3 or pursuant to or as contemplated by any provision of this Agreement, the Co-Lender Agreement or the Mezzanine Intercreditor
Agreement, may (and the Special Servicer or the Servicer, as applicable, shall ignore and act without regard to any such advice,
direction or objection that the Special Servicer or the Servicer, as applicable, has determined, in its reasonable, good faith
judgment, would): (A) require or cause the Special Servicer or the Servicer, as applicable, to violate applicable law, the terms
of the Mortgage Loan Documents, the Co-Lender Agreement, the Mezzanine Intercreditor Agreement or any Section of this Agreement,
including the Special Servicer’s or the Servicer’s obligation to act in accordance with the Accepted Servicing Practices,
(B) result in the imposition of federal income tax on the Trust, cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC, (C) expose the Trust, any Certificateholder, any Companion Loan Holder, the Depositor, the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates, members, managers, officers,
directors, employees or agents, to any material claim, suit or liability or (D) materially expand the scope of the Servicer’s
or Special Servicer’s responsibilities under this Agreement or the scope of the Trustee’s or Certificate Administrator’s
responsibilities under this Agreement.


 


(i)           
During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Borrower
Parties and, subject to the rights of the Controlling Class Representative (during any Control Period and any Consultation Period),
take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Asset Status Report.


 


(j)           
Upon request of any Certificateholder (or any Beneficial Owner, if applicable), which constitutes a Non-Restricted Privileged
Person and which shall have provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-1,
the Certificate Administrator shall mail or transmit electronically, without charge, to the address specified in such request
a copy of the most current Asset Status Report. Notwithstanding anything to the contrary in this Agreement, a Certificateholder
(or any Beneficial Owner, if applicable), which shall have provided the Certificate Administrator with an Investor Certification
in the form of Exhibit K-2, shall only be entitled to receive a copy of the most current Distribution Date Statements
and no other reports from the Certificate Administrator’s Website.


 






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(k)           
In addition, during the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special Servicer
shall prepare and deliver to the Servicer the CREFC Special Servicer Loan File with respect to the Mortgage Loan.


 


3.11         
Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a)  The Servicer shall, consistent
with Accepted Servicing Practices and the Mortgage Loan Documents, use efforts consistent with Accepted Servicing Practices to
cause the Borrowers to maintain (or if the Borrowers fail to maintain such insurance, the Servicer shall cause to be maintained
to the extent such insurance is available at commercially reasonable rates, and to the extent the Trustee, as mortgagee, has an
insurable interest) insurance with respect to the Properties of the types and in the amounts required to be maintained by the
Borrowers under the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the
Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer
shall be required to maintain, and shall not cause the Borrowers to be in default with respect to the failure of the Borrowers
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 (subject to the consent of the Controlling Class Representative during any Control Period) has determined, in
accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage
Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance
Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement
to the extent the related Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as
in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor
the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding
anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained
any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided,
that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs
of doing so are paid as an expense of the Trust).


 


(b)           
The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained
such insurance (including environmental insurance) with respect to any Foreclosed Property as the Borrowers are required to maintain
with respect to such Property referred to in subsection (a) of this Section. The cost of any such insurance
with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be
advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance. Any such insurance
(other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11)
that is required to be maintained with respect to a Foreclosed Property shall only be so required to the extent such insurance
is available at commercially reasonable rates and the Trustee or other applicable party on behalf of the Trust and the Companion
Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in
respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request,
make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if


 






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the
Servicer does not make such Advance, the Trustee (within five Business Days of its receipt of notice of the Servicer’s failure
to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case,
such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee
having an insurable interest and the availability of such insurance at commercially reasonable rates.


 


(c)           
The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained
by maintaining a master force placed or blanket insurance policy insuring against losses on any Property or any Foreclosed Property,
as the case may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this
Section 3.11. The incremental cost of such insurance allocable to any particular Property or Foreclosed Property,
if not borne by the Borrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable
Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer,
as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited
therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage
Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing
Practices.


 


(d)           
Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and
effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i)
an insurance company whose claims paying ability is rated at least “A-” by S&P, “A-” by Fitch,
“A3” by Moody’s or “A:X” by A.M. Best Company, Inc., or (ii) any other insurance company which
does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the
Rating Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and
the Certificate Administrator) covering the Servicer’s or Special Servicer’s, as applicable, officers and
employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement.
Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting
directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d)
shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the
coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special
Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least
equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each
were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event
that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a
comparable replacement bond or policy.


 


Both
the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to
maintain a blanket fidelity bond and an errors and


 






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omissions
insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond
or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable
replacement bond or policy.


 


In
lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to
self-insure directly or through its parent with respect to such risks so long as its (or its immediate or remote parent’s)
long-term unsecured debt or deposit account is rated at least “A-” or its equivalent by S&P (or, if not rated
by S&P, rated at least “A-” by Morningstar, or, if not rated by Morningstar, either an equivalent rating by any
other NRSRO or rated no lower than “A-:VIII” by A.M. Best Company, Inc.).


 


(e)           
No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or
relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator
on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Certificateholder, and
the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s
behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The
Certificate Administrator shall make any such certificate of insurance available to the requesting Certificateholder on a confidential
basis.


 


3.12         
Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Properties. (a) Upon a Mortgage Loan Event
of Default, the Special Servicer on behalf of the Trust and the Companion Loan Holders (subject to consent of the Controlling
Class Representative during any Control Period, consultation with the Controlling Class Representative during any Consultation
Period, and subject to the terms of the Mortgage Loan Documents and consistent with Accepted Servicing Practices), shall promptly
pursue the remedies set forth in the Mortgage Loan Documents, including foreclosure or otherwise realization on the Properties
and the other collateral for the Mortgage Loan. In connection with any foreclosure, enforcement of the applicable Mortgage Loan
Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay
the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance
with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined
to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted
Servicing Practices.


 


(b)           
Such proposed acceleration of the Mortgage Loan and/or foreclosure on the Properties shall be taken unless the Special Servicer
waives such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default),
which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and
does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or
constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b).


 






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(c)           
In connection with such foreclosure as described in Section 3.12(a) or other realization on the Properties, the Special
Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted
to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore
any Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance
policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore a Property
damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense
shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Mortgage Loan Documents or other
realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses
in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing
Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable
Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices.


 


(d)           
Notwithstanding the foregoing, the Special Servicer may not foreclose on any Property on behalf of the Trust and the Companion
Loan Holders and thereby cause the Trust to be the beneficial owner of any Property, or take any other action with respect to
such item that would cause the Trustee, on behalf of the Trust, or any Companion Loan Holder to be considered to hold title to,
to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Property within
the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared
at the expense of the Trust by an independent person who regularly conducts site assessments for purchasers of comparable properties,
that (i) such Property is in compliance with applicable Environmental Laws or that taking the remedial actions necessary
to comply with such laws is reasonably likely to produce a greater recovery on a present value basis than not taking such actions
and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based
materials which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably
likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver
a copy of any such report to the 17g-5 Information Provider in electronic format and the 17g-5 Information Provider shall make
such report available to the Rating Agencies and NRSROs pursuant to Section 8.14(b).


 


If
the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would
be in the best economic interest of the Trust and the Companion Loan Holders (as a collective whole, as if the Trust and the Companion
Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure
or take any other actions described in the immediately preceding paragraph, then subject to the rights of the Controlling
Class Representative to consent to and/or consult in respect of such action, as applicable, pursuant to the terms hereof and subject
to the rights of the Mezzanine Lenders, if applicable, the Special Servicer shall take such proposed action.


 






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The
Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean
up or remediation as a Property Protection Advance unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection
Account if consistent with Accepted Servicing Practices.


 


(e)           
The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who
regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a
manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property
Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 


(f)           
Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust
any personal property (including any Collateral consisting of franchise agreements, intellectual property or equity interests
in any entity or other non-real property Collateral) pursuant to this Section 3.12 unless:


 


                             (i)             such personal property is incidental
to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or


 


                             (ii)
           the Special Servicer shall have obtained an Opinion of Counsel (the
cost of which shall be paid by the Servicer as a Property Protection Advance) to the effect that the holding of such personal
property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the
REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interest or Certificate is outstanding.


 


(g)           
Notwithstanding any acquisition of title to any Property following a Mortgage Loan Event of Default under the Mortgage Loan and
cancellation of the Mortgage Loan, the Mortgage Loan shall, in whole or in part (to the extent allocable to any Property that
has become a Foreclosed Property), be an REO Mortgage Loan and shall be deemed to remain outstanding and held in the Trust for
purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations
hereunder, so long as the Mortgage Loan shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal
balance of the Mortgage Loan immediately after any discharge is equal to the unpaid principal balance of the Mortgage Loan immediately
prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b).


 


(h)           
The Special Servicer shall notify the Servicer of any abandoned and/or foreclosed properties which require reporting to the IRS
and shall provide the Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect
to the Mortgage Loan which is abandoned or foreclosed, and the Servicer shall report to the IRS and the Borrower, in the manner
required by applicable law, such information, and the Servicer shall report, via IRS Form 1099A and/or Form 1099C, all
acquisition and abandonment of secured property and/or forgiveness of indebtedness, as applicable, to the extent such information
has


 






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been
provided to the Servicer by the Special Servicer. Upon request, the Servicer shall deliver a copy of any such report to the Trustee
and the Certificate Administrator.


 


3.13         
Trustee to Cooperate; Release of Items in Mortgage Loan File. From time to time and as appropriate for the servicing of
the Mortgage Loan or foreclosure of or realization on any Property, the Trustee shall, upon request of the Servicer or the Special
Servicer and delivery to the Trustee of a receipt for release in the form of Exhibit B hereto, release or cause its
Custodian to release any items from the Mortgage Loan File to the Servicer or the Special Servicer, as the case may be, within
the lesser of (i) seven calendar days and (ii) five Business Days of its receipt of the related receipt for release,
and the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of any such proceedings.
Such receipt for release shall obligate the Servicer or the Special Servicer to (and the Servicer or the Special Servicer, as
applicable, shall) return such items to the Trustee (or any other Custodian on its behalf) when the need therefor by the Servicer
or the Special Servicer no longer exists. Neither the Trustee nor the Custodian shall have any responsibility or duty with respect
to any Mortgage Loan Files while not in its physical possession (provided that such Mortgage Loan Files were properly released
in accordance with this Agreement), it being understood and agreed that possession by the Custodian of any Collateral Security
Documents shall not be imputed to the Custodian at any time such Collateral Security Documents have been properly released pursuant
to the terms hereof.


 


3.14         
Title and Management of Foreclosed Property. (a)  In the event that title to any Property is acquired for the
benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise,
the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit
of the Holders of CGBAM Commercial Mortgage Trust 2015-SMRT, or its nominee (which shall not include the Special Servicer), on
behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may
be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the
costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from
the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer
shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect
to such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to
the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any Foreclosed
Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within
the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to
Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion
Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders
and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and
subject to Section 3.4(c)(ix), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed
Property Account or the Collection Account pursuant to Section 3.4(c)(ix).


 






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(b)           
The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed
Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6.


 


(c)           
The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the
specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation
of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holders (as a collective whole as if the Trust
and the Companion Loan Holders constituted a single lender) on such terms as are appropriate and necessary for the efficient liquidation
of such Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices.
The Special Servicer shall cause, in accordance with Accepted Servicing Practices, any Foreclosed Property to be administered
so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times. The Special
Servicer shall cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed
Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B).


 


The
Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all revenues
received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary
for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation
and protection of such Foreclosed Property, including, but not limited to:


 


                             (i)             all insurance premiums due and payable
in respect of such Foreclosed Property;


 


                             (ii)           all taxes, assessments, charges
or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon;
and


 


                             (iii)           all costs and expenses necessary
to preserve such Foreclosed Property, including the payment of ground rent, if any.


 


To
the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the
Servicer shall, make a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices,
that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance,
then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices.


 


(d)           
The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager
for the operation and management of any


 






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such
Foreclosed Properties; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided,
further, that:


 


                             (i) 
           the terms and conditions of any such contract shall not be
inconsistent herewith;


 


                             (ii)            any such contract shall require,
or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed
Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Properties,
and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in
no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and


 


                             (iii)           none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any
such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties
and obligations to the Trust on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation
and management of any such Foreclosed Properties.


 


The
Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an 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. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject
to reimbursement pursuant to Section 3.4(c)(ix). The Special Servicer agrees to monitor the performance of the Successor
Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses
incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.


 


(e)           
On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account
and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such
Collection Period on or with respect to each Foreclosed Property (including any funds no longer needed in any reserves established
as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary
for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real
property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary
capital improvements and other related expenses.


 


3.15         
Sale of Foreclosed Property. (a) In the event that title to any Property or other collateral securing the Mortgage
Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit
of the Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed,
certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include
the Special Servicer), on behalf of the Trust and the


 






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Companion
Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust and
the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing
Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under
this Section 3.15.


 


(b)           
[RESERVED]


 


(c)           
Subject to the consent or consultation rights of the Controlling Class Representative, the Special Servicer shall accept the highest
cash offer for Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least
equal to the portion of the Repurchase Price attributable to such Foreclosed Property. In the absence of any such offer, the Special
Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on
Appraisals obtained within the last nine months. If the highest offeror is an Interested Person or any Certificateholder, then
the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the
Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder
constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan
matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property,
which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash
offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates
any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee
in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s
determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust. Notwithstanding the foregoing
and subject to the rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher
cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would
be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole, as if such Certificateholders
and Companion Loan Holders constituted a single lender) (as a collective whole), and the Special Servicer may accept a lower cash
offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that
acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective
whole, as if such Certificateholders and Companion Loan Holders constituted a single lender).


 


(d)           
Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf
of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection
with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any
Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Certificateholders or the Companion Loan Holders (except that any contract of
sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for


 






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breach
thereof is to the Trust and the Companion Loan Holders ) and if consummated in accordance with the terms of this Agreement, none
of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator
shall have any liability to any Certificateholder or Companion Loan Holder with respect to the purchase price thereof accepted
by the Special Servicer or the Trustee.


 


(e)           
The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection
therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(f)           
Within 30 days of the sale of a Foreclosed Property or within the Collection Period in which the sale of a Foreclosed Property
occurred, the Special Servicer shall provide to the Companion Loan Holders, the Trustee and the Certificate Administrator a statement
of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses
(i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation,, (i) the
date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of
disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued
interest with respect to the Release Price of such Foreclosed Property, calculated from the date of acquisition to the disposition
date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably
request.


 


(g)           
The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of Properties required by Section 6050J
of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P
of the Code.


 


3.16         
Sale of the Mortgage Loan.


 


(a)           
(i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable
efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for each Property then securing
the Mortgage Loan. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator,
the Companion Loan Holders and the Controlling Class Representative (during any Control Period and any Consultation Period) of
the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in the Mezzanine
Intercreditor Agreement (and if no time period is specified therein, no later than five Business Days after receipt of such notice),
so notify the Mezzanine Lenders of the occurrence of such Special Servicing Loan Event which notice results in the trigger of
the Mezzanine Lenders’ purchase option rights under the Mezzanine Intercreditor Agreement. Upon delivery by the Special
Servicer of the notice described in the preceding sentence, subject to the right of the Mezzanine Lenders to purchase the Mortgage
Loan pursuant to the Mezzanine Intercreditor Agreement, the Special Servicer may offer to sell to any Person the Mortgage Loan
or the Special Servicer (or an Affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines,
consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments
thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders (as a


 






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collective
whole, as if the Trust and the Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer
shall provide the Trustee, the Companion Loan Holders, the Certificate Administrator and the Controlling Class Representative
(during any Control Period and any Consultation Period) not less than five Business Days prior written notice of its intention
to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person
(other than any Interested Person) for the Mortgage Loan in an amount at least equal to the sum of (a) the Repurchase Price, with
respect to the Trust Loan, and (b) without duplication, an equivalent amount, with respect to each Companion Loan (such sum, the
“Mortgage Loan Purchase Price”) or, if it has received no offer at least equal to the Mortgage Loan Purchase
Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Mortgage Loan Purchase Price. Any Appraisal
obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator
in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons
pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans shall be sold together
with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.


 


                             (ii)            In the absence of any offer at
least equal to the Mortgage Loan Purchase Price (or purchase by the Special Servicer for the Mortgage Loan Purchase Price), and,
provided, that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from
any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person
other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its Affiliates), a holder
of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Access Restricted
Party, any Property Manager, any independent contractor engaged by the Special Servicer, a holder of the Mezzanine Loan, an Other
Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee
for an Other Securitization Trust, a Companion Loan Holder (except to the extent described below), or any known affiliate of any
of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals
ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance)
and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror
is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to
the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the
Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial
mortgage loan matters with at least five years’ experience in valuing or investing in loans similar to the Mortgage Loan,
that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage
Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of
value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such
determination shall be reimbursable to it first, by the Servicer as an


 






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               Advance,
subject to the Servicer’s determination that such amounts are not Nonrecoverable Advances, and then as an expense
of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the
Mortgage Loan.


 


                             (iii)           The Special Servicer shall not
be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices,
that the rejection of such offer would be in the best interests of the Holders of the Certificates and the Companion Loan Holders
(as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance
of such offer would be in the best interests of the Holders of the Certificates and the Companion Loan Holders (as a collective
whole as if such Certificateholders and the Companion Loan Holders 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), provided, that the offeror is not the Special Servicer or a Person that is an Affiliate
of the Special Servicer. The Special Servicer shall use reasonable efforts to sell the Mortgage Loan prior to the Rated Final
Distribution Date.


 


                             (iv)           Unless and until the Mortgage Loan
is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with
respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate,
consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions.


 


(b)           
The right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan Event
shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of
the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further
force or effect) if the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing
Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed
agreement reflecting the terms of the work-out arrangement, (iii) the Mortgage Loan has otherwise been resolved (including
by a full or discounted pay-off) or (iv) a Mezzanine Lender has exercised the purchase option set forth in the Mezzanine
Intercreditor Agreement.


 


(c)           
Any sale of the Mortgage Loan shall be for cash only.


 


(d)           
During any Control Period and any Consultation Period, any sale of the Mortgage Loan for less than the Repurchase Price shall
be subject to the right of the Controlling Class Representative to match the price at which the Mortgage Loan is to be sold and
purchase the Mortgage Loan instead of the original offeror (the “Controlling Class Right of First Refusal”).
The Controlling Class Right of First Refusal with respect to the Mortgage Loan may be exercised by providing written notice of
the Controlling Class Representative’s election to exercise such option to each party to this Agreement. The Controlling
Class Right of First Refusal with respect to the Mortgage Loan shall be exercised, if not waived sooner, within five


 






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Business
Days of written notice from the Special Servicer in accordance with Section 3.16(a). If the Controlling Class Representative
does not exercise its Controlling Class Right of First Refusal within such five Business Day period, then such Controlling Class
Right of First Refusal shall terminate as to the subject offer for the Mortgage Loan, but the Controlling Class Representative
shall have the Controlling Class Right of First Refusal with respect to any new sale solicitation (including new offers solicited
or received from the same offeror) of the Mortgage Loan by the Special Servicer that is unrelated to and separate in time from
the subject proposed sale and offering process, provided, that the Mortgage Loan has not been sold pursuant to the subject
solicitation and offering process. If the Controlling Class Representative exercises the Controlling Class Right of First Refusal
with respect to the Mortgage Loan, then the Trustee shall determine whether the purchase price constitutes a fair price and any
such determination by the Trustee shall be binding on all parties. If the Controlling Class Representative exercises the Controlling
Class Right of First Refusal with respect to the Mortgage Loan, then the Controlling Class Representative shall purchase the Mortgage
Loan for cash at the applicable purchase price within ten Business Days of exercising such option. Notwithstanding anything contained
herein to the contrary, if the Trustee is required to determine whether such offered purchase price constitutes a fair price,
the Trustee may (at its option and at the expense of the Controlling Class Representative) designate an independent third party
expert in real estate or commercial mortgage loan matters with at least five years’ experience in valuing or investing in
loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer
constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee
shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this paragraph and any reasonable out-of-pocket
costs and fees of the Trustee (including the reasonable fees of any third party hired by the Trustee to determine whether a purchase
price constitutes a fair price) or of any other party to this Agreement in connection with the Controlling Class Representative’s
exercise of the Controlling Class Right of First Refusal shall be reimbursable by the Controlling Class Representative.


 


(e)           
Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section
3.16(a) without the written consent of each Companion Loan Holder (provided that such consent is not required from a Companion
Loan Holder if such Companion Loan Holder is a Borrower or an Affiliate of a Borrower) unless the Special Servicer has delivered
to such Companion Loan Holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Mortgage
Loan; (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 Mortgage Loan, and any documents in the Loan File reasonably
requested by such Companion Loan Holder that are material to determining the price of the Mortgage Loan; and (d) until the sale
is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale
date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Servicer or the Special Servicer in connection with the proposed sale; provided, that such Companion Loan Holder may waive
any of the delivery or timing requirements set forth in this sentence. The Controlling Class Representative and each Companion
Loan Holder (or its


 






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representative)
will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage
Loan, unless such person is a Borrower or an agent of an affiliate of a Borrower.


 


(f)           
Notwithstanding anything in this Section 3.16 to the contrary, the Mezzanine Lenders shall have the right to purchase
the Mortgage Loan, and cure defaults relating thereto, as and to the extent set forth in the Mezzanine Intercreditor Agreement.


 


3.17         
Servicing Compensation. The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan, the
Companion Loans and any REO Mortgage Loan payable monthly from the Collection Account or otherwise in accordance with and subject
to Section 3.4(c). The Servicer shall be entitled to retain as compensation any late payment charges (to the extent
not applied to pay Advance Interest) and certain other customary charges and fees to the extent described below, as well as reimbursement
for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer
and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer;
(ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead
expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting
system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the
costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the
Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer
(the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing,
the Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrowers
for such purpose, any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing
Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)),
Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees,
defeasance fees, substitution fees, release fees, Modification Fees, insufficient fund fees, Consent Fees, loan service transaction
fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as
permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement; provided, that
if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption
fees (but not including assumption application fees), substitution fees, release fees, Modification Fees and Consent Fees, equally;
provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment
charges with respect to the Mortgage Loan, if a default thereunder or Mortgage Loan Event of Default is continuing, unless and
until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest)
due with respect to the Mortgage Loan have been paid and all interest on Advances and Companion Loan Advances has been paid. In
addition, the Servicer shall be entitled to retain as additional compensation any income earned (net of losses to the extent provided
in this Agreement) on the investment of funds deposited in the Collection Account and any Reserve Accounts (to the extent not
payable to the Borrowers) to the extent provided for in this Agreement.


 






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Midland
Loan Services, a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Right shall be
entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Right 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 P-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 P-2 to this Agreement. None of the Depositor,
the Trustee, the Certificate Administrator or the Certificate Registrar is obligated to register or qualify the 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 the Excess Servicing Fee Right without registration or qualification. Midland
Loan Services, a Division of PNC Bank, National Association and each holder of the Excess Servicing Fee Right desiring to effect
a transfer, sale, pledge or other assignment of the Excess Servicing Fee Right shall, and Midland Loan Services, a Division of
PNC Bank, National Association hereby agrees, and each such holder of the Excess Servicing Fee Right by its acceptance of the
Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Fee Right effected
by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchasers, the Certificate Administrator,
the Trustee, the Custodian, the Servicer, 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 the 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 the 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 the Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time
following any transfer, sale, pledge or assignment of the Excess Servicing Fee Right, the Person then acting as the Servicer shall
pay, out of each amount paid to such Servicer as Servicing Fees with respect to the Mortgage Loan or REO Mortgage Loan, as the
case may be, the Excess Servicing Fees to the holder of the Excess Servicing Fee Right within one (1) Business Day following the
payment of such Servicing Fees to the Servicer, in each case in accordance with payment instructions provided by such holder in
writing to the Servicer. The holder of the 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
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.


 


If
a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing
Fee with respect to the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues as well
as


 






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reimbursement
for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer
and the expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by
the Special Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d);
(iii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under
the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or
the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer
performing services in connection with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising
from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”).
If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement
with the Borrower Parties negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee
on all payments of principal and interest made on the Mortgage Loan following such written agreement for so long as another Special
Servicing Loan Event does not occur.


 


If
the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into with respect
to the Specially Serviced Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning
Special Servicer shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on
the Mortgage Loan (or an allocable part thereof) following such written agreement (negotiated by such Special Servicer prior to
its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer
shall have no rights with respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if any Mezzanine
Lender purchases the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or any Loan Seller repurchases its Loan Seller
Percentage Interest in the Mortgage Loan (or an allocable portion thereof) pursuant to the Trust Loan Purchase Agreement.


 


In
addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property, each liquidated
Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes
an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off
or other liquidation of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds,
Insurance Proceeds and Condemnation Proceeds, except that no Liquidation Fee shall be payable in connection with (i) a repurchase
by a Loan Seller of its Loan Seller Percentage Interest in the Trust Loan (or the allocable portion thereof) pursuant to the applicable
Trust Loan Purchase Agreement (so long as such repurchase occurs within the cure period required under such Trust Loan Purchase
Agreement which cure period shall not exceed 180 days), (ii) a sale of the Trust Loan, any Companion Loan or or any Foreclosed
Property by the Special Servicer to itself pursuant to Section 3.16 hereof, (iii) a purchase of the Mortgage Loan
by a Mezzanine Lender pursuant to the purchase option described in the Mezzanine Intercreditor Agreement (so long as such purchase
occurs within 90 days after notice of the applicable purchase option trigger event is first delivered to the Mezzanine Lender;
provided, that for the avoidance of doubt, if there are one or more purchase option trigger events that occur following
an initial purchase option trigger event


 






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that
has not ceased, such 90-day period shall commence on the date the first notice of the initial purchase option trigger event was
given to the applicable Mezzanine Lender) or (iv) a purchase of the Trust Loan, a Companion Loan or the Foreclosed Properties
by the Controlling Class Representative or any affiliate thereof, if such purchase occurs within 90 days after the later of (x)
the date on which the Special Servicer first delivers to the Controlling Class Representative for its approval the initial Asset
Status Report and (y) the date on which the Special Servicing Loan Event that triggered the Asset Status Report occurred. The
Liquidation Fee with respect to the Mortgage Loan shall be payable from, and shall be calculated using the related Net Liquidation
Proceeds, Insurance Proceeds and Condemnation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the
Collection Account as provided in Section 3.4(a). The Special Servicer during the continuance of a Special Servicing
Loan Event shall also be entitled to retain as Additional Servicing Compensation any late payment fees (to the extent not applied
pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)),
assumption fees, assumption application fees, substitution fees, consent fees, release fees, Modification Fees, restructure fees,
loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected (to the
extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Mortgage
Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment
of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement and if the Special Servicer’s
consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and
the Special Servicer will equally share the related fees, including assumption fees (but not assumption application fees), substitution
fees, release fees, Modification Fees and Consent Fees.


 


Notwithstanding
anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled to receive
a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees
and Work-out Fees payable with respect to the Mortgage Loan or the Properties shall be offset by any Modification Fees collected
or earned by the Special Servicer with respect to the Mortgage Loan within the prior 24 months (determined as of the closing date
of the work-out or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with any
modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the extent those fees have
not previously been deducted from a Work-out Fee or Liquidation Fee.


 


The
Servicer and the Special Servicer shall use commercially reasonable efforts in accordance with Accepted Servicing Practices to
collect from the Borrowers the amount of any fees and other expenses payable by the Borrowers under the Mortgage Loan Documents,
including, without limitation, Borrower Reimbursable Trust Expenses, including exercising all remedies available under the Loan
Documents that would be in accordance with the Accepted Servicing Practices.


 


Notwithstanding
any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement
for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the
amount of such payment to the Servicer or the Special Servicer, as the case may be, is


 






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reimbursed
to the Trust by the Borrower Parties (to the extent the Borrower Parties are required to do so under the Mortgage Loan Agreement);
(ii) failure of the Borrower Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such
expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses
and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for
herein or such expense is expressly described herein as an expense of the Trust or as an Advance.


 


Except
as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive
all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special
Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge
or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable,
in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


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, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, either Borrower, either Property Manager or any Sponsor in respect
of the Trust Loan or the Companion Loans and any purchaser of the Trust Loan, any Companion Loan or any Foreclosed Property) in
connection with the disposition, work-out or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed
Property or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this
Section 3.17; provided that such prohibition will not apply to the Permitted Special Servicer/Affiliate Fees.


 


As
compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate
Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein,
the Certificate Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator and the
Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator
Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee)
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.


 


3.18         
Reports to the Certificate Administrator; Account Statements. (a) The Servicer shall prepare, or cause to be prepared,
and deliver to the Certificate Administrator in an electronic format reasonably acceptable to the Certificate Administrator, consistent
with Accepted Servicing Practices, not later than (i) 5:00 p.m. (New York time) two Business Days prior to each
Distribution Date, the CREFC® Loan Periodic Update File and (ii) 2:00 p.m. on the Remittance Date, the
remaining CREFC® Reports (except the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report
and the CREFC® NOI Adjustment Worksheet). In


 






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connection
with the preparation of its CREFC® Reports, the Servicer shall provide the Certificate Administrator with the amount
of CREFC® Licensing Fee paid to CREFC® for the related Distribution Date for inclusion in the Distribution
Date Statement.


 


The
CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be made
available to the Certificate Administrator by the Servicer (with respect to the non-Specially Serviced Mortgage Loan) or by the
Special Servicer (with respect to the Specially Serviced Mortgage Loan) on the Servicer’s or Special Servicer’s, as
applicable, Internet website (www.pnc.com/midland), on a quarterly and annual basis (commencing with the quarter ending June 30,
2015 and year ending December 31, 2015, each within 60 days after receipt by the Servicer or Special Servicer), within
60 days after receipt by the Servicer or the Special Servicer, as applicable, of the financial statements, operating statements,
rent rolls, or other information required to prepare (or, if previously prepared, update) the CREFC® Operating
Statement Analysis Report and the CREFC® NOI Adjustment Worksheet, but shall not be deemed to have been received
by the Certificate Administrator until such time as it is actually received; provided, however, that, with respect to the CREFC®
Operating Statement Analysis Report only, 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.


 


The
Servicer shall furnish (i) to the Certificate Administrator in electronic format and (ii) to the 17g-5 Information Provider (who
shall post such reports to its website) the CREFC® Reports produced by it pursuant to this Agreement not later
than the time period specified in this Section 3.18(a).


 


(b)           
The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer
by the Borrower Parties pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special
Servicer, Loan Seller s or Depositor pursuant to this Agreement. None of the Servicer, the Special Servicer, the Trustee or the
Certificate Administrator shall be responsible for the completeness or accuracy of the information provided by any other Person
(except that the Servicer shall use efforts consistent with Accepted Servicing Practices to correct patent errors).


 


(c)           
The Servicer, or the Special Servicer, as applicable, shall provide to the Certificate Administrator electronic copies of the
operating statements and other periodic Property reports it receives from the Borrowers pursuant to the Mortgage Loan Agreement,
in each case in a format acceptable to the Certificate Administrator, Servicer and Special Servicer and within a reasonable period
of time after so received and only to the extent so received.


 


3.19         
Annual Statement as to Compliance. On or before April 15 of each year, commencing in 2016, the Servicer and the Special
Servicer, each at its own expense, shall furnish (and each such party shall with respect to each Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loan, cause such Servicing Function Participant
to furnish) to the Trustee, the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website
pursuant to Section 8.14(b)), the Depositor and the Certificate Administrator (who shall post it to the Certificate
Administrator’s Website pursuant to Section 8.14(b)) (in each case in an electronic format reasonably acceptable


 






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to
such person) a report on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement
that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess
compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the
Applicable Servicing Criteria as of and for the period ending the end of the most recent fiscal year, including, if there has
been any material instance of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the
nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute
of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with
the Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 3.19
shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator by posting such Compliance
Report to the Certificate Administrator’s Website pursuant to Section 8.14(b). For the avoidance of doubt, the
Trustee shall have no obligation or duty to determine whether any such report on assessment of compliance is in form and substance
in compliance with the requirements of Regulation AB.


 


No
later than 30 days after the end of each fiscal year for the Trust, the Servicer and the Special Servicer shall notify the
Certificate Administrator and the Depositor as to the name of each Servicing Function Participant utilized by it, in each case,
and each such notice shall specify what specific Servicing Criteria shall be addressed in the report on assessment of compliance
prepared by such Servicing Function Participant. When the Servicer and the Special Servicer submit their assessments to the Certificate
Administrator, such parties, as applicable, shall also at such time include the assessment (and related attestation pursuant to
Section 3.20) of each Servicing Function Participant engaged by it.


 


In
the event the Servicer or the Special Servicer is terminated or resigns pursuant to the terms of this Agreement, such party shall
provide, and each such party shall cause any Servicing Function Participant engaged by it to provide (and the Servicer and the
Special Servicer shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable
servicing agreement, cause such Servicing Function Participant to provide) an annual assessment of compliance pursuant to this
Section 3.19, coupled with an attestation as required in Section 3.20 in respect to the period of time
that the Servicer or the Special Servicer was subject to this Agreement or the period of time that the Servicing Function Participant
was subject to such other servicing agreement.


 


On
or before April 15 of each year, commencing in 2016, each of the Servicer and the Special Servicer, each at its own expense, shall
furnish (and each party shall with respect to each Servicing Function Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loan (to the extent the same would have been required by Item 1108(a)(2)(i)-(iii) of Regulation AB
if the Trust and the securitization transaction contemplated by this Agreement were required to comply with Regulation AB),
cause such Servicing Function Participant to furnish) to the Trustee, the 17g-5 Information Provider (who shall post it to the
17g-5 Information Provider’s Website pursuant to Section 8.14(b)), the Certificate Administrator (who shall
post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)) and the Depositor (in electronic
format reasonably acceptable to each such


 






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Person),
an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Person’s activities during
the preceding calendar year or portion thereof and of such Person’s performance under this Agreement, or the applicable
sub-servicing agreement, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Person has fulfilled all its obligations under this Agreement, or the applicable sub-servicing
agreement, in all material respects throughout such calendar 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 obligations of each Person under this Section apply to each such Person that serviced the Mortgage Loan during
the applicable period, whether or not the Person is acting in such capacity at the time such Officer’s Certificate is required
to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 3.19 shall be made
available to any Non-Restricted Privileged Person by the Certificate Administrator posting such Compliance Report to the Certificate
Administrator’s Website pursuant to Section 8.14(b). For the avoidance of doubt, the Trustee shall have no obligation
or duty to determine whether any such Officer’s Certificate is in form and substance in compliance with the requirements
of Regulation AB.


 


3.20         
Annual Independent Public Accountants’ Servicing Report. On or before April 15 of each year, commencing in 2016,
the Servicer and the Special Servicer, each at its own expense, shall cause (and the Servicer and the Special Servicer shall,
with respect to each Servicing Function Participant with which it has entered into a servicing relationship with respect to the
Mortgage Loan, cause them to cause) a registered public accounting firm (which may also render other services to the Servicer,
the Special Servicer 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 to the Depositor, the Trustee, the Certificate Administrator and
the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b))
(in electronic format reasonably acceptable to each such Person), to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer
of its compliance with the Applicable 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 assessment of compliance with the Servicing Criteria was fairly
stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance
with the Applicable 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 accountant’s attestation report required
hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange
Act. Such report shall be available for general use and not contain restricted use language. Copies of all statements delivered
pursuant to this Section 3.20 shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator
posting such statement to the Certificate Administrator’s Website pursuant to Section 8.14(b).


 






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3.21         
Access to Certain Documentation Regarding the Mortgage Loan and Other Information.


 


(a)           
The Certificate Administrator, with respect to the items listed in clauses (i) - (v) and (vii) - (xiii) below (to the extent such items are in its possession), and the Trustee, with respect to the items listed in clause (vi) below (to the extent such items are in its possession or in the possession of the Custodian), shall make available at its
applicable Corporate Trust Office, or at the office of a Custodian, upon reasonable advance notice and during normal business
hours, for review by Non-Restricted Privileged Persons (or, solely in the case of the Distribution Date Statement, all Privileged
Persons), originals or copies of, among other things, the following items, to the extent provided to and in the possession of
the Certificate Administrator or the Trustee, as applicable (except to the extent not permitted by applicable law or under any
of the Mortgage Loan Documents), (i) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator
after the Closing Date, the Trust Loan Purchase Agreement and any amendments thereto, (ii) Distribution Date Statements and
all CREFC® Reports delivered to Certificateholders since the Closing Date, (iii) all annual officers’ certificates
and accountant’s reports required to be delivered by the Borrowers to the Servicer and by the Servicer to the Special Servicer,
the Trustee and the Certificate Administrator since the Closing Date regarding compliance with the relevant agreements, (iv) the
most recent property inspection report prepared by or on behalf of the Servicer or Special Servicer, as applicable, in respect
of the each Property, (v) the most recent operating statements, if any, collected by or on behalf of the Servicer with respect
to each Property, (vi) the Mortgage Loan Documents and any and all modifications, waivers or amendments of the terms of any of
the Mortgage Loan Documents entered into by the Servicer or Special Servicer, as applicable, and delivered to the Certificate
Administrator, (vii) any and all Officer’s Certificates and other evidence delivered to the Trustee and the Certificate
Administrator to support the determination of the Servicer or the Trustee, as applicable, that any Advance was, or if made would
be, a Nonrecoverable Advance, (viii) the reports to be furnished by the Borrower, (ix) any and all notices and reports delivered
to the Certificate Administrator with respect to any Property as to which the environmental testing revealed environmental issues,
(x) the summary of any Final Asset Status Report delivered to the Certificate Administrator, (xi) the annual, quarterly and monthly
operating statements, if any collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to
the Certificate Administrator for each Property, (xii) notices of all Servicer or Special Servicer terminations or resignations
(and appointments of successors to the Servicer or the Special Servicer), and (xiii) the Offering Circular. Copies of any
and all of the foregoing items shall be available (i) on the Certificate Administrator’s Website or (ii) to the extent not
available at the Certificate Administrator’s Website or otherwise made available electronically, at the Corporate Trust
Office of the Certificate Administrator or the Trustee or at the offices of the Custodian, as applicable, upon written request;
provided, however, the Certificate Administrator and the Trustee shall each be permitted to require payment of a sum sufficient
to cover reasonable costs and expenses of providing such copies.


 


(b)           
Certain information concerning the Mortgage Loan and the Certificates (such as the Distribution Date Statements and the CREFC®
Reports) shall be provided by the Certificate Administrator to third parties (including, but not limited to, Bloomberg, L.P.,
Trepp, LLC, Intex Solutions, Inc., Markit and BlackRock Solutions) with the consent of the Depositor and providing such
information shall not constitute a breach of this Agreement by the


 






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Certificate
Administrator. The Depositor hereby consents to such provision of information by the Certificate Administrator.


 


(c)           
Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in a format acceptable to the 17g-5 Information Provider in accordance with Section 8.14(b).
In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency
requested such additional information.


 


3.22         
Inspections. The Servicer shall inspect or cause to be inspected each of the Properties not less frequently than once each
year commencing in 2016, so long as a Special Servicing Loan Event is not then continuing. The Special Servicer shall inspect
or cause to be inspected each Property as soon as practicable following the occurrence of a Special Servicing Loan Event and annually
for so long as a Specially Serviced Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall further
inspect, or cause to be inspected, a Property whenever it receives information that such Property has been materially damaged,
left vacant, or abandoned, or if waste is being committed thereto. All such inspections shall be performed in such manner as shall
be consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence of this
paragraph performed by the Servicer shall be an expense of the Servicer. The cost of all additional inspections performed
by the Servicer and all inspections, including any annual inspection, performed by the Special Servicer will be paid by the Servicer
as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and in such
case, as an expense of the Trust. The Servicer or the Special Servicer, as the case may be, shall prepare a written report of
inspection and deliver it to the Certificate Administrator in electronic format reasonably acceptable to the Certificate Administrator
and to the Companion Loan Holders in electronic format reasonably acceptable to the Companion Loan Holders. The Certificate Administrator
shall post such report on the Certificate Administrator’s Website pursuant to Section 8.14(b). 


 


3.23         
Advances. (a)  In the event that all or any portion of a Monthly Debt Service Payment (or an Assumed Monthly
Debt Service Payment, as applicable) representing interest due or deemed due on the Trust Loan (including, without limitation,
all or any portion thereof that constitutes an REO Mortgage Loan) during any calendar month has not been received by the close
of business on the Determination Date in such calendar month, then the Servicer, subject to its determination that such amounts
are not Nonrecoverable Advances, shall on the Remittance Date in such calendar month make an advance for remittance to the Certificate
Administrator for deposit into the Distribution Account, in an amount equal to all or such portion of such Monthly Debt Service
Payment (or Assumed Monthly Debt Service Payment, as applicable) (in each case other than the Balloon Payment (excluding any Assumed
Monthly Debt Service Payment) and net of the Servicing Fee which shall not be paid to the Servicer until funds are available in
the Collection Account for payment of such fee) due or deemed due on the Trust Loan that was delinquent as of the close of business
on the Determination Date in such calendar month; provided that neither the Servicer nor any other party shall be entitled
to interest accrued on the amount of any Monthly Debt Service Payment Advance with respect to the Trust Loan if the related Monthly
Debt Service Payment (or, if applicable, the Assumed Monthly Debt Service


 






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Payment)
in respect of the Trust Loan is received by the Servicer or the Certificate Administrator, as applicable, by 2:00 p.m., New York
time, on the Remittance Date on which the Monthly Debt Service Payment Advance is to be made. The Servicer shall also advance
in respect of each Payment Date (or Assumed Payment Date) following a delinquency in the payment of the Balloon Payment of the
Mortgage Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable conversion) of the Mortgage Loan not
later than the related Remittance Date, to the Distribution Account, the amount of any Assumed Monthly Debt Service Payment deemed
due with respect to the Trust Loan on such Payment Date (or Assumed Payment Date) (other than the Balloon Payment (excluding any
Assumed Monthly Debt Service Payment) and Default Interest). For the avoidance of doubt, in the event that the amount of interest
on the Trust Loan is reduced as a result of any modification to the Trust Loan, any Monthly Debt Service Payment Advance made
with respect to such modified Trust Loan shall be in such amounts as may be required as a result of such reduction. The Servicer
shall maintain a record of each Monthly Debt Service Payment Advance it has made pursuant to this Section 3.23(a)
on the Trust Loan and shall notify the Certificate Administrator thereof in the appropriate CREFC® Reports in order
to permit allocation thereof pursuant to Section 3.4 and Section 3.5. In the event that the Servicer does
not remit any amounts required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts
required to be remitted pursuant to Section 3.5 and any required Monthly Debt Service Payment Advance) to the Certificate
Administrator for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator
interest on such amounts at the federal funds rate for the period from and including the Remittance Date to but excluding the
Distribution Date or, if earlier, the actual remittance date. Neither the Servicer nor the Special Servicer will have any obligation
to make any Monthly Debt Service Payment Advance for any Companion Loan.


 


At
any time that an Appraisal Reduction Amount exists with respect to the Mortgage Loan, the amount that would otherwise be required
to be advanced by the Servicer in respect of delinquent payments of interest on the Trust Loan shall be reduced by multiplying
such amount by a fraction, the numerator of which is the then outstanding principal balance of the Trust Loan minus the portion
of the Appraisal Reduction Amount allocable to the Trust Loan, and the denominator of which is the then outstanding principal
balance of the Trust Loan.


 


The
Certificate Administrator shall notify the Servicer and the Trustee by telephone and electronically if as of 3:00 p.m., New York
City time, on the Remittance Date, if the Certificate Administrator has not received the amount of a Monthly Debt Service Payment
Advance required pursuant to this Section 3.23(a). In addition, the Certificate Administrator shall notify the Trustee
by telephone and electronically if as of 11:00 a.m., New York City time, on any Distribution Date if the Servicer has not made
the Monthly Debt Service Payment Advance required to have been made on the related Remittance Date pursuant to this Section 3.23(a).


 


Notwithstanding
the foregoing provisions of this Section 3.23(a) or any other contrary provisions of this Agreement, any portion of
a Monthly Debt Service Payment Advance intended to cover the CREFC® Licensing Fee shall be advanced directly to
CREFC® on the applicable Remittance Date.


 


If
the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the
Servicer may, but is not required to,


 






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pay
such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer
does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property
Protection Advance or to perform the action requiring such Property Protection Advance.


 


(b)           
Subject to Section 3.23(e), the Servicer shall advance, regarding the Mortgage Loan for the benefit of the Certificateholders
and the Companion Loan Holders, to the extent it determines that such amount is recoverable, all customary and reasonable out-of-pocket
costs and expenses incurred by the Servicer or the Special Servicer in the performance of its servicing obligations, including,
but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection
of any Property which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are
necessary to prevent an immediate or material loss to the Trust’s and the Companion Loan Holders’ interest in such
Property, (ii) the payment of (A) real estate taxes, assessments, and governmental charges that may be levied or assessed
against any Borrower Party or any of its affiliates or any Property or revenues therefrom or which become liens on such Property,
(B) ground lease rents and other amounts required to be paid under ground leases, (C) Insurance Premiums and (D) the
out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable (including, without limitation, reasonable
attorneys’ fees and expenses) to the extent not paid by or on behalf of the Borrowers that are incurred in connection with
assumption of the Mortgage Loan or a release of any of the Properties from the lien of the respective Mortgages, (iii) any
enforcement or judicial proceedings, including foreclosures and including, but not limited to, court costs, reasonable attorneys’
fees and expenses and costs for third party experts, including Independent Appraisers, environmental and engineering consultants,
(iv) the out-of-pocket costs and expenses of the Special Servicer with respect to annual inspections of the Properties and (v) the
management, operation and liquidation of a Property if such Property is acquired by the Special Servicer or its affiliate in the
name of the Trustee (collectively, “Property Protection Advances”). In addition, subject to Section 3.23(e),
the Servicer shall make certain administrative advances (collectively, “Administrative Advances”), regarding
only the Trust Loan for the benefit of the Certificateholders, to the extent that (i) the Servicer determines that such advances
are recoverable from collections on the Trust Loan, (ii) the items for which such advances are made would not otherwise be
advanced by the Servicer as a Property Protection Advance pursuant to Section 3.23(b), and (iii) the items for
which such advances are to be made constitute unpaid Borrower Reimbursable Trust Expenses (other than indemnification payments).
For the avoidance of doubt, notwithstanding any other provision herein, the Servicer shall not be obligated to make any Administrative
Advance or Property Protection Advance that it determines, together with interest thereon, shall constitute a Nonrecoverable Advance
if made. During the continuation of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee
not less than five Business Days’ written notice before the date on which the Servicer is requested to make any Property
Protection Advance or Administrative Advance with respect to the Mortgage Loan, the Trust Loan or any Foreclosed Property, as
applicable; provided, however, that only three Business Days’ written notice shall be required in respect
of Property Protection Advances required to be made on an urgent or emergency basis (which may include, without limitation, Property
Protection Advances required to make tax or insurance payments). In addition, the Special Servicer shall provide the Servicer
with such information in its possession as the Servicer may reasonably request to enable the Servicer to determine whether a requested
Property Protection Advance or Administrative Advance, as the


 






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case
may be, would constitute a Nonrecoverable Advance. Subject to Section 6.3, notwithstanding anything herein to the
contrary, if the Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely on such request
as evidence that such advance is not a Nonrecoverable Advance; provided, however, that the Special Servicer will not be entitled
to make such a request more frequently than three (3) times per calendar month with respect to Advances other than emergency Advances
(although such request may relate to more than one Advance). The Servicer shall notify the Trustee in writing promptly upon, and
in any event within one Business Day after, becoming aware that it will be unable to make any Property Protection Advance or Administrative
Advance required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount
of such Advance, the Person to whom it will be paid, and the circumstances and purpose of such Advance, and shall set forth therein
information and instructions for the payment of such Advance. If the Servicer and the Trustee do not make a Property Protection
Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the
Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such
amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance
or to perform the action requiring such Property Protection Advance.


 


(c)           
To the extent the Servicer fails to make an Advance that it is required to make under this Agreement and upon knowledge of a Responsible
Officer of the Trustee, the Trustee shall be required to make such Advance pursuant to Section 7.6. It is understood
that the obligation of the Servicer and the Trustee (pursuant to Section 7.6) to make such Advances is mandatory,
subject to the limitations set forth in this Agreement, and shall continue to apply after any modification or amendment of the
Mortgage Loan pursuant to Section 3.24 hereof, beyond the Maturity Date of the Mortgage Loan if a payment default
shall have occurred on such date and through any court appointed stay period or similar payment delay resulting from any insolvency
of any Borrower Party or related bankruptcy, notwithstanding any other provision of this Agreement, other than the requirement
of recoverability, and shall continue, subject to the requirement of recoverability, until the earlier of (i) the payment
in full of all the Mortgage Loan and (ii) the date on which all of the applicable Properties become liquidated.


 


(d)           
Subject to the proviso to the first sentence of Section 3.23(a), interest on each Advance made by the Servicer or
the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest equal to the Prime Rate (the “Advance
Interest Rate”) for each such day (or the most recent day on which the Prime Rate was reported, if not reported on such
day) on the basis of a year of 360-days and the actual number of days elapsed in a month. Interest on the Advances, if unreimbursed,
shall compound annually.


 


(e)           
Notwithstanding any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make
an Advance only to the extent that the Servicer (in accordance with Accepted Servicing Practices) or the Trustee has (based on
good faith and reasonable business judgment) determined that such Advance, together with interest thereon at the Advance Interest
Rate, would not constitute a Nonrecoverable Advance if made. In making such non-recoverability determination, the Servicer (in
accordance with Accepted Servicing Practices) or the Trustee (based on good faith and reasonable business judgment), as applicable,
shall be entitled to consider (among other things) the obligations of the Borrowers under the


 






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terms
of the Mortgage Loan as it may have been modified, to consider (among other things) the Properties in their respective “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 the Properties, to estimate and consider (among other things) future expenses and to
estimate and consider (among other things) the timing of recoveries. The Trustee and the Servicer, in that order, shall be entitled
to reimbursement for any such Advances from the Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c).
If the context requires, each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not
specifically referred to, payment or reimbursement of interest thereon at the Advance Interest Rate through the date of payment
or reimbursement. If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable
Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if
consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no
obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such
Property Protection Advance.


 


(f)           
The determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the Companion
Loan Holders, the Certificate Administrator and Trustee in electronic format (if such determination is made by the Servicer) and
the Controlling Class Representative (during any Control Period and any Consultation Period), detailing the reasons for such determination
with supporting documents attached. Such Officer’s Certificate shall be made available to any Non-Restricted Privileged
Person by the Certificate Administrator or the 17g-5 Information Provider by posting such Officer’s Certificate to the Certificate
Administrator’s Website or to the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b).
The costs of any appraisals, reports or surveys and other information requested by the Servicer or the Trustee establishing an
Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable from the Collection Account pursuant to Section 3.4(c),
and shall constitute a Property Protection Advance or Administrative Advance, as applicable, if paid by the Servicer or the Trustee
from its funds. The Servicer’s reasonable determination of nonrecoverability in accordance with the above provisions shall
be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon. The Trustee, in determining
whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in its reasonable business
judgment. If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance,
then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent
with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation
to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection
Advance.


 


(g)           
The Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to any Companion
Loan, (ii) the Balloon Payment with respect to the Trust Loan or the Companion Loans (but are obligated to advance the related
Assumed Monthly Debt Service Payment in accordance with the terms of this Agreement),


 






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(iii) any
Default Interest, (iv) amounts required to cure any damages resulting from Uninsured Causes (except as required pursuant
to Section 3.12(c)), any failure of a Property to comply with any applicable law, including any Environmental Law,
or (except in connection with the foreclosure or other acquisition of a Property in accordance with Section 3.12 upon
the occurrence of a Mortgage Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental
condition present at a Property, (v) any losses arising with respect to defects in the title to a Property, (vi) any
costs of capital improvements to a Property other than those necessary to prevent an immediate or material loss to the Trust’s
interest in such Property, (vii) Default Yield Maintenance Premiums, (viii) subordinated obligations, including the
Mezzanine Loan or (ix) any cure payments. In addition, the Servicer shall have no obligation to make any Administrative Advances
with respect to any Companion Loan.


 


3.24         
Modifications of Mortgage Loan Documents; Due on Sale; Due on Encumbrance. (a) The Servicer (if no Special Servicing Loan
Event has occurred and is continuing) or the Special Servicer (during a Special Servicing Loan Event) each in accordance with
Section 9.3 or this Section 3.24, may, subject to the rights of the Controlling Class Representative during
any Control Period and during any Consultation Period and, subject to the rights of any Companion Loan Holders under the related
Co-Lender Agreement and subject to the rights of the Mezzanine Lenders under the Mezzanine Intercreditor Agreement, modify, waive
or amend any term of the Mortgage Loan if such modification, waiver or amendment (i) is consistent with Accepted Servicing
Practices and (ii) does not either (A) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC under the Code or (B) constitute a “significant modification” of the Mortgage Loan pursuant to Treasury
Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely
upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event
may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (1) seven
years prior to the Rated Final Distribution Date and (2) 20 years prior to the end of the current term of any Ground
Lease, plus any options to extend such Ground Lease exercisable unilaterally by the Borrower Parties. With respect to any action
as to which the Special Servicer’s consent is required under this Agreement (including any Major Decision), the Servicer
must obtain the consent of the Special Servicer who during a Control Period, in turn, shall obtain the consent of the Controlling
Class Representative prior to granting its approval to the Servicer to take such action. After obtaining such approval, the Servicer
shall be responsible for processing such action (if no Special Servicing Loan Event has occurred and is continuing).


 


(b)           
All modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent
with Accepted Servicing Practices and the REMIC Provisions. The Servicer or the Special Servicer, as applicable, shall notify
the Depositor, the Trustee, the Certificate Administrator, the Companion Loan Holders and the Controlling Class Representative,
in writing, of any modification, waiver or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver
to the Trustee or a Custodian on its behalf and the Companion Loan Holders an original recorded counterpart of the agreement relating
to such modification, waiver or amendment within ten Business Days following the execution and recordation thereof. In the event
the Servicer or the Special Servicer, or a court of competent jurisdiction in connection with a work-out or proposed work-out
of the Mortgage Loan, modifies the interest rate applicable to the Mortgage Loan, the adverse aggregate


 






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economic
effect of the modification shall be applied to the Certificates, in reverse order of seniority.


 


(c)           
Subject to Section 3.27 of this Agreement, any modification of the Mortgage Loan Documents that requires a Rating
Agency Confirmation pursuant to the Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement
of obtaining such Rating Agency Confirmation in the Mortgage Loan Documents, shall not be made without the Servicer’s or
the Special Servicer’s, as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation
shall be obtained at the Borrower Parties’ expense in accordance with the Mortgage Loan Agreement or, if not so provided
in the Mortgage Loan Agreement or if the Borrower Parties do not pay, at the expense of the Trust.


 


(d)           
Subject to Section 3.27 of this Agreement, prior to implementing any Major Decision under clauses (i) through
(v) and (xi)(A) (to the extent that the related agreement is modified in a manner materially adverse to the “Senior
Lender,” “Mortgage Lender” or such other similar term as may be set forth therein) of the definition thereof,
the Servicer or the Special Servicer shall obtain a Rating Agency Confirmation from each Rating Agency.


 


(e)           
Notwithstanding the foregoing, the Servicer and the Special Servicer (if a Special Servicing Loan Event is continuing) may in
accordance with Accepted Servicing Practices (but without any Rating Agency Confirmation or consent of the Controlling Class Representative)
grant a Borrower’s request for consent to subject a Property to an easement, right-of-way or similar agreement for utilities,
access, parking, public improvements or another similar purpose and may consent to subordination of the Mortgage Loan to such
easement, right-of-way or similar agreement.


 


(f)           
Notwithstanding the foregoing, the Servicer shall not permit the substitution of a Property pursuant to the defeasance provisions
of the Mortgage Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer
has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
which satisfies the requirements of the Loan Documents, in an amount sufficient to make all scheduled payments under the Mortgage
Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect
that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on the Mortgage Loan (or defeased portion thereof) in compliance with the requirements of the terms of the Mortgage
Loan Documents, (iii) one or more Opinions of Counsel (at the expense of the Borrower) to the effect that the Trustee, on
behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Property; provided,
however, that, to the extent consistent with the Mortgage Loan Documents, the Borrowers shall pay the cost of any such
opinion as a condition to granting such defeasance, (iv) to the extent consistent with the Mortgage Loan Documents, a single purpose
entity shall act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the Mortgage
Loan Documents, the Servicer shall use its reasonable efforts to require the Borrowers to pay all costs of such defeasance, including
but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the


 






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Mortgage
Loan Documents, the Servicer shall obtain, at the expense of the Borrowers, Rating Agency Confirmation from each Rating Agency.


 


(g)           
The Servicer shall deposit all payments received by it from defeasance collateral substituted for any Property into the Collection
Account and treat any such payments as payments made on the Mortgage Loan in advance of its Payment Date, and not as a prepayment
of the Mortgage Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer permit such amounts to be
maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).


 


(h)           
As the Mortgage Loan contains provisions in the nature of a “due on sale” clause, which by its terms: (i) provides
that the Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of
an interest in a Property or equity interests in a Borrower or certain principals of a Borrower except when certain conditions
are met; or (ii) provides that, except when certain conditions are met, the Mortgage Loan may not be assumed without the consent
of the mortgagee in connection with any such sale or other transfer, neither the Servicer nor the Special Servicer, on behalf
of the Trustee as the mortgagee of record on behalf of the Trust, shall (A) fail to exercise any right it may have with respect
to the Mortgage Loan (1) to accelerate the payments thereon or (2) to withhold its consent to any sale or transfer, consistent
with the Accepted Servicing Practices or (B) waive any right to exercise such rights, unless, (x) with respect to the Mortgage
Loan (if no Special Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written consent
(or deemed consent) of the Special Servicer, which consent shall be deemed given five Business Days after the ten Business Day
review period of the Controlling Class Representative (or, with respect to such ten Business Day period, such longer period as
required by the related Mezzanine Intercreditor Agreement for review by any holder of the Mezzanine Loan) after receipt (unless
earlier objected to) by the Special Servicer from the Servicer of the Servicer’s written analysis and recommendation with
respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer,
or (y) prior to the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing
Loan Event) itself taking such an action, or with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred
and is continuing), consenting to such a proposed action of the Servicer, the Special Servicer has obtained, prior to the occurrence
and continuance of a Consultation Period, the prior written consent (or deemed consent) of the Controlling Class Representative,
which consent shall be deemed given ten Business Days after receipt (unless earlier objected to) by the Controlling Class Representative
of the Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such
waiver together with such other information reasonably required by the Controlling Class Representative.


 


(i)           
As the Mortgage Loan contains provisions stating that the Mortgage Loan may not be assumed or transferred without the consent
of the mortgagee, unless certain conditions are satisfied, the Special Servicer, with respect to the Mortgage Loan (during the
occurrence and continuation of a Special Servicing Loan Event) or the Servicer with respect to the Mortgage Loan (if no Special
Servicing Loan Event has occurred and is continuing), as applicable, on behalf of the Trustee as the mortgagee of record on behalf
of the Trust, shall


 






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determine
in accordance with the Accepted Servicing Practices whether such conditions have been satisfied.


 


(j)           
As the Mortgage Loan contains provisions in the nature of a “due on encumbrance” clause that by its terms: (i) provides
that the Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional
lien or other encumbrance on the related Property or equity interests in a Borrower or principals of a Borrower; or (ii) requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Property or equity
interests in a Borrower or principals of a Borrower, neither the Servicer nor the Special Servicer, on behalf of the Trustee as
the mortgagee of record, on behalf of the Trust, shall (A) fail to exercise any right it may have with respect to the Mortgage
Loan (1) to accelerate the payments thereon or (2) to withhold its consent to the creation of any additional lien or other encumbrance,
consistent with the Accepted Servicing Practices or (B) waive its right to exercise such rights, unless, (x) with respect to the
Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written
consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five Business Days after the ten Business
Day review period of the Controlling Class Representative (or, with respect to such ten Business Day period, such longer period
as required by the related Mezzanine Intercreditor Agreement for review by any holder of the Mezzanine Loan) after receipt (unless
earlier objected to) by the Special Servicer from the Servicer of the Servicer’s written analysis and recommendation with
respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer,
or (y) prior to the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing
Loan Event) itself taking such an action, or with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred
and is continuing), consenting to such a proposed action of the Servicer, the Special Servicer has obtained, prior to the occurrence
and continuance of a Consultation Period, the prior written consent (or deemed consent) of the Controlling Class Representative,
which consent shall be deemed given ten Business Days (or, with respect to such ten Business Day period, such longer period as
required by the Mezzanine Intercreditor Agreement for review by any holder of the Mezzanine Loan) after receipt (unless earlier
objected to) by the Controlling Class Representative of the Servicer’s and/or Special Servicer’s, as applicable, written
analysis and recommendation with respect to such waiver together with such other information reasonably required by the Controlling
Class Representative.


 


(k)           
The parties hereby acknowledge that the Co-Lender Agreement provides that (i) to the extent consistent with Accepted Servicing
Practices (taking into account the extent to which the Junior Trust Notes are junior to the Senior Notes): (x) no waiver, reduction
or deferral of any particular amounts due on any of the Senior Notes (except for REMIC or grantor trust expenses, if applicable)
will be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the Junior Trust Notes;
and (y) no reduction of the Mortgage Loan Interest Rate of any of the Senior Notes will be effected prior to the reduction of
the Mortgage Loan Interest Rate of the Junior Trust Notes, to the fullest extent possible, and (ii) any of the actions referred
to in the immediately preceding clauses (i) (x) and (i)(y) will be effected (a) as among the Senior Notes, on a pro rata
and pari passu basis (based on the relative principal balance of each such Senior Note), (b) as among the Junior Trust
Notes, on a pro rata


 






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and
pari passu basis (based on the relative principal balance of each such Junior Trust Note), in each case as regards the
economic effects thereto.


 


3.25         
Servicer and Special Servicer May Own Certificates. The Servicer, the Special Servicer and any agent thereof in its individual
or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Servicer
or the Special Servicer or such agent except as otherwise provided herein (including such restrictions on voting set forth in
the definition of Certificateholder).


 


3.26         
Mezzanine Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Mezzanine Lenders and and Companion Loan Holders.



 


(a)
The Servicer shall give notice of any Mortgage Loan Event of Default to the Mezzanine Lenders and the Companion Loan Holders promptly
(and, in the event of the failure to make a Monthly Debt Service Payment on its scheduled Payment Date, such notice shall be given
promptly following such Payment Date) upon a Servicing Officer of the Servicer gaining actual knowledge of such default or Mortgage
Loan Event of Default, as provided in the Mezzanine Intercreditor Agreement and the Co-Lender Agreement, respectively, whether
or not the Servicer is obligated to give notice thereof to the Borrower Parties. The Servicer or the Special Servicer, as applicable,
shall exercise the rights of the Trust as successor-in-interest to CGMRC and BANA, each in its capacity as (i) a senior lender
under the Mezzanine Intercreditor Agreement, and (ii) the initial holders of the Trust Notes under the Co-Lender Agreement. The
Servicer or the Special Servicer, as applicable, shall comply with and enforce the rights and perform the obligations of the Trust
under the terms of the Mezzanine Intercreditor Agreement and the Co-Lender Agreement. The rights of the Trust and the Certificateholders
in and under the Trust Loan and the Mortgage Loan Documents shall be subject to the terms of the Mezzanine Intercreditor Agreement
and the Co-Lender Agreement .


 





(b)           
The parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender
Agreement, including, without limitation: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan,
and making of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to
the allocation of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion
Loan Holders; and (iii) the consultation, consent and other rights of any Companion Loan Holder or its representative. The Servicer
(if no Special Servicing Loan Event exists) or the Special Servicer (if a Special Servicing Loan Event exists or any Property
has been converted to a Foreclosed Property) shall prepare and provide to any Companion Loan Holder (or its representative) all
notices, reports, statements and communications to be delivered by the holder of the Trust 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 Trust 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 the Co-Lender Agreement are deemed incorporated
herein by reference, and the parties hereto shall comply with those provisions as if set forth


 






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herein
in full. In the event of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement
shall control.


 


(c)           
The Servicer shall maintain the Note register provided for in Section 16 of the Co-Lender Agreement and shall record the names
and addresses of, and wire transfer instructions for, the holders of the Notes from time to time; provided that the Servicer need
not maintain a separate Note register from that maintained under the Mortgage Loan Agreement if the information in both registers
would otherwise be identical. The Servicer shall, upon request, provide to any other party to this Agreement the then current
information contained in such register.


 


(d)           
At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto
have received written notice (which may be by email) thereof including contact information for the master servicer and special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to
be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to
the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the
Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its
delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.


 


3.27         
Rating Agency Confirmation. (a) Notwithstanding the terms of any of the Mortgage Loan Documents or other provisions of
this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or a written
confirmation from a Rating Agency that any action thereunder or hereunder will not cause a downgrade, withdrawal or qualification
of the then-current ratings on the Certificates as a condition precedent to such action, and if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation has (i) made a request to any Rating Agency for such Rating
Agency Confirmation and (ii) within ten Business Days of such request being posted on the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) such Requesting Party shall be required
to promptly request the related Rating Agency Confirmation again, and (y) if there is no response to either such Rating Agency
Confirmation request within five Business Days of such second request, then (i) with respect to any condition in any Mortgage
Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of
the Mortgage Loan, the requirement to obtain Rating Agency Confirmation shall be considered not to apply with respect to such
Rating Agency for such action at such time (as if such requirement did not exist for such matter at such time), other than such
a requirement with respect to the replacement of the Servicer or Special Servicer, and (ii) with respect to replacement of the
Servicer or Special Servicer, such condition shall be deemed not to apply if (A) in the event S&P is the non-responding Rating
Agency, if the replacement servicer or special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, and (B) in the


 






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event
Morningstar is the non-responding Rating Agency, if the replacement servicer or special servicer is acting as servicer or special
servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within the 12-month period
prior to the date of determination, and Morningstar has not qualified, downgraded or withdrawn the then-current rating on any
class of commercial mortgage securities issued in any such securitization or placed any class of commercial mortgage securities
issued in any such securitization on watch citing the continuation of such replacement servicer or special servicer as servicer
or special servicer, as applicable, of such commercial mortgage securities as the sole or material factor in such rating action),
as applicable. Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed
above following any requirement to obtain Rating Agency Confirmation being considered satisfied as described in the immediately
preceding sentence, the Servicer or Special Servicer, as applicable, shall be required to provide written notice to the 17g-5
Information Provider, who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to this Agreement.


 


Any
Rating Agency Confirmation request made by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as
applicable, pursuant to this Agreement, shall be made in writing (which may be in electronic form), which writing shall contain
a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, as applicable, reasonably deems necessary for the Rating Agency
to process such request. Such written Rating Agency Confirmation request shall be provided (in electronic format reasonably acceptable
to the 17g-5 Information Provider) to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request
on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b).


 


Promptly
following the Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.27 following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or Special Servicer,
as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular
item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website
in accordance with Section 8.14(b).


 




(b)           
Notwithstanding the terms of the related Mortgage Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement,
with respect to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing
and administration of the Mortgage Loan or any 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 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 Companion Loan Securities will be subject to, will be permitted to be waived by the Servicer and the Special Servicer on,
and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations,


 






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as
set forth in this Agreement; provided, that the 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 counterpart (i.e., the master servicer
or special servicer, as applicable), the 17g-5 Information Provider’s counterpart, or such other party or parties (as are
agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization
Trust), at the expense of the Other Securitization Trust to the extent not borne by the Borrowers, and in such format as the sender
and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at approximately the
same time that the request for Rating Agency Confirmation with respect to the applicable Relevant Action is sent to the 17g-5
Information Provider, (ii) all materials forwarded to the 17g-5 Information Provider under this Agreement in connection with
seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time that such materials
are forwarded to the 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.
The Servicer or the Special Servicer, as applicable, may (but is not obligated to) send the request for a Companion Loan Rating
Agency Confirmation (and the related materials sent to the 17g-5 Information Provider’s counterpart in connection therewith)
to the applicable Companion Loan Rating Agency following the earlier of (a) receipt of notification from the Rule 17g-5 Information
Provider's counterpart that such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider
counterpart’s website and (b) the second Business Day after it has provided such information, report, notice or other document
to the Rule 17g-5 Information Provider counterpart.


 


Each
of the 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 17g-5 Information Provider’s counterpart for the Other Securitization Trust, in each case solely to
the extent known to it.


 


3.28         
Approval of Annual Budget. The Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer and
the Special Servicer, as applicable, shall respond to any request by the Borrower Parties under Section 4.12 of the Mortgage Loan
Agreement for written approval of the Annual Budget.


 


3.29         
  [RESERVED]


 


3.30         
Compensating Interest Payments. The Servicer shall deliver to the Certificate Administrator for deposit in the Lower Tier
Distribution Account (or to the related Companion Loan Holder, in the case of Compensating Interest Payments with respect to a
Companion Loan) on each Remittance Date, without any right of reimbursement thereafter, a cash payment (a “Compensating
Interest Payment”) in an amount, with respect to the Trust Loan and each Companion Loan, equal to the lesser of (i)
the amount of any Prepayment Interest Shortfall incurred in connection with a voluntary Prepayment received in respect of the
Mortgage Loan during the related Collection Period prior to the Payment Date in that Collection Period (unless the Mortgage Loan
is subject to a Mortgage Loan Event of Default, the Special Servicer allowed the prepayment on a date other than the related Payment
Date, or such payment


 






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was
made pursuant to a court order or in connection with the receipt of insurance proceeds or condemnation proceeds), and (ii) the
aggregate of its Servicing Fees (calculated for this purpose at a rate of 0.0025% (0.25 basis point) per annum) for the
related Distribution Date; provided that, notwithstanding the foregoing, if a Prepayment Interest Shortfall occurs as a result
of the Servicer allowing the Borrowers to deviate from the terms of the Mortgage Loan Documents regarding principal prepayments
(other than (w) subsequent to a Mortgage Loan Event of Default, (x) pursuant to applicable law or a court order, (y) in
connection with the receipt of Insurance Proceeds or Condemnation Proceeds, or (z) at the request or with the consent of
the Special Servicer), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the
amount in clause (ii) above will also include the remaining Servicing Fees for the related Distribution Date and, to the extent
earned on Prepayments, Net Investment Earnings payable to the Servicer for the related Certificate Interest Accrual Period. In
no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.


 


4.                 
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS


 


4.1             
Distributions. (a)  On each Distribution Date, to the extent of Certificate Available Funds, amounts held in
the Distribution Account shall be withdrawn and paid in the following amounts:


 


first,
to the Class A and Class X Certificates in respect of interest, up to, and pro rata, in accordance with the respective
Interest Distribution Amounts for such Classes and such Distribution Date;


 


second,
to the Class A Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount
for such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


third,
to the Class A Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


fourth,
to the Class B Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


fifth,
to the Class B Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


sixth,
to the Class B Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


seventh,
to the Class C Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


eighth,
to the Class C Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 






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ninth,
to the Class C Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


tenth,
to the Class D Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


eleventh,
to the Class D Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


twelfth,
to the Class D Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


thirteenth,
to the Class E Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


fourteenth,
to the Class E Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


Fifteenth,
to the Class E Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


sixteenth,
to the Class F Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution
Date;


 


seventeenth,
to the Class F Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for
such Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


eighteenth,
to the Class F Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not
reimbursed on prior Distribution Dates; and


 


nineteenth,
to the Class R Certificates, any remaining amounts


 


In
no event will any Class of Principal Balance Certificates receive distributions in reduction of its Certificate Principal Balance
which in the aggregate exceed the initial Certificate Principal Balance of such Class.


 


(b)           
On each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually
distributable to its respective Related Certificates as provided in Section 4.1(a).


 


(c)           
On each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of interest
in an amount equal to the sum of (i) (A) in the case of the Class LA Uncertificated Interest, the Interest Distribution Amount
in


 






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respect
of its Related Certificates, plus the portion of the Interest Distribution Amount in respect of the Class X Certificates
calculated based on the Class X Strip Rate for, and the Certificate Balance of, the Class A Certificates, in each case to the
extent actually distributable thereon as provided in Section 4.1(a), (B) in the case of the Class LB Uncertificated
Interest, the Interest Distribution Amount in respect of its Related Certificates, plus the portion of the Interest Distribution
Amount in respect of the Class X Certificates calculated based on the Class X Strip Rate for, and the Certificate Balance of,
the Class B Certificates, in each case to the extent actually distributable thereon as provided in Section 4.1(a); (C)
in the case of the Class LC Uncertificated Interest, the Interest Distribution Amount in respect of its Related Certificates,
plus the portion of the Interest Distribution Amount in respect of the Class X Certificates calculated based on the Class X Strip
Rate for, and the Certificate Balance of, the Class C Certificates, in each case to the extent actually distributable thereon
as provided in Section 4.1(a); (D) in the case of the Class LD Uncertificated Interest, the Interest Distribution Amount
in respect of its Related Certificates, plus the portion of the Interest Distribution Amount in respect of the Class X Certificates
calculated based on the Class X Strip Rate for, and the Certificate Balance of, the Class D Certificates, in each case to the
extent actually distributable thereon as provided in Section 4.1(a); and (E) in the case of each of the Class LE Uncertificated
Interest and the Class LF Uncertificated Interest, the Interest Distribution Amount in respect of the Related Certificates, in
each case to the extent actually distributable thereon as provided in Section 4.1(a). Amounts distributable pursuant
to this paragraph and Section 4.1(b) are referred to herein collectively as the “Lower-Tier Distribution
Amount”, and shall be deemed to be made by the Certificate Administrator by the Certificate Administrator being deemed
to deposit such Lower-Tier Distribution Amount into the Upper-Tier Distribution Account on each Distribution Date.


 


As
of any date, the principal balance of each Uncertificated Lower-Tier Interest will equal its Lower-Tier Principal Amount. The
Pass-Through Rate with respect to each Uncertificated Lower-Tier Interest will be the rate per annum set forth in the Introductory
Statement hereto.


 


Any
amount that remains in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution
Amount shall be distributed to the Holders of the Class R Certificates (in respect of the Class LT-R Interest, but only
to the extent of the amount remaining in the Lower-Tier Distribution Account, if any).


 


(d)           
All amounts distributable to a Class of Certificates pursuant to Section 4.1(a) and/or Section 4.3(a)
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 to each Certificateholder of record
at the close of business on the related Record Date by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor, provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to
the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate will be made in like
manner, but only upon presentment and


 






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surrender
of such Certificate at the location specified by the Certificate Administrator in the notice to Certificateholders of such final
distribution.


 


(e)           
The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Class of Certificates is expected to be made, post a notice on the Certificate
Administrator’s Website pursuant to Section 8.14(b), deliver such notice to the 17g-5 Information Provider (who
shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and 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
shall 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 Certificate from and after the Interest Accrual Period related to
such Distribution Date.


 


(f)           
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 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 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. All such amounts shall
be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two year period following such
second notice, notwithstanding any termination of the Trust. If within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable to the Holders
thereof 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, at which time
such amounts shall be distributed to the Depositor. 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 4.1(f). Any such amounts transferred
to the Certificate Administrator may, but need not be, invested in Permitted Investments and all income and gain realized from
investment of such funds shall be for the benefit of the Certificate Administrator. In the event the Certificate Administrator
is permitted or required to invest any amounts in


 






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Permitted
Investments under this Agreement, whether in its capacity as Certificate Administrator or in the event of its assumption of the
duties of, or becoming the successor to, the Servicer or the Special Servicer, as applicable, in accordance with the terms of
this Agreement, it shall invest such amounts in Permitted Investments under clause (i) of the definition of Permitted
Investments.


 


(g)           
The Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as
the Trust has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to recompile,
recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and,
in the absence of manifest error in such information, may conclusively rely upon it.


 


(h)           
On each Distribution Date, any Realized Loss allocated to the Trust Loan in accordance with the Co-Lender Agreement shall be allocated
to the respective Classes of Principal Balance Certificates in Reverse Sequential Order, in each case until the Certificate Balance
of the subject Class has been reduced to zero.


 


Allocations
of Realized Losses to the Class LA, Class LB, Class LC or Class LD Uncertificated Interest shall result in a corresponding
reduction in the Notional Balance of the Class X Certificates. Allocations of Realized Losses to any Class of Principal Balance
Certificates shall be deemed to result in a corresponding reduction of the Lower-Tier Principal Amount of the Related Uncertificated
Lower-Tier Interest.


 


4.2             
Withholding Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with
all federal withholding requirements with respect to payments to Certificateholders that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders shall not be required for any such withholding. In the
event the Certificate Administrator withholds any amount from interest payments or advances thereof to any Certificateholder pursuant
to federal withholding requirements, amounts so withheld shall be treated as having been entirely distributed to such Certificateholder,
and the Certificate Administrator shall indicate the amount withheld to such Certificateholder through a report. 


 


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


 






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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.


 


4.3             
Allocation and Distribution of Default Yield Maintenance Premiums.


 


(a)           
On each Distribution Date, the Certificate Administrator shall withdraw any Default Yield Maintenance Premiums collected in respect
of the Mortgage Loan during the related Collection Period and allocable to the Trust Loan pursuant to the Co-Lender Agreement,
and shall distribute such withdrawn amounts to the Holders of the following Classes of Certificates in the following manner: (i) the
Holders of each Class of Class A, Class B, Class C and Class D Certificates shall be entitled to receive on each Distribution
Date an amount of Default Yield Maintenance Premiums with respect to prepayments of the Trust Loan, equal to the product of (a) a
fraction whose numerator is the amount of principal distributed to such Class on such Distribution Date and whose denominator
is the total amount of principal distributed to all of the Class A, Class B, Class C and Class D Certificates representing principal
prepayments in respect of the Trust Loan on such Distribution Date, (b) the Base Interest Fraction for the related principal
prepayment and such Class of Certificates, and (c) the Default Yield Maintenance Premium collected during the related
Collection Period and allocable to the Trust Loan, (ii) any Default Yield Maintenance Premium collected during the related
Collection Period and allocable to the Trust Loan remaining after such distributions shall be distributed to the Class X
Certificates so long as the Class A, Class B, Class C or Class D Certificates are outstanding (including, if applicable, the Distribution
Date on which the Certificate Balances of the Class A, Class B, Class C and Class D Certificates is reduced to zero), and (iii)
on any Distribution Date after the Certificate Balances of the Class A, Class B, Class C and Class D Certificates is reduced to
zero, any Default Yield Maintenance Premium collected during the related Collection Period and allocable to the Trust Loan shall
be distributed to the Class X Certificates. If there is more than one Class of Class A, Class B, Class C and Class D Certificates
entitled to distributions of principal on any particular Distribution Date on which Default Yield Maintenance Premiums are distributable,
the aggregate amount of such Default Yield Maintenance Premium shall be allocated among all such Classes of Class A, Class B,
Class C and Class D Certificates up to, and on a pro rata basis in accordance with, their respective entitlements thereto
in accordance with the first sentence of this Section 4.3(b).


 


(b)           
All Default Yield Maintenance Premiums so distributed shall be deemed to have been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of the Class LA Uncertificated Interest, Class LB Uncertificated Interest, Class LC Uncertificated
Interest, Class LD Uncertificated Interest, Class LE Uncertificated Interest and/or Class LF Uncertificated Interest, pro rata
in accordance with their respective Lower-Tier Principal


 






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Amounts
outstanding immediately prior to the applicable Distribution Date, whether or not any such Uncertificated Interest, as applicable,
has received all distributions of interest and principal to which it is entitled.


 


(c)           
No Default Yield Maintenance Premiums shall be distributed to the Holders of the Class E, Class F or Class R Certificates.


 


4.4           Statements to Certificateholders. (a)  On each Distribution Date, based in part on information provided by the
Servicer and/or the Special Servicer, as applicable, the Certificate Administrator shall prepare and make available pursuant to
Section 8.14(b) to any Privileged Person a statement in respect of the distributions on such Distribution Date (a
“Distribution Date Statement”) in the form of Exhibit O setting forth:


 


                             (i)             for each Class of Regular Certificates
the amount of the distributions made on such Distribution Date allocable to interest at the Pass-Through Rate and the amount allocable
to principal (separately identifying the amount of any principal payments (and specifying the source of such payments)), and the
amount of interest paid on Advances from Default Interest and allocable to such Class;


 


                             (ii)            if the distribution to the Holders
of any Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient
Certificate Available Funds, the amount of the shortfall allocable to such Class, stating separately the amounts allocable to
principal and interest;


 


                             (iii)           the amount of any Monthly Debt
Service Payment Advance for such Distribution Date;


 


                             (iv)           the Certificate Balance or Notional
Balance, as the case may be, of each Class of Regular Certificates after giving effect to any distribution in reduction of the
Certificate Balance or Notional Balance, as the case may be, on such Distribution Date;


 


                             (v)            the principal balance of the Trust
Loan and any Companion Loan (in each case including, without limitation, all or any portion thereof that constitutes an REO Mortgage
Loan) and the Certificate Balance or Notional Balance of each Class of Regular Certificates as of the end of the Collection Period
for such Distribution Date;


 


                             (vi)           the aggregate amount of Unscheduled
Payments (and the source of such payments) made during the related Collection Period;


 


                             (vii)          identification of any Mortgage
Loan Event of Default, Special Servicing Loan Event, Servicer Termination Event or Special Servicer Termination Event under this
Agreement, that in any case has been declared as of the close of business on the second Business Day prior to the end of the immediately
preceding calendar month;


 


                             (viii)         the amount of the servicing compensation
(other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect to such Distribution Date, separately
listing any Liquidation Fees or Work-out Fees and any other Borrower Party charges retained by the Servicer or the Special Servicer,
and the amount of compensation


 






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              paid
to the Servicer, the Special Servicer, the Certificate Administrator and the Trustee, separately listing the Certificate Administrator
Fee (which includes the Trustee Fee) and the Special Servicing Fee;


 


                             (ix)           the number of days the Borrower
Parties are delinquent in the event that the Borrower Parties are delinquent at least 30 days and the date upon which any
foreclosure proceedings have been commenced;


 


                             (x)            a list of each Property that as
of the close of business on the Payment Date immediately preceding such Distribution Date had become a Foreclosed Property;


 


                             (xi)           information with respect to any
declared bankruptcy of any Borrower Party;


 


                             (xii)          as to any item of collateral for
the Mortgage Loan released, liquidated or disposed of during the related Collection Period, the identity of such item and the
amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection Period;


 


                             (xiii)         a list of conveyances or transfers
of Properties by the Borrower Parties as of the end of the related Collection Period;


 


                             (xiv)         the aggregate amount of all Advances,
if any, not yet reimbursed as of the end of the related Collection Period;


 


                             (xv)          the amount of any reimbursement
of Nonrecoverable Advances paid to the Servicer during the related Collection Period;


 


                             (xvi)         an itemized report identifying
any Appraisal Reduction Amount;


 


                             (xvii)        the amount of Default Interest,
if any, and late payment charges, if any, paid by the Borrower Parties during the related Collection Period;


 


                             (xviii)       the aggregate amount of Borrower
Reimbursable Trust Fund Expenses;


 


                             (xix)         the amount of Default Yield Maintenance
Premiums, if any, collected during the related Collection Period and distributed on such Distribution Date to the Holders each
Class of the Class X Certificates;


 


                             (xx)          the information required by Rule
15Ga-1(a), as promulgated under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase
for breach of the related representations and warranties;


 


                             (xxi)         the amount of any CREFC®
Licensing Fee payable on the related Remittance Date with respect to the related Interest Accrual Period;


 


                             (xxii)        an itemized listing of any Disclosable
Special Servicer Fees received by the Special Servicer or any of its affiliates during the related Collection Period to the


 






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                extent
provided to the Certificate Administrator by the Special Servicer pursuant to this Agreement; and


 


                             (xxiii)        identification of the commencement
of a Consultation Period or a Consultation Termination Period, and of the termination of a Control Period or Consultation Period.


 


The
Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator may agree to enhance the reporting
requirements of the Distribution Date Statement without Certificateholder approval, except that during a Control Period, no such
enhancement shall, unless required by applicable law, remove any restriction pertaining to the dissemination of Privileged Information
(including any Final Asset Status Report and communications between the Special Servicer and the Controlling Class Representative)
without the prior written consent of the Controlling Class Representative.


 


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 Certificateholder upon written request to the Certificate Administrator, a statement
containing the information set forth in clauses (i), (ii) and (iv) above as to the applicable Class,
aggregated for such calendar year or applicable portion of such year during which such Person was a Certificateholder, together
with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Beneficial
Owner of a Certificate reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year.
Such obligation of the Certificate Administrator shall be deemed to have been satisfied to 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.


 


(b)           
The Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons on each Distribution
Date pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide such information to
the Certificateholders or any other person shall be contingent on the Certificate Administrator’s receipt of such information
from the Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information
provided to it by the Servicer or the Special Servicer without independent verification. To the extent that the information required
to be furnished by the Servicer is based on information required to be provided by the Restricted Parties or the Special Servicer,
the Servicer’s obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt
of such information from the Restricted Parties or the Special Servicer, as applicable. To the extent that information required
to be furnished by the Special Servicer is based on information required to be provided by the Restricted Parties, the Special
Servicer’s obligation to furnish such information shall be contingent upon receipt of its receipt of such information from
the Restricted Parties. The Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall be entitled to
rely on information supplied by the Restricted Parties without independent verification.


 


The Certificate Administrator shall, to the extent
provided to it by the Servicer in electronic format, make available to Non-Restricted Privileged Persons pursuant to Section 8.14(b)
reports or analyses of net operating income from the Property. Such net


 



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operating
income reports or analyses shall be prepared pursuant to Section 3.18 hereof by the Servicer in CREFC®
format based on the quarterly, annual and periodic statements and rent rolls with respect to the Property obtained by the Servicer
from the Restricted Parties.


 


At
the reasonable request and authorization by the Depositor, the Certificate Administrator may make available on the Certificate
Administrator’s Website to any Non-Restricted Privileged Person certain other information with respect to the Mortgage Loan
(subject to the limitations of Section 3.18) and will provide such information to the 17g-5 Information Provider (who
shall post it to the 17g-5 Information Website pursuant to Section 8.14(b)).


 


In
addition, the Certificate Administrator shall make available on the Certificate Administrator’s Website such information
as set forth in Section 8.14(b) herein.


 


4.5              Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum.


 


(a)              The Certificate Administrator shall make available to Non-Restricted Privileged Persons only, the Investor Q&A Forum. The
“Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where
Non-Restricted Privileged Persons may (i) submit questions to the Certificate Administrator relating to the Distribution
Date Statement, or submit questions to the Servicer or the Special Servicer, as applicable, relating to the reports being made
available pursuant to Section 8.14(b)(ii)(B), the Mortgage Loan or the Properties (each an “Inquiry”
and collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered,
together with the answers thereto. Upon receipt of an Inquiry from a Non-Restricted Privileged Person for the Servicer or the
Special Servicer, as applicable, the Certificate Administrator shall forward such Inquiry to the appropriate person at the Servicer
or the Special Servicer, as applicable (as identified to the Certificate Administrator by the Servicer or the Special Servicer,
as applicable), in each case via email within a commercially reasonable period of time following receipt of such Inquiry. Following
receipt of an Inquiry, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless such party determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Servicer or the Special Servicer,
as applicable shall be by email to the Certificate Administrator. The Certificate Administrator shall post (within a commercially
reasonable period of time 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 Servicer or the Special Servicer, as applicable,
determines, in its respective sole discretion, that (i) any Inquiry is not of a type described above, (ii) answering
any Inquiry would not be in the best interests of the Trust, the Certificateholders and/or any Companion Loan Holder, (iii) answering
any Inquiry would be in violation of applicable law, the Mortgage Loan Documents or this Agreement, (iv) answering the Inquiry
would, or is reasonably expected to, result in the waiver of attorney-client privilege or the disclosure of attorney work product,
(v) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to,
the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry
would or is reasonably expected to require the disclosure of Privileged Information, or (vii) answering any Inquiry is otherwise,
for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Servicer or the Special
Servicer shall promptly notify


 






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the Certificate Administrator of such determination. The Certificate Administrator shall notify
the Person who submitted such Inquiry in the event that the Inquiry shall not be answered. Any notice by the Certificate Administrator
to the Person who submitted an Inquiry that shall not be answered shall include the following statement: “Because the Trust
and Servicing Agreement provides that the Certificate Administrator, the Servicer and the Special Servicer shall not answer an
Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
in the Trust and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan Documents
or the Trust and Servicing Agreement, (iv) answering any Inquiry that would, or could reasonably be expected to, result in
the waiver of attorney-client privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Servicer or
the Special Servicer, as applicable, (vi) answering any Inquiry would or is reasonably expected to require the disclosure
of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should
or may be drawn from the fact that the Certificate Administrator, the Servicer or the Special Servicer has declined to answer
the Inquiry.” Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and shall not be
deemed to be answers from any of the Depositor, the Initial Purchasers or any of their respective Affiliates. None of the Initial
Purchasers, Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their respective
Affiliates shall certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility
or liability for the content of any such information. 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. No party shall post or otherwise disclose direct communications with the Controlling
Class Representative as part of its response to any Inquiries; provided, that the Certificate Administrator shall have no obligation
to review any inquiry or answer received by it for posting to the Investor Q&A Forum to determine if such inquiry or answer
contains any such direct communication with the Controlling Class Representative, or otherwise to consult with the party from
whom such Inquiry or answer is received to confirm the same, and the Certificate Administrator shall have no liability in connection
with its posting to the Investor Q&A Forum of any Inquiry or answer containing such direct communication. The Investor Q&A
Forum shall not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website. In addition to the Certificate Administrator’s receipt of the Investor Certification to confirm that such person
is a Non-Restricted Privileged Person, the Certificate Administrator may require acceptance of a waiver and disclaimer for access
to the Investor Q&A Forum.


 


(b)              
The Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner, 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 shall 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


 






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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 email 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 shall 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.


 


(c)              
The Distribution Date Statements, CREFC® Reports and any supplemental notices thereto, shall be provided by the
Certificate Administrator to certain market data providers upon the consent of the Depositor, and upon receipt by the Certificate
Administrator from such person of a certification in the form of Exhibit N hereto, which certification may be submitted
electronically. The Depositor hereby consents to the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex
Solutions, Inc., Markit and BlackRock Solutions, and the provision of such information shall not constitute a breach of this
Agreement by the Certificate Administrator.


 


(d)              
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit inquiries to the Certificate Administrator relating to the Distribution
Date Statement, (ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties, (iii) submit requests for loan-level reports and information (each such submission, a “Rating Agency
Inquiry”) or (iv) view Rating Agency Inquiries that have been previously submitted and answered, together with
the responses thereto. Upon receipt of a Rating Agency Inquiry for the Servicer, the Special Servicer or the Certificate Administrator,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person, in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider,
the Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating
Agency Inquiry as provided below, shall reply by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall
post (within a commercially reasonable period of time following of receipt of such response) such Rating Agency Inquiry and the
related response (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. If the Certificate
Administrator, the Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any
Rating Agency Inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement or the applicable
Mortgage Loan Documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of
an attorney-client privilege with, or the disclosure of attorney work product of, any counsel engaged by the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, as applicable, or (iii)(A) answering any Rating Agency Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the
Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Servicer or the Special


 






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Servicer,
as applicable, determines in accordance with the Accepted Servicing Practices (or in good faith, in the case of the Certificate
Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties
in its capacity as Certificate Administrator, Servicer or Special Servicer, as applicable, under this Agreement, it shall not
be required to answer such Rating Agency Inquiry and, in the case of the Certificate Administrator, the Servicer or the Special
Servicer, shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5 Information Provider
shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum
and Document Request Tool. The 17g-5 Information Provider shall not be liable for the failure by any other such Person to so answer.
Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO.
Answers posted on the Rating Agency Q&A Forum and Document Request Tool shall be attributable only to the respondent, and
shall not be deemed to be answers from any other person. None of the Initial Purchasers, Depositor, or any of their respective
Affiliates shall certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no
such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information Provider
shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that
the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency
Q&A Forum and Document Request Tool shall not reflect questions, answers and other communications that are not submitted via
the 17g-5 Information Provider’s Website. In addition to the Certificate Administrator’s receipt of the Investor Certification
to confirm that such person is a Non-Restricted Privileged Person, the Certificate Administrator may require acceptance of a waiver
and disclaimer for access to the Rating Agency Q&A Forum and Document Request Tool.


  


5.                 
THE CERTIFICATES


 


5.1               The Certificates.


 


(a)               The Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-8 hereto,
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.


 


(b)              
The Certificates of each Class of Principal Balance Certificates shall be issued in minimum denominations of $100,000 and integral
multiples of $1 in excess of $100,000. The Class X Certificates shall be issued, maintained and transferred only in minimum
denominations of authorized initial Notional Balance of not less than $1,000,000 and in integral multiples of $1 in excess thereof.
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.


 






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(c)             
One authorized signatory shall sign the Certificates for the Certificate Registrar 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 Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (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.


 


5.2             
Form and Registration. (a) The Regular Certificates of each Class thereof may be sold to Non-U.S. Securities Persons
in offshore transactions in reliance on Regulation S under the Act. Such certificates 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 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 the Euroclear System (“Euroclear”) and/or Clearstream
Banking, société anonyme (“Clearstream”). Prior to the expiration of the 40-day period commencing
on the later of the commencement of the offering of the Certificates and the Closing Date (the “Restricted Period”),
beneficial interests in each Temporary Regulation S Global Certificate may be held through Euroclear, Clearstream or any
other Depository Participant. 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 (a “Regulation S
Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.3(f). 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 Administrator by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions
due in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders
of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same
Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate
or a Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of
the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)              
The Regular Certificates of each Class thereof (other than the Class R Certificates) offered and sold to QIBs in reliance
on Rule 144A under the Act (“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” and, together with the Temporary Regulation S Global Certificates
and the Regulation S Global Certificates, the “Global Certificates”), which shall be


 






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deposited with the
Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of
the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Global Certificate may from
time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository,
as hereinafter provided.


 


(c)              
The Regular Certificates of each Class thereof that are initially offered and sold in the United States to investors that are
Institutional Accredited Investors that are not QIBs 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 Depositor advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities or continue as depository with respect to the Global Certificates of such Class
or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate and appoint a qualified
successor within 90 days of such notice or (ii) the Certificate Administrator or the Trustee has instituted or has been
directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders and the Certificate Administrator
or the Trustee, as the case may be, has been advised by counsel that in connection with such proceeding it is necessary or appropriate
for the Certificate Registrar to obtain possession of the related Certificates; provided, however, that under no
circumstances shall Definitive Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate.
Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any
Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate
of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates
of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A
Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate
Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


5.3             
Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be
kept at the Corporate Trust Office 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 Regular Certificates of each Class thereof represented by a
Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate,
respectively, and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Trustee,
the Depositor, the Servicer and the Special Servicer any notices from the Certificateholders.


 






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(b)              
Subject to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of
any Certificate, the Certificate Registrar 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. No transfer
of any Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the 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.


 


(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 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 a Person who is required
to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such
holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.7 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Administrator 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 C hereto given by the holder of such beneficial interest stating that
the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates
and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce,
or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased,
the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the
Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)              
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the
Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time
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 a Person who 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


 






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Certificate. Upon receipt by the Certificate Administrator, as registrar, at its office designated in Section 5.7
hereof, 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 D hereto given by the holder of
such beneficial interest stating (A) 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, (B) that the Certificate
being transferred is not a “restricted security” as defined in Rule 144 under the Act or (C) that the transferee
is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S
Global Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose
an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global
Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by
the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or
cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A
Global Certificate that is being exchanged or transferred.


 


(e)               
Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Global Certificate or Regulation S Global Certificate for an interest in 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 Administrator, as registrar, at its office designated in Section 5.7 hereof,
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,
a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest and stating that the


 






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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 QIB and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance
of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be
exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause
to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global
Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S
Global Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest
in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)               
Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S
Global Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit F hereto 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. The Certificate Registrar shall effect such exchange by delivering to the Depository for
credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests
in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary Regulation S
Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so
exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the
Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)               
Non-Book Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (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 a Person who 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


 






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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 5.7 hereof, of (1) such Non-Book Entry Certificate, duly endorsed
as provided herein, (2) instructions from such Holder directing the Certificate Registrar, as registrar, to credit, or cause
to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of
the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with
the Depository to be credited with such increase and (3) a certificate in the form of Exhibit G-1 hereto (in
the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit G-2
hereto (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of
Exhibit G-3 hereto (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,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Global Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged
and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the
applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)               
No Exchanges of Global Certificates to Non-Book Entry Certificates. Subject to the issuance of Definitive Certificates
if and when permitted by Section 5.2(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest
in any Rule 144A Global Certificate, Temporary Regulation S Global Certificate or Regulation S Global Certificate
(or any portion thereof). No Non-Book Entry Certificates (other than the Class R Certificates) were issued in connection with
the initial offering of the Certificates.


 


(i)                
Other Exchanges. If a Global Certificate is exchanged for Definitive Certificates if and when permitted by Section 5.2(d),
then such Definitive Certificates, as well as in all cases the Class R Certificates, may not be transferred unless: (i) the Certificate
Registrar received (A) a certificate from the proposed transferor substantially in the form attached as Exhibit H-1 to this Agreement
and an investment representation letter from the proposed transferee substantially in the form attached as Exhibit H-2 to
this Agreement or (B) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the 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 (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Servicer, the Special Servicer,
the Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as such);
or (ii) such transfer is otherwise in accordance with such procedures as are substantially consistent with the provisions of clause (g)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or, except
in the case of a transfer of Class R Certificates, Regulation S under the Act, as the case may be) and such other procedures
as may from time to time be adopted by the Certificate Registrar.


 






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(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 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 Certificates so issued shall bear
the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Act or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted”
within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall
authenticate and deliver Certificates that do not bear such legend.


 


(l)               
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)             
No Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be an employee
benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code (each,
a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate.
Each prospective transferee of a Class R Certificate or an ERISA Restricted Certificate in the form of a Definitive Certificate
shall deliver to the transferor, the Certificate Registrar and the Trustee a representation letter, substantially in the form
of Exhibit J, stating that (i) the prospective transferee is not a Plan or a person acting on behalf of or using
the assets of a Plan or (ii) only in the case of an ERISA Restricted Certificate in the form of a Definitive Certificate, (1)
such purchaser or transferee is an insurance company, (2) 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 (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied. 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 to any Person acting
on behalf of any such Plan or using the assets of a Plan to purchase such ERISA Restricted Certificate or interest therein, 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 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) subject to any federal, state or local law that is, to a material extent,
similar to the fiduciary 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 if its acquisition, holding and disposition
of such Certificate would constitute or otherwise result in a non-exempt violation of Similar Law. Each beneficial owner of a
Certificate (other than a Class R Certificate) or any interest therein will be


 






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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 an entity using assets of a Plan, (ii)
in the case of a Certificate other than an ERISA Restricted Certificate, it has acquired and is holding the Offered 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 Offered Certificates must be rated, at the time of purchase, not lower than “BBB-”
(or its equivalent) by a credit rating agency which meets the requirements of the Underwriter Exemption and that such Offered
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 (as defined in Section 3(32) of ERISA) 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 by the purchaser will not constitute or otherwise result in a non-exempt
violation of Similar Law. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void
ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 


(n)               
Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual
Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual
Ownership Interest are expressly subject to the following provisions:


 


                             (i)               Each Person acquiring or holding
any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual Ownership Interest
as agent (including a broker, nominee or other middleman) on behalf of any Person that is 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 of a Residual Ownership Interest 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 and any subsequent transfer thereof
by the Initial Purchasers to any of their affiliates, 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 I-1 (a “Transferee


 






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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 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 shall 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 shall 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 abide
by the provisions of this Section 5.3(n) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit I-2 (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 (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 Section 860E(e) of the Code 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 issued as Definitive Certificates, and transferred to and owned by QIBs.


 






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5.4             
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 such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Certificate Registrar shall 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 5.4, the Certificate Registrar may require the payment of a sum
sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.4 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.


 


5.5             
Persons Deemed Owners. The Servicer, the Special Servicer, 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
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar or 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 with an Investor Certification in the form of Exhibit K-1 from a Non-Restricted Privileged Person (including
a Beneficial Owner or prospective transferee), such party to this Agreement shall distribute such report, statement or other information
to such Non-Restricted Privileged Person.


 


5.6             
Access to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall maintain
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders.
If any Certificateholder that has provided an Investor Certification in the form of Exhibit K-1 (a) requests in writing
from the Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (c) provides a copy of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten Business Days after the receipt of such request, afford such Certificateholder access during normal business
hours to a current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that
the Certificate Registrar and the Certificate Administrator shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of the source from which such information was derived.
The Depositor, the Servicer, the Special Servicer and the Trustee shall be entitled to a list of the names and addresses of Certificateholders
from time to time upon request therefor.


 


Upon
the written request of any Certificateholder that (a) has provided an Investor Certification in the form of Exhibit K-1,
(b) states that such Certificateholder desires the


 






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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 (a “Special Notice”) and (c) provides a copy
of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator shall post such Special
Notice to the Certificate Administrator’s Website pursuant to Section 8.14(b) and shall mail such Special Notice
to all Certificateholders (other than any Certificateholder that is a Borrower Party, an Affiliate of a Borrower Party or a Property
Manager or an agent of one or more of the foregoing) at their respective addresses appearing on the Certificate Register. The
costs and expenses of the Certificate Administrator associated with delivering 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.


 


5.7             
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:
Global Transaction Services - CGBAM Commercial Mortgage Trust 2015-SMRT, as its office for such purposes. The Certificate Registrar
shall give prompt written notice to the Certificateholders and the Borrower Parties of any change in the location of the Certificate
Register or any such office or agency.


 


6.                 
THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER


 


6.1             
Respective Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the Special
Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.


 


6.2             
Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep
in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance
with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.


 


Any
Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business
of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder,
and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that such successor or surviving Person would not cause the then current rating
on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency
Confirmation delivered to the Certificate Administrator and the Trustee.


 






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Notwithstanding
the foregoing, if the Servicer or the Special Servicer is the surviving entity of such merger, consolidation or transfer, such
Person shall not be required to comply with any requirement to obtain a Rating Agency Confirmation or similar confirmation from
any Rating Agency.


 


6.3             
Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a)  None of the Depositor,
the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates
or agents shall be under any liability to the Trust or the Certificateholders or any Companion Loan Holder for any action taken
or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction
of Certificateholders or any Companion Loan Holders, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties
or representations made by it herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful
misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor,
the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates
or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers,
members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15
of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust
(and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other
costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan,
the Properties, or the Certificates (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this
Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance
of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification
shall survive the termination or resignation of the Depositor, Servicer or the Special Servicer. None of the Depositor, the Servicer
or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental
to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided,
however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which
it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and
costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled
to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the
Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Certificates
or of the


 






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proceeds of such Certificates or for the use or application by the Certificate Administrator of any funds remitted to
the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any
account (other than the Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer,
the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise
on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial
capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial
capacity).


 


In
addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special
Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein
on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the
requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special
Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient
of such information are the same Person or Affiliates) and by the Borrowers and shall have no duty to investigate or verify the
accuracy thereof.


 


(b)              
The Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the Trustee
or the Certificate Administrator under this Agreement. The Depositor may, but shall not be obligated to, enforce the obligations
of the Servicer and the Special Servicer, the Trustee and the Certificate Administrator under this Agreement. In addition, in
no event shall the Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC®
Licensing Fee to CREFC® (as described in Section 3.4(c)), to report any such CREFC®
Licensing Fee so paid (as described in Section 4.4(a)) or to make available any Distribution Date Statement
to any person (including, without limitation, CREFC®) (as described in Section 3.21).


 


(c)               
In order to comply with Applicable Laws, each of the Servicer and the Special Servicer may be required to obtain, verify and record
certain information relating to individuals and entities that maintain a business relationship with the Servicer or the Special
Servicer, as applicable. Accordingly, each of the parties hereto agrees to provide to the Servicer or the Special Servicer, 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 Servicer or the Special Servicer, as applicable, to comply with Applicable Laws.


 


6.4             
Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a)  In connection
with any resignation permitted pursuant to Sections 6.4(b) or in connection with the sale or transfer of a substantial
portion of their mortgage servicing or asset management portfolio, each of the Servicer and the Special Servicer may resign and
assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided
that:


 


                             (i)               the Person accepting such assignment
and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a


 



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net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the
United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special
Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator
an agreement in form and substance reasonably satisfactory to the Trustee and the Certificate Administrator, 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 Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement;
provided, however, to the extent such agreement modifies in any respect any of the covenants, terms or conditions
in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject
to the approval of the Trustee, such approval not to be unreasonably withheld, (C) shall make such representations and warranties
of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5, and (D)(x) during any Control
Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the
Special Servicer, has been appointed by the Controlling Class Representative, (y) during any Consultation Period, is reasonably
acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any Consultation Termination
Period, is reasonably acceptable to the Depositor and the Trustee;


 


                             (ii)               Rating Agency Confirmation has
been received;


 


                             (iii)             the Servicer or the Special Servicer,
as the case may be, 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 6.4(a);


 


                             (iv)             the rate at which any servicing
compensation (or any component thereof) is calculated shall not exceed the rate specified herein; and


 


                             (v)              the Servicer or the Special Servicer,
as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust, and the Rating Agencies for any
reasonable expenses of such assignment, resignation, sale or transfer.


 


Upon
satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the
Special Servicer, as the case may be, hereunder.


 


(b)              
Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign
from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no
longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried
on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall
be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator and, during any Control
Period and any Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the


 






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Special Servicer,
as applicable, under this Agreement shall become effective until the Trustee or another successor Servicer or Special Servicer,
as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable,
under this Agreement in accordance with Section 7.2; provided that, during any Control Period, the Controlling
Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d).


 


If
the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the
Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer
would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning
Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent
reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets
the requirements of this Section 6.4.


 


6.5             
Policies and Procedures.


 


Each
of the Servicer and the Special Servicer shall be required to maintain reasonable policies and procedures, taking into account
the nature of its respective business, to ensure that divisions and individuals of the Servicer or the Special Servicer, as applicable,
making Investment Decisions (such divisions and individuals, “Investment Personnel”) shall not obtain Confidential
Information from the divisions and individuals of the Servicer or the Special Servicer, as applicable, who are involved in the
performance of the duties of the Servicer or the Special Servicer, as applicable, (such divisions and individuals, “Servicing
Personnel”), under this Agreement, and the Servicing Personnel shall not obtain information regarding investments from
Investment Personnel. Each of the Servicer and the Special Servicer shall represent that policies and procedures restricting the
flow of information exist, and shall be maintained by it, between its Investment Personnel, on the one hand, and its Servicing
Personnel, on the other, and that such policies and procedures operate in both directions so as to include (a) policies and procedures
against the disclosure of Confidential Information from such Servicing Personnel to such Investment Personnel and (b) policies
and procedures against the disclosure of information regarding investments from Investment Personnel to Servicing Personnel. The
senior management each of the Servicer and the Special Servicer, as applicable, and/or its affiliate (consisting of the person
who heads CMBS servicing at it and management personnel of it and/or its affiliates who report (directly or indirectly) to such
person) who have obtained Confidential Information in the course of their exercise of general managerial responsibilities may
not participate in or use that information to influence Investment Decisions, nor may they pass that information to others for
use in such activities; nor may such senior management personnel who have obtained information regarding investments in the course
of their exercise of general managerial responsibilities use that information to influence servicing decisions or strategies or
otherwise affect the manner in which the Servicer and the Special Servicer, as applicable, performs its servicing duties. Each
of the Servicer and the Special Servicer, as applicable, shall be required to maintain procedures that are designed to result
in compliance with such policies. Notwithstanding anything herein to the contrary, the delivery or provision by the Servicer or
the Special Servicer of information or reports as required by, and in accordance with, this Agreement shall not constitute a violation
or default of this Section 6.5.


 






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The
Servicer and the Special Servicer shall afford the Trustee (on behalf of the Certificateholders), and the Depositor, upon reasonable
notice, during normal business hours access to all non-confidential, non-proprietary records, including those in electronic form,
documentation, records or any other information regarding the Mortgage Loan that are in its possession or control hereunder and
access to its officers responsible therefor. The Depositor shall not have any responsibility or liability for any action or failure
to act by the Servicer or the Special Servicer and is not obligated to supervise the performance of the Servicer and the Special
Servicer under this Agreement or otherwise.


 


6.6               Indemnification by the Servicer, the Special Servicer and the Depositor.


 


(a)               Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the
Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses
and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach
of any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as applicable, or any breach
by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Certificateholders
under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not
limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct
on the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations
or its negligent disregard of its obligations and duties under this Agreement.


 


(b)              
Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section 6.6(b),
an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion Loan Holder
and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section 6.6(b),
an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’
fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful
misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful
misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such
Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance
of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder.
Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination
of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust),
the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant
to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall deprive
the Depositor,


 






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the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust
provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments
made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court
of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not
to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.


 


7.                 
SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES


 


7.1              Servicer Termination Events; Special Servicer Termination Events.


 


(a)              “Servicer Termination Event,” or “Special Servicer Termination Event” wherever used herein
with respect to the Servicer or the Special Servicer, as the case may be, 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 Servicer or the
Special Servicer, as applicable, to remit any payment required to be made or remitted by it (other than Advances described under
clause (ii) below) when required to be remitted under the terms of this Agreement unless cured by (A) 11:00 a.m.,
New York time, on the first Business Day following the date on which such remittance was required to be made other than with
respect to any obligation of the Special Servicer and (B) close of business on the first Business Day following the date on which
such remittance was required to be made with respect to any obligation of the Special Servicer;


 


                             (ii)              any failure of the Servicer (a) to
make any Monthly Debt Service Payment Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance
Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (b) to make any Administrative
Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date that is not cured by 11:00 a.m.,
New York time, on the related Distribution Date, or (c) to make any Property Protection Advance required to be made
pursuant to this Agreement when the same is due and such failure continues unremedied for ten Business Days (or such shorter period
(not less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of real estate taxes or ground
rents) following the date on which the Servicer receives notice thereof;


   


                             (iii)              any failure by the Servicer or
the Special Servicer, as applicable, to observe or perform in any material respect any other 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 Servicer or the Special Servicer,
as applicable, by the Trustee or to the Servicer or the Special Servicer, as applicable, and Trustee by the Holders of Principal
Balance Certificates having greater than 25% of the


 






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aggregate Voting Rights of all then outstanding Principal Balance Certificates
or, if affected thereby, by any Companion Loan Holder; provided, however, that with respect to any such failure
that is not curable within such 30-day period, the Servicer or the Special Servicer, as applicable, shall have an additional cure
period of 30 days to effect such cure so long as the Servicer or the Special Servicer, as applicable, has commenced to cure
such failure within the initial 30-day period and has provided the Trustee with an officer’s certificate certifying that
it has diligently pursued, and is continuing to diligently pursue, such cure;


 


                             (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 Servicer or the Special Servicer, as applicable, and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; provided, however, with respect to any
such decree or order that cannot be discharged, dismissed or stayed within such 60 day period, the Servicer or the Special
Servicer, as applicable, shall have an additional period of 30 days to effect such discharge, dismissal or stay so long as
it has commenced proceedings to have such decree or order dismissed, discharged or stayed within the initial 60 day period
and has diligently pursued, and is continuing to pursue, such discharge, dismissal or stay;


 


                             (v)              the Servicer or the Special Servicer,
as applicable, 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
Servicer or the Special Servicer or of or relating to all or substantially all of its property;


 


                             (vi)              the 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 insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations;


 


                             (vii)            the Servicer or the Special Servicer,
as applicable, is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial
Mortgage Special Servicer, as applicable, and is not restored to such status on such list within 60 days;


 


                             (viii)           the Servicer or the Special Servicer,
as applicable, has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3” as a servicer or
special servicer, as applicable, and the Servicer or the Special Servicer, as applicable, is not reinstated to that ranking within
60 days (provided that if Morningstar has not issued a ranking with respect to such Servicer or Special Servicer, as applicable,
then the following shall constitute a Servicer Termination Event: such Servicer or Special Servicer, as applicable, was acting
as a servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency
within the


 






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12-month period prior to the date of determination (or in the case of the initial Servicer or the initial Special Servicer,
prior to the Closing Date), and Morningstar has qualified, downgraded or withdrawn the then-current rating or ratings on one or
more classes of any commercial mortgage securities issued in any such securitization publicly citing concerns with the Servicer
or Special Servicer as servicer or special servicer, as applicable, as the sole or material factor in such rating action with
respect to such commercial mortgage securities (and such qualification, downgrade, or withdrawal has not been withdrawn by Morningstar
within 60 days of such event));


 


                             (ix)              a Companion Loan Rating Agency
has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion Loan Securities, or (B) placed
one or more classes of 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 Servicer or the Special Servicer,
as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch
status” placement has not been withdrawn by such Companion Loan Rating Agency within 60 days of such event); or


 


                             (x)               so long as any Other Securitization
Trust is subject to Exchange Act reporting requirements, the Servicer or Special Servicer, as applicable, or a primary servicer,
subservicer or servicing function participant (such entity, the “Sub-Servicing Entity”) retained by the Servicer or
Special Servicer fails to deliver the items required to be delivered by the Trust and Servicing Agreement to enable such Other
Securitization Trust to comply with its reporting obligations under the Exchange Act within 5 Business Days of such failure to
comply with the Trust and Servicing Agreement (and any Sub-Servicing Entity that defaults in accordance with this clause (x)
will be terminated at the direction of the Depositor).


 


provided,
however, that in the event that the Servicer is terminated solely by reason of a Servicer Termination Event described in
clause (vii), (viii) or (ix) above, the Servicer shall, subject to the terms and provisions of Section 7.2(b),
have a limited right to receive the proceeds from any cash offer for the servicing rights by a successor Servicer (net of the
Trustee’s “out of pocket” expenses incurred in connection with obtaining such offer and accomplishing the servicing
transfer).


 


(b)              
Upon the occurrence of any Servicer Termination Event or Special Servicer Termination Event, the Trustee shall upon actual knowledge
by a Responsible Officer promptly notify the Certificate Administrator in writing and the Certificate Administrator shall (i) post
such notice on the Certificate Administrator’s Website pursuant to Section 8.14(b), (ii) provide such notice
to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information Provider’s Website pursuant
to Section 8.14(b), (iii) provide notice to the Companion Loan Holders, and (iv) provide notice to the Certificateholders
by mail, to the addresses set forth on the Certificate Register, unless the related Servicer Termination Event or Special Servicer
Termination Event, as applicable, shall have been cured or waived. For avoidance of doubt, (i) the occurrence of a Servicer
Termination Event with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with
respect to the Special Servicer unless the relevant event also constitutes a Special Servicer Termination


 






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Event and (ii) the
occurrence of a Special Servicer Termination Event with respect to the Special Servicer shall not cause there to have occurred
a Servicer Termination Event with respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event.
In no event will the Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination
Event or Special Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the
case may be, has received written notice of, or has actual knowledge of, such Servicer Termination Event or Special Servicer Termination
Event .


 


(c)               
If a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long
as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee
may, or (ii) upon the written direction of Holders of Principal Balance Certificates having at least 25% of the Voting Rights
of the Principal Balance Certificates or, if affected thereby, any Companion Loan Holder, the Trustee shall terminate all of the
rights and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement, other than rights and obligations
accrued prior to such termination (including the right to receive all amounts accrued and owing to the Servicer or Special Servicer
under this Agreement with respect to periods prior to the date of such termination and the right to indemnification under this
Agreement), and in and to the Mortgage Loan and the procee ds thereof by notice in writing to the Servicer or the Special Servicer,
as applicable;; provided that, notwithstanding anything to the contrary, if a Servicer Termination Event or Special Servicer
Termination Event, as applicable, under clauses (i), (ii), (iii), (viii) and/or (ix) of Section
7.1(a) only has an adverse effect on a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities,
but has no adverse effect on the Trust Loan, the Certificateholders or a rating on any of the Certificates, then (A) the
Servicer or the Special Servicer, as applicable, shall not be terminated by the Trustee pursuant to clause (i) above of
this sentence or upon the written direction of the Holders of Certificates pursuant to clause (ii) above of this sentence,
and (B) (x) with respect to a Servicer Termination Event or Special Servicer Termination Event under clause (ix) of
Section 7.1(a), the related Other Depositor or (y) with respect to a Servicer Termination Event or Special Servicer
Termination Event under clauses (i), (ii), (iii) and/or (viii) of Section 7.1(a),
the related affected Companion Loan Holder, shall be able to require termination of the Servicer or Special Servicer, as applicable,
pursuant to clause (ii) above of this sentence. Upon any termination of the Servicer or the Special Servicer, as applicable,
and appointment of a successor to the Servicer or the Special Servicer, as applicable, the Trustee shall promptly notify the Certificate
Administrator of such termination or appointment, and the Certificate Administrator shall, as soon as possible, post such written
notice thereof on the Certificate Administrator’s Website and provide the same to the 17g-5 Information Provider who shall
post written notice thereof to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter,
give written notice of such termination to the Depositor, the Companion Loan Holders and the Certificateholders. Notwithstanding
anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee of any Servicer
Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. Upon any termination of the Servicer
or the Special Servicer, as applicable, and appointment of a successor to the Servicer or the Special Servicer, as applicable,
the Certificate Administrator shall, as soon as possible, post such notice thereof on the Certificate Administrator’s Website
and provide the same to the 17g-5 Information Provider who shall post notice thereof to the 17g-5 Information Provider’s


 






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Website pursuant to Section 8.14(b), and thereafter, give written notice to the Companion Loan Holders, the Depositor
and the Certificateholders by mail to the addresses set forth in the Certificate Registrar. Notwithstanding anything herein to
the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee of any Servicer Termination Event
or Special Servicer Termination Event of which the Depositor becomes aware. During any Control Period, the Controlling Class Representative
shall have the right to select the successor Special Servicer following any Special Servicer Termination Event.


 


(d)              
During any Control Period, the Controlling Class Representative shall have the right to direct the Trustee to terminate the Special
Servicer (subject to such terminated Special Servicer’s rights to indemnification, payment of outstanding fees, and other
rights set forth in this Agreement which survive termination), upon at least three Business Days’ prior notice, with or
without cause, and the Controlling Class Representative shall have the right to, and shall, appoint a successor Special Servicer
who shall execute and deliver to the other parties hereto an agreement, in form and substance reasonably satisfactory to the Trustee,
whereby the successor Special Servicer agrees to assume and perform punctually the duties of the Special Servicer specified in
this Agreement; provided that the Controlling Class Representative shall have obtained a Rating Agency Confirmation from
each Rating Agency as to the proposed successor Special Servicer prior to the termination of the existing Special Servicer and
delivered it to the Trustee. The Special Servicer shall not be terminated pursuant to this paragraph until a successor
Special Servicer shall have been appointed. The Controlling Class Representative shall pay any costs and expenses incurred by
the Trust in connection with the removal and appointment of a Special Servicer pursuant to this paragraph (unless such removal
is based on any of the events or circumstances set forth in Section 7.1(a)). Notwithstanding anything to the contrary
in this Agreement, no successor Special Servicer appointed by the Controlling Class Representative pursuant to Section 6.4,
Section 7.1(c) or this Section 7.1(d) or otherwise pursuant to this Agreement shall be required to meet
any net worth requirements. During any Consultation Period and any Consultation Termination Period, upon (i) the written direction
of Holders of Certificates evidencing not less than 25% of the aggregate Voting Rights of the Certificates requesting a vote to
terminate and replace the Special Servicer with a proposed successor Special Servicer that is a Qualified Replacement 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, (iii) delivery by such holders to the certificate administrator
(if any) and the trustee for each Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee) of
a Companion Loan Rating Agency Confirmation with respect to the appointment of such new special servicer (which Companion Loan
Rating Agency Confirmation shall be obtained at the expense of such holders) and and (iii) delivery by such Certificateholders
to the Certificate Administrator and the Trustee of a Rating Agency Confirmation from each Rating Agency with respect to the appointment
of such new special servicer (which confirmation shall be obtained at the expense of such holders), the Certificate Administrator
shall promptly provide written notice thereof to all Certificateholders by posting such notice on the Certificate Administrator’s
Website pursuant to Section 8.14(b) and by mailing at their addresses appearing in the Certificate Register. Upon
the written direction of Holders of Certificates evidencing at least 75% of the aggregate Voting Rights of the Certificates, the
Certificate Administrator shall notify the Trustee and the Trustee shall terminate all of the rights and obligations of the Special
Servicer under this Agreement and appoint the successor Special Servicer designated by such Certificateholders (subject to such


 






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terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances (and Advance
Interest) and other rights set forth in this Agreement which survive termination); 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 Holders of the Certificates
that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred in connection with the removal
and replacement of the Special Servicer pursuant to this paragraph. The Certificate Administrator shall include on each Distribution
Date Statement a statement that each Certificateholder may access such notices on the Certificate Administrator’s Website
and that each Certificateholder may register to receive email notifications when such notices are posted thereon.


 


(e)               
In the event that the Servicer or the Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall
notify the outgoing Servicer or Special Servicer, as the case may be, of the effective date of its termination, and the Trustee
(the “Terminating Party”) shall, by notice in writing to the Servicer or the Special Servicer, as the case
may be (the “Terminated Party”) (with a copy to the Borrower Parties), terminate all of its rights and obligations
under this Agreement and in and to the Mortgage Loan and the proceeds thereof, other than any rights the Terminated Party 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 with respect to periods prior to the date of such
termination and the right to the benefits of Section 6.3 notwithstanding any such termination). On or after the receipt
by the Terminated Party of such written notice, subject to the foregoing, 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 Loan or otherwise, shall pass to and be vested in the
Terminating Party pursuant to and under this Section (absent the appointment of an alternative successor, and such
successor’s assumption of obligations hereunder, including, without limitation, in the case of the Special Servicer, a successor
designated by the Controlling Class Representative during any Control Period) and, without limitation, the Terminating Party 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
Loan and related documents, or otherwise. The Servicer and the Special Servicer, as applicable, each agrees that, in the event
it is terminated pursuant to this Section 7.1, or resigns under Section 6.4(b), to promptly (and in any
event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Terminating Party (which term
shall include for the purposes of the remainder of this Section 7.1(e), the Trustee (or a successor Servicer or Special
Servicer) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) with all
documents and records in its possession or under its


 






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control relating to the Mortgage Loan or any Property necessary or appropriate
to enable the Terminating Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor
to its responsibilities hereunder in effecting the termination of its responsibilities and rights hereunder, including, without
limitation, the transfer to the successor Servicer or Special Servicer, as applicable, or the Terminating Party, as applicable,
for administration by it of all cash amounts which shall at the time be or should have been credited by the Terminated Party (which
term shall include, for the purposes of the remainder of this Section 7.1(e), the resigning party in connection with
a resignation of the Servicer or the Special Servicer under Section 6.4(b)) to the Collection Account, any Foreclosed
Property Account or shall thereafter be received with respect to the Mortgage Loan, and shall promptly provide the Terminating
Party or such successor Servicer or Special Servicer, as applicable (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 Terminating Party or such
successor Servicer or the Special Servicer, as applicable, shall reasonably request (including electronic form), to enable it
to assume the function of the Servicer or the Special Servicer, as applicable, hereunder. All reasonable costs and expenses of
the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred in connection with transferring the
Mortgage Loan File to the Terminating Party or to the successor Servicer or Special Servicer, as applicable, and amending this
Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the Terminated Party upon presentation
of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed the Terminating Party or such
successor Servicer or Special Servicer, as applicable, for such expenses within 90 days after the presentation of reasonable
documentation, such expense shall be reimbursed by the Trust pursuant to Section 3.4(c); provided that the
Terminated Party shall not thereby be relieved of its liability for such expenses. Notwithstanding the foregoing, in the event
that the Special Servicer is terminated without cause pursuant to this Section 7.1, all costs and expenses incurred
or payable by the terminated Special Servicer under this Section 7.1 shall be paid by the Holders requesting such
termination.


 


7.2              
Trustee to Act; Appointment of Successor.


 


(a)               
On and after the time the Servicer or the Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1,
or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under
Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
shall, unless prohibited by-law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the resigning party in connection with a resignation of the Servicer or the Special Servicer
under Section 6.4(b)) in all respects 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 Terminated Party by the terms and provisions hereof; provided, however,
that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be)
shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party 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,


 






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records, tapes, disks, information or monies or failure to cooperate as required by
this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor
Servicer, and any other successor Servicer or Special Servicer, as the case may be, shall be indemnified to the full extent provided
to the Servicer under this Agreement prior to the Servicer’s termination. The appointment of a successor Servicer or Special
Servicer, as the case may be, shall not affect any liability of the Terminated Party that may have arisen prior to its termination
as such. The Terminating Party shall not be liable for any of the representations and warranties of the Terminated Party herein
or in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect
of any Permitted Investment by the Terminated Party nor shall the Terminating Party or any successor Servicer or Special Servicer
be required to purchase the Mortgage Loan hereunder. None of the Trustee, the Terminating Party, the successor Servicer or the
Special Servicer shall have any responsibility nor shall any of them be in default hereunder or incur any liability for any failure,
error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from
the Trustee, the Terminating Party, successor Servicer or successor Special Servicer acting in accordance with information prepared
or supplied by any other Person or the failure of any such Person to prepare or provide such information. None of the Trustee,
the Terminating Party, the successor Servicer or the successor Special Servicer shall have any responsibility, shall be in default
or shall incur any liability (i) for any failure to act by any third party, including the predecessor Servicer, the predecessor
Special Servicer, the current Servicer or Special Servicer (if the successor is not succeeding to such capacities), the Depositor
or the Trustee or for any inaccuracy or omission in a notice or communication received by the successor from any third party or
(ii) which is due to or results from the invalidity, unenforceability of the Mortgage Loan, Mortgage Loan Agreement or any other
agreement under applicable law; provided that nothing herein shall in any way diminish the duty of the Terminated Party to perform
its obligations under Section 7.1(e). As compensation therefor, the Terminating Party as successor Servicer or Special
Servicer, as the case may be, shall be entitled to all compensation with respect to the Mortgage Loan to which the Terminated
Party would have been entitled that accrues after the date of the Terminating Party’s succession to which the Terminated
Party would have been entitled if it had continued to act hereunder and, in the case of a successor Special Servicer, the Special
Servicing Fee. Notwithstanding the above, 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 Principal Balance Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding
Principal Balance Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as
a Servicer or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation, or if the Rating Agencies do
not provide written confirmation that the succession of the Trustee as Servicer or Special Servicer, as the case may be, shall
not cause a downgrade, qualification or withdrawal of the then current ratings of the Certificates, promptly appoint, or petition
a court of competent jurisdiction to appoint, any established loan servicing institution reasonably satisfactory to the Trustee
the appointment for which a Rating Agency Confirmation is obtained, as the successor to the Servicer or the Special Servicer,
as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or
the Special Servicer, as applicable, hereunder. No appointment of a successor to a Terminated Party hereunder shall be effective
until the assumption by such successor of all the Terminated Party’s responsibilities, duties and liabilities hereunder.
Pending appointment of a successor to a Terminated Party hereunder, unless the


 






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Trustee shall be prohibited by-law from so acting,
the Trustee shall act in the applicable capacity as herein above provided. Any appointment or succession by the Trustee to the
rights and obligations of the Special Servicer hereunder shall be subject to the Controlling Class Representative’s right
to replace the Special Servicer during any Control Period. 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 the Mortgage Loan as it and such
successor shall agree; provided, however, no such compensation shall be in excess of that permitted the Terminated
Party hereunder, except 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 paid pursuant to Section 3.4(c). The Depositor, the Trustee, the Servicer (as applicable), the Special
Servicer (as applicable) 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 7.2 as successor to the resigning Servicer or terminated Servicer,
as the case may be, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s
compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint
a successor to the resigning Servicer or terminated Servicer, as the case may be, other than itself or an Affiliate pursuant to
this Section 7.2, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion
of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 7.2.


 


(b)              
Notwithstanding Section 7.1(b) of this Agreement, if a Servicer receives a notice of termination solely due to a Servicer
Termination Event under Section 7.1(a)(vii), Section 7.1(a)(viii) or Section 7.1(a)(ix) and the
terminated Servicer provides the Trustee with the appropriate “request for proposal” materials within five Business
Days after such termination, then such Servicer shall continue to serve as Servicer, if requested to do so by the Trustee, and
the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the terminated Servicer)
solicit good faith bids for the rights to be the successor Servicer under this Agreement from at least three Persons qualified
to act as successor Servicer hereunder in accordance with Section 6.4 and this Section 7.2 for which the
Trustee has received a Rating Agency Confirmation (any such Person so qualified, a “Qualified Bidder”) or,
if three Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders; provided,
however, that (i) at the Trustee’s request, the terminated Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less than three or no Qualified
Bidders submit bids for the right to be the successor Servicer under this Agreement. The Trustee shall have no obligation and
shall have no liability or responsibility for the information in the bid materials. The bid proposal shall require any Successful
Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Servicer with respect to the
Mortgage Loan, and to agree to be bound by the terms hereof, within 45 days after the receipt by the terminated Servicer
of a notice of termination. The Trustee shall solicit bids (i) on the basis of such successor Servicer entering into a Sub-Servicing
Agreement with the terminated Servicer to service the Mortgage Loan at a sub-servicing fee rate per annum equal to the
Retained Servicing Fee Rate (each, a “Servicing-Retained Bid”) and (ii) on the basis of having no obligation
to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released Bid”). The


 






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Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing
Released Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The Successful Bidder shall
enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing-Retained
Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated above), no later than 45 days after
the termination of the terminated Servicer. Upon the assignment and acceptance of the servicing rights hereunder to and by the
Successful Bidder, and upon the payment of the proceeds by the Successful Bidder to the Certificate Administrator, the Certificate
Administrator shall remit or cause to be remitted to the terminated Servicer 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).


 


(c)               
In order to induce a party other than itself or one of its Affiliates to submit a Servicing-Retained Bid, the Trustee may reduce
the fee paid to a sub-servicer pursuant to Section 7.2(b) above to the extent reasonably necessary to appoint a successor
other than itself or an Affiliate.


 


7.3              
Notification to Certificateholders, the Depositor and the Rating Agencies.


 


(a)               
Upon any termination of the Servicer or the Special Servicer, as the case may be, pursuant to Section 7.1 or appointment
of a successor to the Servicer or Special Servicer, as the case may be, the Certificate Administrator shall, as soon as practicable,
give written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the
Depositor and the Rating Agencies.


 


(b)              
Within thirty days after the occurrence of any Servicer Termination Event or Special Servicer 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 to the Depositor and to the 17g-5 Information Provider (who shall post such notice on the 17g-5 Information
Provider Website) (in electronic form reasonably acceptable to the 17g-5 Information Provider) notice of such Servicer Termination
Event or Special Servicer Termination Event, as the case may be, unless the Certificate Administrator shall have received notice
that such Servicer Termination Event or Special Servicer Termination Event shall have been cured or waived.


 


7.4              
Other Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination Event,
as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied,
the Trustee, in addition to the rights specified in Section 7.1, 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 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 Trust, and the Trustee shall be entitled to be reimbursed therefor pursuant to
Section 3.4(c) from the Collection Account. Except as otherwise expressly provided in this Agreement, no remedy


 






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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 or Special Servicer Termination Event.


 


7.5              
Waiver of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Principal Balance Certificates
evidencing not less than 66 and 2/3% of the aggregate Voting Rights of all then outstanding Principal Balance Certificates
(and, if affected by the related default, the Companion Loan Holders) may, on behalf of all Certificateholders (and the Companion
Loan Holders) and upon adequate indemnification of the Trustee by the requesting Holders of Certificates, waive any default by
the Servicer or the Special Servicer in the performance of its obligations hereunder and its consequences, except a default in
making any required deposits (including Monthly Debt Service Payment Advances) to or payments from the Collection Account, the
Distribution Account or any Foreclosed Property 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 the related Servicer Termination
Event or Special Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or impair any right related thereto.


 


7.6              
Trustee as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any Advances, the Trustee shall, subject to
the provisions of Section 3.23 of this Agreement, perform such obligations (w) within five Business Days (or
such shorter period (but not less than one Business Day) as may be required, if applicable, to avoid any lapse in insurance coverage
required under the Mortgage Loan Documents or this Agreement with respect to the Properties (or any Property) or to avoid any
foreclosure or similar action with respect to the Properties (or any Property) by reason of failure to pay real estate taxes,
assessments, ground rents or governmental charges) of a Responsible Officer of the Trustee obtaining knowledge of such failure
by the Servicer with respect to Property Protection Advances and Administrative Advances and (x) by 12:00 noon New York
time on the related Distribution Date with respect to Monthly Debt Service Payment Advances. With respect to any such Advance
made by the Trustee, the Trustee shall succeed to all of the Servicer’s rights with respect to Advances hereunder, including,
without limitation, the rights of reimbursement and interest on each Advance at the Advance Interest Rate, and rights to determine
that a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused
by such Servicer’s default in its obligations hereunder and further subject to the Trustee’s standard of good faith
judgment); provided, however, if Advances made by the Trustee and the Servicer shall at any time be outstanding,
or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon
hereunder shall be applied entirely to the Advances outstanding to the Trustee until such Advances shall have been repaid in full,
together with all interest accrued thereon, prior to reimbursement of the Servicer for such Advances and interest accrued thereon.
The Trustee shall be entitled to conclusively rely on any notice given by the Servicer with respect to a Nonrecoverable Advance
hereunder.


 






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8.                 
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


8.1              
Duties of the Trustee and the Certificate Administrator. (a) The Trustee, prior to the occurrence of a Servicer Termination
Event or Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event
or Special Servicer Termination Event, as the case may be, that may have occurred, undertakes with respect to the Trust to perform
such duties and only such duties as are specifically set forth in this Agreement. None of the Depositor, the Servicer or the Special
Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties
hereunder. In case a Servicer Termination Event or Special Servicer Termination Event, as the case may be, has occurred (which
has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise
such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in such exercise,
as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs.
Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty, and the Trustee shall not be
answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the Trustee in the exercise of
such right. 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 and the Certificate
Administrator shall not be answerable for other than the negligence, bad faith, fraud or willful misconduct on the part of the
Certificate Administrator in the exercise of such right. The Trustee (or the Servicer or the Special Servicer on its behalf) shall
have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Certificateholders and the Companion
Loan Holders, subject to the terms of the Mortgage Loan Documents; provided, however, that the Mortgage Lender’s obligations
under the Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this Agreement.


 


(b)              
Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee
and the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement,
shall examine, or cause to be examined, such instruments to determine whether they conform on their face to the requirements of
this Agreement to the extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate
Administrator shall be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document
furnished by any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith,
pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in
a material manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to
have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s,
as applicable, reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same.


 


(c)               
Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate
Administrator from liability for its own negligent action,


 






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its own negligent failure to act, its failure to perform its obligations
in compliance with this Agreement, or its own willful misconduct or bad faith; provided, however:


 


                             (i)               no implied covenants or obligations
shall be read into this Agreement against the Trustee or the Certificate Administrator, and each of the Trustee and 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 certificates or opinions furnished to the Trustee and/or the Certificate Administrator and conforming to the
requirements of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the
proper authorities respecting any matters arising hereunder;


 


                             (ii)               neither the Trustee nor the Certificate
Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee or the Certificate
Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator or such Responsible Officer
was negligent in ascertaining the pertinent facts;


 


                             (iii)              neither the Trustee nor the Certificate
Administrator shall be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance
with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate, not less than 25% of the 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, or exercising any trust or power conferred upon the Trustee or the Certificate Administrator,
under this Agreement;


 


                             (iv)              neither the Trustee nor the Certificate
Administrator shall be charged with knowledge of any failure by the Servicer or the Special Servicer to comply with any of their
respective obligations under this Agreement or of the occurrence of any of the events referred to in Section 7.1 or
any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be
required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual
knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written
notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the
aggregate, not less than 25% of the Voting Rights of the Regular Certificates;


 


                             (v)              neither the Trustee nor the Certificate
Administrator, as applicable, shall in any way be liable by reason of any insufficiency in the Trust Fund unless it is determined
by a court of competent jurisdiction that the Trustee’s or the Certificate Administrator, as applicable, negligence, bad
faith or willful misconduct was the primary cause of such insufficiency;


 


                             (vi)              neither the Trustee nor the Certificate
Administrator, as applicable, shall be obligated to investigate whether any information provided to or received by the


 






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Trustee
or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Certificates is required to maintained
on a confidential basis; and


 


                             (vii)            for all purposes under this Agreement,
neither the Trustee nor the Certificate Administrator shall be required to take any action with respect to, or be deemed to have
notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event, unless
a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or shall have
received written notice thereof. In the absence of receipt of such notice and such actual knowledge otherwise obtained, the Trustee
or the Certificate Administrator, as applicable may conclusively assume that there is no Mortgage Loan Event of Default, Servicer
Termination Event or Special Servicer Termination Event.


 


(d)              
None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to
(i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be
responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement,
except, with respect to the Trustee, 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 Servicer or the Special Servicer in accordance with the terms of this Agreement.
Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall
have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless
the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in
any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided
to it as Trustee and Certificate Administrator hereunder, as applicable.


 


8.2              
Certain Matters Affecting the Trustee and the Certificate Administrator. (a)  Except as otherwise provided in
Section 8.1:


 


                             (i)                each of the Trustee and the Certificate
Administrator may request and rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, auditor’s certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties;


 


                             (ii)              each of the Trustee and the Certificate
Administrator may consult with counsel and accountants, and any written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such Opinion of Counsel;


 






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                             (iii)              neither the Trustee nor the Certificate
Administrator shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or 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 it against the costs, expenses and liabilities,
including reasonable legal fees, which may be incurred therein or thereby; provided, however, that nothing contained
herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination
Event, as the case may be (which has not been cured or waived), 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 nor the Certificate
Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


                             (v)               prior to the occurrence of a Servicer
Termination Event or Special Servicer Termination Event hereunder and after the curing or waiver of such Servicer Termination
Event or Special Servicer Termination Event, as applicable, that may have occurred, neither the Trustee nor the Certificate Administrator
shall be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements
herein (except as specifically required by this Agreement) or 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 so to do by Holders of Certificates evidencing, in the aggregate, not less than 25% of
the Voting Rights of the outstanding Certificates; provided, however, if the payment within a reasonable time to
the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by either party in the
making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, not reasonably assured to the
Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate
Administrator, as applicable, may require indemnity reasonably satisfactory to it against such costs, expenses or liabilities
as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the Trust pursuant
to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special Servicer
Termination Event, if such an event shall have occurred and is continuing, 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 selected by it with due care but shall not be relieved of its obligations by virtue of the use of any such
agent or attorney;


 






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                             (vii)             no provision of this Agreement
or of the Certificates shall require the Trustee or the Certificate Administrator to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it;


 


                             (viii)           the Certificate Administrator
shall not be liable for any loss on any investment of funds made by it pursuant to the terms of this Agreement other than as set
forth in Section 3.8 (and other than investments made with the Certificate Administrator as an obligor on such investments
in its individual commercial capacity);


 


                             (ix)              neither the Trustee nor the Certificate
Administrator shall be required to post any kind of bond or surety in connection with the execution and performance of its duties
hereunder;


 


                             (x)              neither the Trustee nor the Certificate
Administrator, as applicable, hereunder shall be personally liable hereunder by reason of any act or failure to act of any predecessor
or successor Trustee or Certificate Administrator, as applicable, hereunder.


 


(b)              
Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the
Trust Fund not specifically contemplated by this Agreement.


 


(c)              
All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator
may be enforced by such party 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 or the Certificate Administrator,
as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions
of this Agreement.


 


(d)              
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 (“Applicable Laws”), each of the Trustee and the Certificate Administrator is required
to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship
with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties 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 to comply with Applicable Laws.


 


8.3             
Neither the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan. 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 or the Certificate Administrator and the Trustee and the Certificate Administrator
assume no responsibility for their correctness. The Trustee and the


 






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Certificate Administrator make no representations as to the
validity or sufficiency of this Agreement (other than its execution of this Agreement), the Certificates or of the Mortgage Loan
or related documents except as expressly set forth herein. Neither the Trustee nor the Certificate Administrator shall be liable
for any action or failure to take any action by the Loan Seller under the Trust Loan Purchase Agreement, including, without limitation,
in connection with any failure of the Loan Seller to properly prepare each of the documents and/or instruments referred to in
clauses (B), (C) and (G) of the definition of Mortgage Loan File in Section 2.1(b), and the Trustee shall not be required
to take any action in connection with such action or failure of the Loan Seller (except to the extent otherwise expressly required
pursuant to this Agreement). The Trustee and the Certificate Administrator shall not be liable for any action or failure of any
action by the Depositor, the Servicer or the Special Servicer hereunder. The Trustee and the Certificate Administrator shall not
at any time have any responsibility or liability for or with respect to the legality, ownership, title, recordability, collectability,
suitability, genuineness, validity or enforceability of any of the Mortgages or Collateral Security Documents or the Mortgage
Loan, or the perfection, sufficiency and priority of any of the Mortgages or Collateral Security Documents or the maintenance
of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate the payments
to be distributed to Certificateholders under this Agreement, including, without limitation, the existence, condition and ownership
of any Property; the existence and enforceability of any hazard insurance thereon; the validity of the assignment of the Mortgage
Loan to the Trust; the performance or enforcement of the Mortgage Loan (other than with respect to the Servicer or the Special
Servicer, if the Trustee shall assume the duties of the Servicer and/or the Special Servicer, respectively, pursuant to Section 7.2
and then only to the extent of the obligations of the Servicer or the Special Servicer, as applicable, hereunder); the compliance
by the Depositor, the Borrower Parties, the Servicer and the Special Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or representation made under this Agreement or in any
related document prior to the Trustee’s or the Certificate Administrator’s, as applicable, receipt of notice or other
discovery of any noncompliance therewith or any breach thereof; any investment of monies by or at the direction of the Servicer
or the Special Servicer or any loss resulting therefrom (other than investments made with the Trustee or the Certificate Administrator
in its commercial capacity); the failure of the Servicer, the Special Servicer or any sub-servicer to act or perform any duties
required of it hereunder; or any action by the Trustee or the Certificate Administrator taken at the direction of the Servicer
or the Special Servicer (other than with respect to the Trustee, if the Trustee shall assume the duties of the Servicer or the
Special Servicer); provided, however, the foregoing shall not relieve the Trustee or the Certificate Administrator
of its obligation to perform its duties under this Agreement. Except with respect to a claim based on the Trustee’s or the
Certificate Administrator’s, as applicable, negligent action, negligent failure to act or willful misconduct (or such other
standard of care as may be provided herein with respect to any particular matter), no recourse shall be had for any claim based
on any provisions of this Agreement, the Certificates, the Mortgages, the Properties, the Collateral Security Documents or the
Mortgage Loan or assignment thereof against the Trustee or the Certificate Administrator in their individual capacity, the Trustee
and the Certificate Administrator shall not have any personal obligation, liability or duty whatsoever to any Certificateholder
or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor
who shall furnish indemnity as provided in this Agreement. Neither the Trustee nor the Certificate


 






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Administrator shall have any
responsibility for filing any financing or continuation statements 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 or to record this Agreement (unless, with respect
to the Trustee, the Trustee shall have become the successor Servicer or Special Servicer). 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 in respect of the assignment of the Mortgage
Loan to the Trust or any funds in respect of the Mortgage Loan deposited in or withdrawn from the Collection Account or any account
maintained by or on behalf of the Servicer (except to the extent that the Collection Account is held by the Trustee or the Certificate
Administrator in their commercial capacities), or for investment of such amounts (other than investments made with the Trustee
or the Certificate Administrator in their commercial capacities).


 


Neither
the Trustee nor the Certificate Administrator, by reason of the action or inaction of a Responsible Officer or Responsible Officers
of the Trustee or the Certificate Administrator, as applicable, nor any of their respective directors, officers, employees, Affiliates
or agents shall have any liability to the Trust, the Certificateholders or the Companion Loan Holders for any action taken or
for refraining from the taking of any action in good faith pursuant to this Agreement, for actions taken or not taken at the direction
of the Certificateholders or the Companion Loan Holders or for errors in judgment; provided, however, this provision
shall not protect the Trustee, the Certificate Administrator or any such Person against any liability which would otherwise be
imposed by reason of negligence, bad faith or willful misconduct of the Trustee, the Certificate Administrator or any such Person,
as applicable. Except with respect to any fidelity bond required pursuant to Section 8.6, the Trustee and the Certificate
Administrator will not be required to post any kind of bond or surety in connection with the execution and performance of its
duties under this Agreement. In no event will the Trustee or the Certificate Administrator, as applicable, be liable for any failure
or delay in the performance of its obligations under this Agreement due to force majeure or acts of God, nor will the Trustee
or the Certificate Administrator, as applicable, be liable for punitive, special, indirect or consequential loss or damage of
any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable,
has been advised of the likelihood of such loss or damage. The Trustee, the Certificate Administrator and any of their respective
directors, officers, employees, Affiliates or Controlling Persons shall be indemnified pursuant to Section 3.4(c)
out of amounts on deposit in the Collection Account, and held harmless against any and all claims, losses, liabilities, demands,
foreclosures, damages, penalties, fines, forfeitures, legal fees, liabilities or expenses and related costs, judgments or other
costs, liabilities or expenses incurred in connection with or related to the Trustee’s or the Certificate Administrator’s
performance of their respective powers and duties under this Agreement (including, without limitation, performance under Section 8.1
hereof); provided, however, this provision shall not protect the Trustee, the Certificate Administrator or any
such Person against, or provide any of them indemnification for, any liability which would otherwise be imposed by reason of negligence,
bad faith or willful misconduct of the Trustee, the Certificate Administrator or any such Person. The indemnification provided
hereunder shall survive the resignation or removal of the Trustee or the Certificate Administrator, as applicable, and the termination
of this Agreement. Anything herein to the contrary notwithstanding, the Trustee shall be responsible for its acts or failure to
act as Servicer and/or the Special Servicer


 






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during the time the Trustee is serving as such pursuant and subject to the terms of
this Agreement.


 


Subject
to the terms of this Agreement, except as otherwise provided herein,, neither the Certificate Administrator nor the Trustee will
have any duty (except, with respect to the Trustee, in the capacity as a successor Servicer or successor Special Servicer) (A)
to see to any recording, filing or depositing of any agreement or any financing statement or continuation statement evidencing
a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling
or redepositing thereof, (B) to see to any insurance, and (C) to confirm or verify the contents of any reports or certificates
of the Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator, as the case may be, reasonably
believed by the Trustee or the Certificate Administrator, as the case may be, to be genuine and to have been signed or presented
by the proper party or parties.


 


8.4             
Trustee and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their individual
or any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as it would
have if they were not the Trustee or the Certificate Administrator.


 


8.5             
Trustee’s and Certificate Administrator’s Fees and Expenses. The Trustee and the Certificate Administrator
shall be entitled to the Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents
the Trustee Fee, which is payable to the Trustee), payable pursuant to Section 3.4(c). The Certificate Administrator
Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Certificate Administrator’s and the Trustee’s sole form of compensation (unless otherwise set forth
herein) for all services rendered by each entity in the execution of the trust hereby created and in the exercise and performance
of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. The Trustee and the Certificate Administrator
shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable
fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an
“unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense,
disbursement or advance as may arise from its negligence, bad faith or willful misconduct or which is expressly the responsibility
of a Certificateholder or Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the
Collection Account pursuant to Section 3.4(c); provided, however, neither the Trustee nor the Certificate
Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees
and expenses (a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that
the Trustee’s or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon
the receipt of an indemnity from the Certificateholders, that it has received such indemnity. The Trustee and the Certificate
Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses
incurred in connection with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding
any other provision of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement
from the Trust for an expense


 






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incurred under this Agreement in connection with the performance of its ordinary and regularly recurring
duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.


 


8.6              
Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each
of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or Qualified
Trustee, as applicable, and shall not be an Affiliate of any Borrower, any Mezzanine Borrower or the Depositor or an Affiliate
of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer and/or
Special Servicer pursuant to Section 7.2). 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 of 1940, as amended. If a corporation, association or trust
company 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 entity 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, 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 8.7, (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 8.7.


 


(b)              
Each of the Certificate Administrator and the Trustee shall obtain and maintain at its own expense, and keep in full force
and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy
covering the Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees
acting on behalf of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this
Agreement; provided, that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as
applicable, is not rated at least “A-” by S&P, then the claims paying ability of the insurer under such
applicable error and omissions insurance policy must be rated at least “A-” by S&P. Such insurance policy
shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft, embezzlement,
fraud, errors and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is
required by applicable governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as
applicable. In the event that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator,
as applicable, shall obtain a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b),
the Trustee and the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so
long as its (or its immediate or remote parent’s) is rated at least “A-” by S&P (or, if not rated by
S&P, an equivalent rating by another NRSRO or rated no lower than “A-:VIII” by A.M. Best Company,
Inc.).


 






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8.7             
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 (i) by giving written notice of resignation to the
Depositor, each Initial Purchaser, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar
(if other than the Trustee), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice
on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation
by first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register, not
less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is
to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed
by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon
receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator,
as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the
Rating Agencies of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from each Rating
Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and
to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall
have been so appointed and shall 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.


 


If
at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance
with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate
Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee
or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if
at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or
any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the
Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written
instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered
to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate
Administrator, as applicable. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights
of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee
or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their
attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with
a copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable,
so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator
and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating


 






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Agencies (through
the successor 17g-5 Information Provider’s website, as applicable) and the Initial Purchasers by the successor Trustee or
Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until
all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee
or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is
terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator
is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all
Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and
expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel))
to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable;
and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders
of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such
Holders will be required to pay all the reasonable costs and expenses of the terminated part necessary to effect the transfer
of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable.


 


Any
resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment
by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.


 


8.8             
Successor Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed
as provided in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer
and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making
the representations and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Sections 2.3
and 2.4, respectively, and thereupon the resignation or removal of the predecessor trustee or certificate administrator
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 herein. The predecessor Certificate Administrator shall
deliver or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage Loan File and related
documents and statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor trustee
or certificate administrator 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 all such rights, powers,
duties and obligations, subject, however, to the payment of all amounts due to the predecessor Trustee or Certificate Administrator,
as applicable, under this Agreement.


 


No
successor Trustee or Certificate Administrator shall accept appointment as provided in this Section unless at the
time of such acceptance such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6
and its appointment shall not result in the qualification, downgrading, or withdrawal of the current 


 






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rating of any Class of
the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator).


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator as provided in this Section, the successor
Trustee or Certificate Administrator shall mail notice of the succession of such successor Trustee or Certificate Administrator
hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, the Depositor, the Initial Purchasers,
the Servicer, the Special Servicer, the Companion Loan Holders and the Borrower Parties.


 


No
Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to act of
any predecessor or successor Trustee or of any predecessor or successor Trustee certificate administrator, as applicable, hereunder.


 


8.9             
Merger or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which either may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, and shall be deemed to have assumed all of the liabilities and obligations of the Trustee
or the Certificate Administrator, as applicable, hereunder, provided that (i) such Person shall be eligible under
the provisions of Section 8.6, without the execution or filing of any paper or further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding and (ii) Rating Agency Confirmation shall have been delivered
to such Person.


 


8.10           
Appointment of Co-Trustee or Separate Trustee. (a) At any time or times, for the purpose of meeting any legal requirements
of any jurisdiction in which any part of the Property may at the time be located or in which any action of the Trustee may be
required to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing, in the aggregate, a majority
of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more
individuals or corporations approved by the Trustee to act as separate trustee or separate trustees or co-trustees, acting jointly
with the Trustee, of all or any part of such Property, to the full extent that local law makes it necessary for such separate
trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee
or co-trustee shall be paid by the Trust pursuant to Section 3.4(c).


 


(b)              
The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction
or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights
or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to
the Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed
by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject
to all the terms of this Agreement, except to the extent that under any law of any


 






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jurisdiction in which any particular act or
acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the
case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute
the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion
on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable
of acting, resign or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations
of such separate trustee or co-trustee shall, so far as permitted by-law, vest in and be exercised by the Trustee, without the
appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)               
All provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to and apply
to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10, and to
the Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation, its capacity
as Certificate Administrator, Certificate Registrar, Authenticating Agent, Custodian and 17g-5 Information Provider, as applicable.


 


(d)              
Every co-trustee and separate trustee hereunder shall, to the extent permitted by-law, be appointed and act and the Trustee shall
act, subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the
Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised
or performed by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee
shall be exercised hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee;
and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If,
at any time, the Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute
and deliver all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the
foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations,
duties, or responsibilities in any way or to any degree.


 


(e)              
Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to
such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)               
Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not
exceed those of the Trustee hereunder, and such co-trustee or separate trustee shall meet the eligibility requirements set forth
in Section 8.6.


 






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8.11           
Appointment of Authenticating Agent. (a) The Certificate Administrator may appoint an agent or agents which shall
be authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating
Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and
obligatory for all purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this
Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate
Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator
by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such
law to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such
laws to do trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section. The initial Authenticating Agent shall be the
Certificate Administrator.


 


(b)              
Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to
the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, without the execution
or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent, provided such Person
shall be otherwise eligible under this Section.


 


(c)               
An Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to the Servicer
or the Special Servicer, as applicable, and the Depositor and the Certificate Administrator. The Certificate Administrator may
at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the
Servicer or the Special Servicer, as applicable, and the Depositor and the Certificate Administrator. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Certificate Administrator may appoint a successor Authenticating Agent and shall
mail written notice of such appointment by first class mail, postage prepaid to all Certificateholders as their names and addresses
appear in the Certificate Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 






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8.12           
Trustee and Certificate Administrator Indemnification; Third-Party Claims.


 


(a)               
Each of the Trustee and the Certificate Administrator and any director, officer, employee or agent of the Trustee or the Certificate
Administrator, as applicable, shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loan against
any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense
(i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms
of this Agreement; (ii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting
from any breach on the part of that party of a representation or warranty made in this Agreement; or (iii) incurred in connection
with any legal action or claim against the party seeking indemnification, resulting from any negligence, bad faith or willful
misconduct on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard
of such obligations or duties. The Trust shall pay, from amounts on deposit in the Collection Account pursuant to Section 3.4,
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination
of this Agreement and the termination or resignation of the Trustee and/or the Certificate Administrator, as applicable.


 


(b)              
Each of the Trustee and the Certificate Administrator (each, in such indemnifying capacity and for purposes of this Section 8.12(b),
an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust and each of (other than itself)
the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any director, officer, employee
or agent or Controlling Person of any of the foregoing Persons (each, in such indemnified capacity and for purposes of this Section 8.12(b),
an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’
fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful
misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful
misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such
Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance
of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder.
Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination
of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust),
the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant
to this Section 8.12(b); provided, however, that nothing in this Section 8.12(b) shall deprive
(i) the Trustee or the Certificate Administrator of any limitation on its liability or right to indemnification from the Trust
provided to such party as and to the extent provided by Section 8.12(a), or (ii) the Depositor, the Servicer or the
Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as


 






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and to
the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party
shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes
a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence,
bad faith or willful misconduct in connection with the conduct in question.


 


The
17g-5 Information Provider shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon (i) a breach by the 17g-5 Information Provider of its obligations under
this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the 17g-5 Information Provider in the performance
of such obligations or its negligent disregard of its obligations and duties under this Agreement


 


8.13          
Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any Distribution
Date and a voluntary prepayment or the payment at maturity by the Borrower Parties of the Mortgage Loan or any portion thereof,
the Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information received
from the Servicer or the Special Servicer in reliance on notices received from the Borrower Parties. In the event of any inconsistencies
in payments or prepayments made by the Borrower Parties with the previously delivered notices by the Borrower Parties, all costs
and expenses incurred as a result of a failure by the Borrower Parties to make any such payments or prepayment, shall be paid
by the Borrower Parties in accordance with the Mortgage Loan Agreement provided that the amount of payment reported to
the Depository by the Certificate Administrator was consistent with the information received from the Servicer or the Special
Servicer. If the Borrower Parties fail to do so, such costs and expenses shall be reimbursed to the Certificate Administrator
and to the Servicer or the Special Servicer, as applicable, by the Trust pursuant to Section 3.4(c) from funds on
deposit in the Collection Account. None of the Certificate Administrator, the Servicer or the Special Servicer shall be liable
for any inability or delay of the Depository to make a distribution as a result of such inconsistencies. Notwithstanding the foregoing,
the Certificate Administrator shall notify the Depository on the Remittance Date or as soon as reasonably possible of any such
inconsistencies.


 


8.14          
Access to Certain Information. (a) The Certificate Administrator (or, in the case of clause (i), the Trustee)
shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office
of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder,
access to any documentation regarding the Mortgage Loan or the other assets of the Trust that are in its possession or within
its control, including without limitation:


 


                             (i)               the Mortgage Loan files, including
any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer
or the Special Servicer and delivered to the Trustee (or a Custodian on its behalf);


 






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                             (ii)              the annual, quarterly and monthly
operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered
to the Certificates Administrator for each Property, and


 


                             (iii)            all notices and reports delivered
to the Certificate Administrator with respect to any Property as to which environmental testing revealed any failure of such Property
to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at a
Property requiring further investigation, testing, monitoring, containment, clean up, or remediation.


 


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, the Trustee or the Custodian, as applicable.


 


The
Certificate Administrator or the Trustee, as applicable, shall provide copies of the items described in this Section 8.14(a)
above upon reasonable written request to the Certificateholders. The Certificate Administrator or the Trustee, as applicable,
may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed
by the requesting Person, in a form reasonably acceptable to the Certificate Administrator or the Trustee, as applicable, , to
the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the
information solely for use in evaluating its investment in the Certificates and shall otherwise keep the information confidential.
Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep this information confidential.


 


(b)            The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of the Distribution
Date Statements, all Privileged Persons), via the Certificate Administrator’s Website, the following items (to the extent
such items were prepared by or delivered to the Certificate Administrator in electronic format to cgcmtcmbs@citi.com):


 


                             (i)                The following “deal documents”:


 


 (A)             
the Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor; and


 


 (B)             
this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Trust
Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


                             (ii)           The following “periodic reports”:


 


 (A)             
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);


 


 (B)             
all CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a);
and


 






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(C)            
operating statements and other periodic Property reports provided pursuant to Section 3.18(c) (provided they
are received by the Certificate Administrator).


 


                             (iii)          The following “additional
documents”:


 


(A)             
summaries of any Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)             
all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22; and


 


(C)            
all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);


 


                             (iv)         The following “special notices”:


 


(A)             
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(e);


 


(B)             
any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);


 


(C)             
any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant
to Section 7.1(b);


 


(D)             
any request by the Certificateholders representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant
to Section 7.1(d);


 


(E)              
any notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(F)              
any and all Officer’s Certificates and other evidence delivered to or by the Trustee to support its or the Servicer’s,
as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(G)             
any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(H)             
any amendment to this Agreement pursuant to Section 11.1;


 


(I)               
all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing Date;
and


 






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 (J)               
notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to terminate
and replace the Special Servicer;


 


                             (v)           the “Investor Q&A Forum”
pursuant to Section 4.5(a);


 


                             (vi)          solely to Certificateholders and
Beneficial Owners of Certificates, the “Investor Registry” pursuant to Section 4.5(b);


 


                             (vii)         any Annual Statements as to Compliance
and related Officer’s Certificates delivered under Section 3.19; and


 


                             (viii)        any Annual Independent Public
Accountants’ Servicing Reports delivered pursuant to Section 3.20.


 


The
foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website
promptly following receipt.


 


The
17g-5 Information Provider shall make available solely to the Rating Agencies and to NRSROs the following items to the extent
such items are delivered to it via email at ratingagencynotice@citi.com, specifically with a subject reference of “CGBAM
Commercial Mortgage Trust 2015-SMRT” and an identification of the type of information being provided in the body of the
email, or via any alternate email address following notice to the parties hereto or any other delivery method established or approved
by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


                             (i)            any Asset Status Report delivered
by the Special Servicer pursuant to Section 3.10(h);


 


                             (ii)           any Environmental Reports delivered
by the Special Servicer under Section 3.12(d);


 


                             (iii)          any Annual Statements as to Compliance
and related Officer’s Certificates delivered under Section 3.19;


 


                             (iv)          any Annual Independent Public Accountants’
Servicing Reports delivered pursuant to Section 3.20;


 


                             (v)           any Appraisals delivered to the
17g-5 Information Provider pursuant to Section 3.7(a);


 


                             (vi)         any information requested by the
Depositor or the Rating Agencies pursuant to Section 3.21(c) (it being understood the 17g-5 Information Provider shall
not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information as provided in Section 3.21(c));


 








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(vii)        any
notices to the Rating Agencies relating to the Servicer’s or Special Servicer’s determination to take action without
receiving a Rating Agency Confirmation as set forth in Section 3.27(a);


 


(viii)        any
requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);


 


(ix)          all
notices of termination, resignation or assignment of rights and duties of the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee (and appointments of successors to the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee) received by the 17g-5 Information Provider;


 


(x)           any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement;


 


(xi)          any
summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 8.14(d);
provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;


 


(xii)         any
amendment to this Agreement pursuant to Section 11.1;


 


(xiii)         notice
of final payments on the Certificates;


 


(xiv)        the
Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and


 


(xv)         any
notice of amendment of the Trust Loan Purchase Agreement delivered to the 17g-5 Information Provider pursuant to Section 17
of such Trust Loan Purchase Agreement.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
The 17g-5 Information Provider shall post the foregoing information on the 17g-5 Information Provider’s Website within two
Business Days of receipt of such information, and shall, promptly following the posting of such information to the 17g-5 Information
Provider’s Website, notify, or cause the notification of, each registered Rating Agency and other NRSRO by electronic mail
of the posting of such information.


 


Neither
the Certificate Administrator nor the 17g-5 Information Provider shall have any 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. In the event that any information is delivered or posted in error, the Certificate
Administrator or the 17g-5 Information Provider, as applicable, may remove it from the Certificate Administrator’s Website
or the 17g-5 Information Provider’s Website, as applicable. None of the Trustee, the Certificate Administrator or the 17g-5
Information Provider have obtained nor shall any of them be deemed to have obtained actual knowledge of any information posted
to the 17g-5 Information Provider’s Website to the extent


 


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such
information was not produced by the Trustee or the Certificate Administrator, as applicable. The Certificate Administrator has
not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s
Website to the extent such information was not produced by the Certificate Administrator. Access to the 17g-5 Information Provider’s
Website will be provided by the 17g-5 Information Provider to (i) the Rating Agencies upon registration at the 17g-5 Information
Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the 17g-5 Information Provider’s
Website as a user thereof and upon receipt by the 17g-5 Information Provider of an NRSRO Certification.


 


The
Certificate Administrator and the 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has
signed-up for access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable,
in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection with
providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, the Certificate
Administrator and the 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Certificate
Administrator and the 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the
terms of this Agreement, make no representations or warranties as to the accuracy or completeness of such information being made
available, and assume no responsibility for such information. The 17g-5 Information Provider shall not be liable for making any
information available to the Rating Agencies or NRSROs unless same was delivered to it at its email address set forth above (or
by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the terms of this
Agreement), with the proper subject heading.


 


Assistance
in using or delivering information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website can be obtained by calling 800-422-2066.


 


(c)          Each
of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make
available through its website or otherwise, all information necessary to enable the Certificate Administrator to comply with Section 8.14(b)
and any additional information relating to the Mortgage Loan, the Properties or the Borrower Parties, for review by the Depositor,
the Initial Purchasers, the Companion Loan Holders, the Trustee, the Certificate Administrator or any other Persons who deliver
an Investor Certification in the form of Exhibit K-1 in accordance with this Section 8.14(c), and the Rating
Agencies (only to the extent such additional information is simultaneously delivered to the 17g-5 Information Provider in accordance
with the provisions of Section 8.14(b), who shall post such additional information on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 8.14(b)) (collectively, the “Disclosure Parties”),
in each case, except to the extent doing so is prohibited by this Agreement (including, without limitation, pursuant to the confidentiality
provisions of this Agreement related to Privileged Information), applicable law or by the Mortgage Loan Documents. Each of the
Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any
disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except
for the Depositor, the Certificate Administrator and the Trustee, provide an Investor Certification or other confidentiality agreement
acceptable to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the Special
Servicer may contemporaneously


 


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provide such information to any other Disclosure Party. In addition, to the extent access to such
information is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the Special Servicer
may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement
as to the confidential nature of such information. In connection with providing access to or copies of the information described
in this Section 8.14(c) to current or prospective Certificateholders, the form of confidentiality agreement used by
the Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder or a licensed or registered
investment advisor acting on behalf of such Certificateholder, an Investor Certification in the form of Exhibit K-1 executed
by the requesting Person indicating that such Person is a Holder of Certificates and shall keep such information confidential
(except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to
any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such
other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein, an Investor Certification
in the form of Exhibit K-1 indicating that such Person is a prospective purchaser of a Certificate or an interest therein
and is requesting the information for use in evaluating a possible investment in Certificates and shall otherwise keep such information
confidential. In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder,
the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Servicer nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement.
Neither the Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the
information delivered, produced or otherwise made available pursuant to this Section 8.14(c) unless such information
was produced by the Servicer or the Special Servicer, as applicable.


 


In
connection with the delivery by the Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any
information, report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider
shall notify the Servicer or the Special Servicer, as applicable, of when such information, report, notice or other document has
been posted to the 17g-5 Information Provider’s Website. The Servicer or the Special Servicer, as applicable, may, but is
not obligated to, send such information, report, notice or other document to the applicable Rating Agency or Rating Agencies following
the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information, report, notice or other
document has been posted to the 17g-5 Information Provider’s Website and (ii) the second Business Day following delivery
to the 17g-5 Information Provider.


 


None
of the foregoing restrictions in this Section 8.14(c) or otherwise in this Agreement shall prohibit or restrict oral
or written communications, or providing information, between the Servicer or the Special Servicer, the Trustee and the Certificate
Administrator, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Trustee, the Certificate Administrator, the Servicer or the Special Servicer,
as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Trustee, the Certificate Administrator, the Servicer
or the Special


 



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Servicer, as applicable, as a trustee, certificate administrator, commercial mortgage master, special or primary
servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the corporate trust or securities administration operations
of the Trustee or the Certificate Administrator or of the servicing operations in general of the Servicer or the Special Servicer,
the Trustee and the Certificate Administrator , as applicable; provided, however, that the Servicer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loan to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) the Borrower, Mortgaged Property
and other deal specific identifiers are redacted; or (y) such information has already been provided to the 17g-5 Information Provider
(electronically in a format reasonably acceptable to the 17g-5 Information Provider) and has been uploaded on to the 17g-5 Information
Provider’s Website.


 


(d)          The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but are not required) to orally
communicate with the Rating Agencies, provided that such party summarizes the information provided to the Rating Agencies
in such communication in writing and electronically and provides the 17g-5 Information Provider with such summary in accordance
with the procedures set forth in Section 8.14(b) on the same day such communication takes place; provided that
the summary of such oral communications shall not be attributed to the Rating Agency the communication was with. The 17g-5 Information
Provider shall post such summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth
in Section 8.14(b).


 


(e)          Based
on information in its possession, upon written request, the Certificate Administrator shall provide written notice to the Servicer
and Special Servicer regarding (i) the commencement of a Consultation Period or a Consultation Termination Period and (ii) the
end of any Control Period or Consultation Period. Any party hereto may at any time request from the Certificate Administrator
written confirmation of whether there existed a Consultation Period or a Consultation Termination Period during the preceding
calendar year and the Certificate Administrator shall deliver such confirmation to such party within 10 days of such request.


 


8.15          Appointment
of Custodian. The Trustee may, at its own expense, appoint
one or more Custodians to hold all or a portion of the Mortgage Loan File 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 agrees to comply with the terms of the Custodial Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders. 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” from S&P and “BBB+” by Fitch, and shall be qualified to do business in the jurisdiction
in which it hold the Mortgage Loan File. Any compensation paid to the Custodian shall be an unreimbursable expense of the Trustee.
The Trustee shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is
so appointed in accordance with this Section 8.15. 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


 



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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 8.15
shall be issued by 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 S&P, or by any other insurer
with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. Each Custodian shall be subject
to the same obligations and standard of care as would be imposed on the Trustee hereunder in connection with the retention of
the Mortgage Loan File directly by the Trustee. 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.


 


9.          CERTAIN
MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE


 


9.1          Selection
and Removal of the Controlling Class Representative.


 


(a)          The
Majority Controlling Class Certificateholders may elect the Controlling Class Representative.


 


(b)          The
Controlling Class Representative shall be the representative of the Controlling Class selected by the Majority Controlling Class
Certificateholders, as determined by the Certificate Registrar from time to time; provided that (i) absent such selection,
or (ii) until a Controlling Class Representative is so selected, or (iii) upon receipt by the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator of notice from the Majority Controlling Class Certificateholders that
a Controlling Class Representative is no longer so designated, the holder of Controlling Class Certificates which owns, and is
identified (with contact information) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator as
owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class shall be the Controlling Class Representative.
Each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election of the Controlling Class Representative.
Notwithstanding anything to the contrary herein, the Controlling Class Representative cannot be any Access Restricted Party, any
Property Manager or any of their servicers or respective agents or Affiliates, or a Restricted Mezzanine Lender or an agent (other
than an unaffiliated established servicing institution servicing the subject mezzanine loan) or Affiliate thereof. Notwithstanding
anything to the contrary herein, each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator may
conclusively rely on any Investor Certification provided to it in connection with the foregoing and may require that Investor
Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


(c)          The
Majority Controlling Class Certificateholders shall give written notice to the Servicer, the Special Servicer, the Trustee and
the Certificate Administrator of the appointment of any Controlling Class Representative (in order to receive notices hereunder).


 


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Each party hereto hereby represents that, as of the Closing Date, no written notice of the appointment of a Controlling Class
Representative has been received by such party and the other parties to the Agreement acknowledge, and may conclusively rely upon,
such representation as of the Closing Date. From and after the Closing Date, the parties hereto will be required to comply with
the provisions of this Agreement with respect to the Controlling Class Representative including, without limitation, Sections 9.1(b) and 9.1(i) of this Agreement.


 


(d)          The
Controlling Class Representative may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote shall be delivered to the Certificate Administrator, the Trustee, the Servicer and the
Special Servicer, and such parties may conclusively rely on such notice.


 


(e)          Each
Holder of a Controlling Class Certificate is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide
its name and address to the Certificate Administrator and the Trustee and to notify the Certificate Administrator and the Trustee
of the transfer of any Certificate of the Controlling Class, the selection of a Controlling Class Representative or the resignation
or removal thereof. Any Certificateholder or its designee at any time appointed Controlling Class Representative is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the Certificate Administrator when such Certificateholder
or its 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 and the Servicer of the identity of the Controlling Class Representative
and any resignation or removal thereof. In addition, upon the request of the Servicer or the Special Servicer, as applicable,
the Certificate Administrator shall provide the name of the then-current Controlling Class and a list of the Certificateholders
of the Controlling Class to such requesting party.


 


(f)           Once
a Controlling Class Representative has been selected, each of the Depositor, the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely
on such selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement
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.


 


(g)          Until
it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with
respect to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)          The
Controlling Class Representative shall be responsible for its own expenses.


 


(i)           Notwithstanding
any other provision to this Agreement, in the event that no Controlling Class Representative has been appointed or identified
to the Servicer or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to
obtain such information from the Certificate Administrator and no such entity has been identified to the Servicer or the Special
Servicer, as applicable, then the Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide
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or consent of the Controlling Class Representative until such time as a Controlling Class Representative
meeting the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information
as is then in its possession to identify the Controlling Class Representative to the Servicer and the Special Servicer.


 


9.2          Limitation
on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative
shall have no liability to the Trust or Certificateholders for having acted in accordance with or as permitted by this Agreement,
or for refraining from the taking of any action.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative
and/or any Holder of a Controlling Class Certificate may each have relationships and interests that conflict with those of Holders
of one or more other Classes of Certificates; (ii) the Controlling Class Representative and/or any Controlling Class Certificateholder
may act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Representative and the
Holders of the Controlling Class do not have any duties to the Trust or to the Holders of any other Class of Certificates; (iv) the
Controlling Class Representative and/or any Holder of the Controlling Class may take actions that favor interests of the Controlling
Class over the interests of the Holders of one or more other Classes of Certificates; (v) neither the Controlling Class Representative
nor the Holders of the Controlling Class shall have any liability whatsoever to the Trust, the other parties to this Agreement,
the Certificateholders or any other Person (including any Borrower Party) for having acted in accordance with or as permitted
under the terms of this Agreement; and (vi) the Holders of the Certificates may not take any action whatsoever against the
Controlling Class Representative or any Holder the Controlling Class or any of the respective affiliates, directors, officers,
shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative or the Holders
the Controlling Class having acted in accordance with the terms of and as permitted under this Agreement.


 


9.3          Consent
to Various Actions; Rights and Powers of the Controlling Class Representative.


 


(a)          Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, Section 3.24, Section 9.3(b) and the last paragraph of this Section 9.3(a), (i) the 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 (which consent shall be deemed
given if the Special Servicer does not object within 15 Business Days (or, in the case of a determination of an Acceptable Insurance
Default, 90 days) of receipt of the Servicer’s written analysis and recommendation together with any information in the
possession of the Servicer that is reasonably required to make a decision regarding the subject action) (or, with respect to such
15 Business Day period (or such 90 day-period in the case of a determination of an Acceptable Insurance Default), such longer
period as required by the Mezzanine Intercreditor Agreement for review by any holder of the Mezzanine Loan), and (ii) during
any Control Period, the Special Servicer shall not be permitted to consent to the Servicer’s taking any of the actions constituting
a Major Decision, nor shall the Special Servicer itself be permitted to take any of the actions constituting a Major Decision,
as to which the Controlling Class Representative has objected in writing within ten Business Days (or, in the case of a determination
of an Acceptable


 



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Insurance Default, 30 days) after receipt of the written recommendation and analysis from the Special Servicer,
together with any information in the possession of the Special Servicer that is reasonably necessary to make a decision regarding
the subject action (provided, that if such written objection has not been received by the Special Servicer within such
ten Business Day period (or, in the case of a determination of an Acceptable Insurance Default, 30 day-period) after receipt of
such information, then the Controlling Class Representative shall be deemed to have approved such action); provided
that if the Special Servicer or Servicer (if the 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 Controlling Class
Representative during any Control Period, is necessary to protect the interests of the Certificateholders and the Companion Loan
Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender), the
Special Servicer or the Servicer, as applicable, may take any such action without waiting for such response so long as the Servicer
or the Special Servicer, as applicable, has made a reasonable effort to contact the Controlling Class Representative to inform
it of such need; provided, further, that the Special Servicer is not required to obtain the consent of the
Controlling Class Representative for any of the foregoing actions during any Consultation Period or any Consultation Termination
Period; provided, further, that the Special Servicer shall be required to consult, solely on a non-binding basis with (and
to consider alternative actions recommended by) (i) during any Consultation Period, the Controlling Class Representative
with respect to any of the Major Decisions and any other matter as to which consent of the Controlling Class Representative would
have been required during any Control Period, and (ii) at all times, the Companion Loan Holders (provided, that any such
consultation is not binding on the Special Servicer); and provided, further, that the Controlling
Class Representative shall not have any rights under clause (xi) or clause (xxi) of the definition of Major Decision
with respect to any material amendment, waiver or modification of the Mezzanine Intercreditor Agreement that is proposed by the
holder of the Mezzanine Loan if the Controlling Class Representative or an Affiliate thereof is a holder of all of or a controlling
interest in the Mezzanine Loan.


 


During
a Control Period or a Consultation Period, the Servicer or the Special Servicer, as applicable, shall provide notice to each other
and to the Controlling Class Representative of any material notice that the Servicer or Special Servicer, as the case may be,
has received under or related to any management agreement, comfort letter, subordination, non-disturbance and attornment agreement,
recognition agreement or similar agreement, and the Servicer or Special Servicer, as applicable, shall consult with the Controlling
Class Representative with respect to the contents of such notices.


 


During
a Control Period or a Consultation Period, the Servicer or Special Servicer, as applicable, shall provide notice to the Controlling
Class Representative of any proposed sale of any Property by the Borrowers, and shall provide the Controlling Class Representative
upon request copies of any offering documentation related thereto received pursuant to the Mortgage Loan Documents.


 


In
addition, during any Control Period, subject to Section 9.3(b) and the immediately following paragraph, the Controlling
Class Representative may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the
Mortgage Loan as the Controlling Class Representative may deem advisable or as to which provision is


 


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otherwise made herein. Notwithstanding
anything herein to the contrary, no such direction, and no direction or objection by the Controlling Class Representative contemplated
by any provision of this Agreement, may require or cause the Servicer or the Special Servicer to violate any provision of the
Mortgage Loan Documents, the Mezzanine Intercreditor Agreement, applicable law or this Agreement, including without limitation
the Special Servicer’s or the Servicer’s, as applicable, obligation to act in accordance with the Accepted Servicing
Practices, or expose any Certificateholder, the Trust, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or their affiliates, officers, directors or agents to any claim, suit or liability, result in the imposition of a tax upon the
Trust or materially expand the scope of the Servicer’s or Special Servicer’s responsibilities hereunder. Further notwithstanding
anything herein to the contrary, neither the Servicer nor the Special Servicer shall take or refrain from taking any action pursuant
to instructions or objections from the Controlling Class Representative that would cause it to violate applicable law, cause it
to violate Accepted Servicing Practices, require or cause it to violate provisions of this Agreement, require or cause it to violate
the terms of the Mortgage Loan Documents, expose any Certificateholder, the Trust, the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator or their affiliates, officers, directors or agents to any claim, suit or liability, result in the
imposition of federal income tax on the Trust (other than “net income from foreclosure property” as defined in the
REMIC provisions), or cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC under the Code.
Furthermore, in addition to the Controlling Class Representative’s rights of consent and consultation (as applicable) as
set forth in this Section 9.3(a) above, it is understood and agreed that to the extent any other provision of this
Agreement requires the provision of notice to, the obtaining of consent of, and/or consultation with, the Controlling Class Representative,
or otherwise provides for any right of the Controlling Class Representative thereunder, then none of the Trustee, the Certificate
Administrator, the Servicer or the Special Servicer shall be entitled to take any action (or omit to take any action) in contravention
of the applicable rights of the Controlling Class Representative contained in such provision; provided, that this sentence
is not intended to in any way (i) expand the rights of the Controlling Class Representative, (ii) limit the application
of the immediately preceding sentence, (iii) remove any limitations on the exercise of such rights set forth in the immediately
preceding sentence or elsewhere herein, or (iv) require the Trustee, the Certificate Administrator, the Servicer and/or the
Special Servicer to send a notice to, obtain the consent of, or consult with a new Controlling Class Representative whose name
and contact information have not yet been provided to the Trustee, the Certificate Administrator, the Servicer and/or the Special
Servicer; and provided, further, that if such other provisions are in any way subject to this Section 9.3,
then the exercise of such rights shall be subject to Section 9.3(b) and the immediately following paragraph.


 


If
the Special Servicer or Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative
or any direction, objection or advice from the Controlling Class Representative would require or otherwise cause the Special Servicer
or Servicer, as applicable, to violate the terms of the Mortgage Loan Documents, the Mezzanine Intercreditor Agreement, applicable
law, provisions of the Code, or this Agreement, including without limitation, the Accepted Servicing Practices, or expose any
Certificateholder, the Trust, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or their affiliates,
officers, directors or agent to any claim, suit or liability, or result in the imposition of a tax upon the Trust, or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, or materially expand the scope of the Servicer’s
or Special Servicer’s responsibilities


 


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hereunder, then the Special Servicer or Servicer, as applicable, shall disregard
such refusal to consent, direction, objection or advice and notify the Controlling Class Representative, the Trustee, the Certificate
Administrator and the 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 Servicer or Special Servicer in accordance with the direction
of or approval of the Controlling Class Representative that does not violate the Mortgage Loan Documents, the Mezzanine Intercreditor
Agreement, any applicable law, provisions of the Code (resulting in the imposition of federal income tax on the Trust, causing
either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC) or the Accepted Servicing Practices or any
other provisions of this Agreement, shall not result in any liability on the part of the Servicer or the Special Servicer.


 


(b)          During
any Consultation Termination Period, the Controlling Class Representative shall have no consent or consultation rights under this
Agreement and shall have 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 Controlling Class Representative; provided, that the
Controlling Class Representative (if and to the extent that it is a Certificateholder) shall maintain the right to exercise its
Voting Rights for the same purposes as any other Certificateholder under this Agreement.


 


9.4          Controlling
Class Representative Contact with Servicer and Special Servicer. Upon reasonable request, each of the Servicer and the Special
Servicer shall, without charge, make a Servicing Officer available to answer questions from the Controlling Class Representative
(during any Control Period and any Consultation Period) regarding the performance and servicing of the Mortgage Loan (or, in the
case of the Special Servicer, the Special Servicer’s operational activities on a platform level basis related to the servicing
of the Mortgage Loan after a Special Servicing Loan Event and the servicing of any Foreclosed Property) for which the Servicer
or the Special Servicer, as the case may be, is responsible.


 


Notwithstanding
any provision of this Agreement to the contrary, the failure of the Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement if the Servicer
or the Special Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with the Accepted
Servicing Practices, that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or
the Trust Fund or otherwise materially harm the Trust or the Trust Fund.


 


10.          TERMINATION


 


10.1          Termination. (a)  The
respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate
Administrator created hereby (other than the obligation to make any required remittances to the Companion Loan Holders, other
than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and other than the
indemnification rights and obligations of the parties hereto) shall terminate upon the last action required to be taken by the
Certificate Administrator on the final Distribution Date pursuant to


 


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this Article 10 following the later of (i) the
final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan
(including, without limitation, in connection with the sale of the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement
or this Agreement, as applicable) or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage
Loan, provided, however, 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.


 


(b)          On
the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a person other than
the Certificateholders, shall be applied as described in Section 4.1.


 


(c)          Notice
of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date)
upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment of
the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall
be made upon presentation and surrender of Certificates at the office or agency of the Certificate Administrator therein designated,
(B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date
is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the
Certificate Administrator therein specified.


 


10.2        Additional
Termination Requirements. In connection with any termination pursuant to Section 10.1 other than final payment
on the Mortgage Loan, the Trust shall be terminated in accordance with the following additional requirements, unless the Certificate
Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating either the
Lower-Tier REMIC or the Upper-Tier REMIC shall not subject the Trust, the Lower-Tier REMIC or the Upper-Tier REMIC to federal
income tax:


 


(i)           within
89 days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the 90 day
liquidation period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from the Certificate
Administrator to the Certificateholders as soon as practicable prior to such final Distribution Date, and shall specify such date
in the final tax return of each such REMIC;


 


(ii)          at
or after the time of adoption of such plan of complete liquidation and at or prior to the final Distribution Date, the Servicer
shall sell any remaining assets (other than cash) of the Trust and credit the proceeds thereof to the Trust; and


 


(iii)         at
or after such time as the proceeds from the disposition of the remaining assets of the Trust shall have been credited to the Trust,
the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC to be distributed
to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the Class R Certificates
(in respect of the Class LT-R


 



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Interest) in accordance with Section 4.1(b), and (B) as part of the Upper-Tier
REMIC to be distributed to the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R
Interest) in accordance with Section 4.1(a), Section 4.1(b) and Section 4.3(a)(ii).


 


10.3        Trusts
Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


11.          MISCELLANEOUS
PROVISIONS


 


11.1        Amendment. (a) This
Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders or any
Companion Loan Holder:


 


(i)           to
correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any provision of this Agreement
;


 


(ii)          to
cause the provisions of this Agreement to conform or be consistent with or in furtherance of the statements made in the Offering
Circular with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of its provisions which
may be inconsistent with any other provisions herein or to correct any error;


 


(iii)         to
change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property Account,
provided that (A) the Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B)(1) the change would not adversely affect in any material respect the interests of any Certificateholder not
consenting thereto, as evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment or at the expense
of the Trust (which amounts may be paid out of the Collection Account) if the requesting party is the Trustee or the Certificate
Administrator) or (2) Rating Agency Confirmation is obtained;


 


(iv)         to
modify, eliminate or add to any of its provisions to the extent necessary to maintain the qualification of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC, at all times that any Certificate is outstanding, or to avoid or minimize the risk of
imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim against the Lower-Tier REMIC or the
Upper-Tier REMIC; provided, that the Trustee and the Certificate Administrator 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 the risk of imposition of any such tax and (2) the action shall not adversely affect in any material
respect the interests of any holder of the Certificates;


 


(v)          to
modify, eliminate or add to any of its provisions 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 shall not give rise to any
tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, that the Depositor
may conclusively rely upon an Opinion of Counsel to such


 


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effect (a copy of which will be delivered to the Trustee and the Certificate
Administrator);


 


(vi)         to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided,
that the required action shall not adversely affect in any material respect the interests of any Certificateholder not consenting
thereto, as evidenced by an Opinion of Counsel, and the Trustee and the Certificate Administrator shall have received a Rating
Agency Confirmation, provided, that any amendment pursuant to this clause (vi) that would adversely affect the rights
of the Controlling Class or the Controlling Class Representative shall be subject to the consent of the Holders of the Controlling
Class or the Controlling Class Representative, as applicable;


 


(vii)        to
amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation, provided, that any amendment pursuant
to this clause (vii) that would adversely affect the rights of the Controlling Class or the Controlling Class Representative
shall be subject to the consent of the Holders of the Controlling Class or the Controlling Class Representative, as applicable;


 


(viii)       to
modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor, the
Servicer, and the Trustee, determine that the commercial mortgage-backed securities industry standard for such provisions has
changed, in order to conform to such industry standard, (B) such modification does not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel, (C) Rating Agency Confirmation
is obtained and (D) during any Control Period and any Consultation Period, the Controlling Class Representative consents to such
modification; and


 


(ix)         to
modify the provisions set forth in this Agreement relating to Exchange Act Rule 17g-5 or Rule 15Ga-1; provided, that such
amendment would not materially increase the obligations of any of the Servicer, the Special Servicer, the Certificate Administrator,
the 17g-5 Information Provider or the Trustee (unless consented to by such party).


 


Notwithstanding
the foregoing, no such amendment to this Agreement contemplated by this Section 11.1(a) shall be permitted if the amendment would
adversely affect any Companion Loan Holder in its capacity as such without its consent.


 


(b)          This
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate
Administrator with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than 51% of the Percentage
Interests of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel) 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


 



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the Holders of the Certificates; provided, however, no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed
on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments
on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted
Servicing Practices set forth herein, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders
which are required to consent to any action or inaction under this Agreement; (v) amend this Section 11.1; or
(vi) adversely affect any Companion Loan Holder in its capacity as such without its consent


 


It
shall not be necessary for the consent of Certificateholders under this Section 11.1 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator or the Trustee may prescribe.


 


Notwithstanding
any contrary provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any
amendment to this Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment
is authorized or permitted hereunder and all conditions precedent to such amendment have been satisfied, and (ii) no amendment
shall be made to this Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of
Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal
income tax on the Trust, cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC.


 


(c)          Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter, the Certificate Administrator
shall furnish written notification of the substance of such amendment to each of the Depositor, the Initial Purchasers, the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Borrower Parties and the Rating Agencies.


 


(d)          In
the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1 shall be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or the Special Servicer,
as applicable, and, to the extent required by this Section 11.1, the required Certificateholders and/or the Companion
Loan Holders, as applicable.


 


(e)          The
costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating Agency Confirmations,
shall be borne by the party requesting such amendment (or, if such amendment is required by any of the Rating Agencies to maintain
the rating issued by it or requested by the Trustee or the Certificate Administrator (which do not modify or otherwise relate
solely to the obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor
and, if


 



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neither the Depositor nor any successor thereto is in existence, the Trust (which amounts may be paid out of the Collection
Account)).


 


11.2        Recordation
of Agreement; Counterparts. (a) This Agreement or an abstract hereof, if acceptable by the applicable recording office,
is subject to recordation in all appropriate public offices for real property records in the county in which any Property subject
to the Mortgages is situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected
by the Trustee or the Certificate Administrator at the expense of the Trust upon its receipt of an Opinion of Counsel to the effect
that such recordation materially and beneficially affects the interests of the Certificateholders of the Trust.


 


(b)          For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


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


 


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


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR


 



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


 


11.4        Notices. All
demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt (except that
notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to have been given upon being
sent by first class mail, postage prepaid) as follows:


 


If
to the Depositor, to:



Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention:  Paul Vanderslice

Facsimile: (212) 723-8599


 


and:

Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention:  Richard Simpson

Facsimile: (646) 328-2943


 


and:

Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention:  Ryan M. O’Connor

Facsimile: (646) 862-8988


 


with
electronic copies to:



Richard Simpson at richard.simpson@citi.com


 


and
to:



Ryan M. O’Connor at ryan.m.oconnor@citi.com


  


If
to the Servicer, to:



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


 



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and
with respect to e-mail pursuant to this Agreement, at


 


NoticeAdmin@midlandls.com


 


With
copies to:



Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City

Missouri 64106-2150

Attention: Kenda K. Tomes

fax number: (816) 412-9338


  


If
to the Special Servicer, to:



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


 


and
with respect to e-mail pursuant to this Agreement, at


 

NoticeAdmin@midlandls.com



 


With
copies to:



Stinson Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City

Missouri 64106-2150

Attention: Kenda K. Tomes

fax number: (816) 412-9338


  


If
to the Trustee, to:



Deutsche Bank Trust Company Americas

1761 E. St. Andrew Place

Santa Ana, California 92705

Attention: CGBAM 2015-SMRT

Facsimile number: (714) 247-6009

Email: holder.inquiry@db.com


 



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If
to the Certificate Administrator, to:



Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Global Transaction Services-CGBAM Commercial Mortgage

Trust 2015-SMRT

Fax number: (212) 816- 5527


 


or,
for certificate transfers:


 


Citibank,
N.A.

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Global Transaction Services--CGBAM Commercial Mortgage

Trust 2015-SMRT


  


If
to the Initial Purchasers, to:



(i) in the case of Citigroup Global Markets Inc.:


 


Citigroup
Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice

Facsimile: (212) 723-8599


 


and:

Citigroup Global Markets Inc.

390 Greenwich Street, 7th Floor

New York, New York 10013

Attention:  Richard Simpson

Facsimile: (646) 328-2943


 


and:

Citigroup Global Markets Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention:  Ryan M. O’Connor

Facsimile: (646) 862-8988


 


with
electronic copies to:



Richard Simpson at richard.simpson@citi.com


 





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and
to:



Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


(ii)
in the case of Merrill Lynch, Pierce, Fenner and Smith Incorporated:



Merrill Lynch, Pierce, Fenner and Smith Incorporated

One Bryant Park

New York, New York 10036

Attention: Director of CMBS Securitization

Facsimile: (646) 855-5044

Email: leland.f. bunch@baml.com


 


with
a copy to:



W. Todd Stillerman, Esq.

Bank of America Merrill Lynch Legal Department

214 North Tryon Street, 20th Floor

NC1-027-20-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127

Email: william.stillerman@bankofamerica.com


  


If
to the initial Controlling Class Representative, to:

_________________________________

_________________________________

_________________________________

_________________________________

Attention: ________________________

Fax number: ______________________


 


If to any Certificateholder, to:



the address set forth in the Certificate Register


 


If
to the Borrower Parties: at the respective addresses therefor set forth in the Mortgage Loan Agreement


 


or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.


 


Notwithstanding
anything to the contrary herein, any and all communications (both text and attachments, excluding any notice to the Servicer or
the Special Servicer under Section 7.1(a)) by or from the Certificate Administrator, in any of its capacities, that
the


 



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Certificate Administrator in its sole discretion deems to contain confidential, proprietary, and/or sensitive information
and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete a one-time
registration process. Information and assistance on registering and using the email encryption technology can be found at the
Certificate Administrator’s Secure website http://www.citi.com/citi/citizen/privacy/email.htm or by calling (866) 535 2504
(in the U.S.) or (904) 954-6181.


 


11.5          Notices
to the Rating Agencies. The Servicer or the Special Servicer, as applicable, and Certificate Administrator shall furnish such
other information regarding the Trust as may be reasonably requested by the Rating Agencies to the extent such party has or can
obtain such information without unreasonable effort or expense; provided, however, that such other information is
first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 8.14(b); provided,
further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested such information. Notwithstanding
the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event or Special Servicer
Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder
shall be in writing.


 


Any
notices and Rating Agency Confirmation requests shall be sent to the Rating Agencies shall be sent to the following addresses:


  


Morningstar
Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

Email: cmbsratings@morningstar.com



Standard & Poor’s Ratings Services

55 Water Street, 40th Floor

New York, New York 10041

Attention: CMBS Surveillance Group




Email:
cmbs_info_17g5@standardpoors.com


 


11.6          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.


 


11.7          Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action
or to commence any proceeding in any court for a petition or winding up of the Trust, or otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.


 


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No
Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein)
or in any manner otherwise control the operation and management of the Trust, 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 Certificateholders be under any liability to any third
party by reason of any action by the parties to this Agreement pursuant to any provision hereof.


 


No
Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself
of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of a Servicer Termination Event
or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as herein before provided, and unless
the Holders of Certificates aggregating not less than 25% of the Voting Rights of the Certificates shall also have made written
request upon the Trustee 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 being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall
have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over
or preference to any other such Holder except as provided herein with respect to entitlement to payments or to enforce any right
under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. 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.


 


11.8          Certificates
Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations of the Trust, that the
interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and the Certificates,
upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall be deemed fully paid.


 


11.9          Reproduction
of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers
and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial
statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.


 


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11.10          No
Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties
hereto and the Services of the Servicer and the Special Servicer shall be rendered as an independent contractor and not as agent
for the Trustee or the Depositor.


 


11.11          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, where required, to the Depositor, the Servicer, the Special Servicer and/or the Trustee. 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
Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator if made in the manner provided in
this Section.


 


(b)       
     The fact and date of the execution of 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 Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator
in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)              The
Certificate Administrator may require additional proof of any matter referred to in this Section as it shall deem
reasonably necessary.


 


11.12          Successors
and Assigns. The rights and obligations of any party hereto
shall not be assigned (except as expressly permitted hereunder, including pursuant to Section 6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other parties hereto. This Agreement shall inure
to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator
and their respective permitted successors and assigns. No Person other than a party to this Agreement, a designated third-party
beneficiary and any Certificateholder shall have any rights with respect to the enforcement of any of the rights or obligations
hereunder. Without limiting the foregoing, the parties to this Agreement specifically agree that (i) each Loan Seller, each Companion
Loan Holder and each Initial Purchaser shall be a third-party beneficiary of this Agreement with respect to any of its respective
rights specifically set forth hereunder, (ii) each Other Depositor and Other Exchange Act Reporting Party shall be third-party
beneficiary of this Agreement with respect to its rights under Article 13, and (iii) no Borrower Party, Property Manager or, except
as contemplated by the immediately preceding clause (i), other party to the Mortgage Loan is an intended third-party beneficiary
of this Agreement.


 


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11.13          Acceptance
by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment as Authenticating
Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each such capacity pursuant
to the terms of this Agreement.


 


11.14          Streit
Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A
of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred
or imposed by this Agreement; provided, however, to the extent that such Section 126 and/or 130-k shall not
have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this
Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease
to have any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of this Agreement
and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A
shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed,
or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such
Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


 


11.15          Assumption
by Trust of Duties and Obligations of the Mortgage Lender Under the Mortgage Loan Documents. The Trustee on behalf of the Trust
as assignee of the Trust Loan and the Servicer and the Special Servicer hereby acknowledge that the Trust assumes all of the rights
and obligations of the Mortgage Lender as lenders under the Mortgage Loan Documents and agrees to be bound thereby, and in accordance
with the terms thereof. Such acknowledgement on behalf of the Trust is made by the Trustee in the exercise of the powers and authority
conferred and vested in it and is intended for the purpose of binding only the Trust. Nothing contained in this Section shall
be construed as creating any liability on the part of the Trustee, individually or personally, it being agreed that all liabilities
and obligations being acknowledged as assumed are solely those of the Trust, and under no circumstances shall the Trustee be liable
personally for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under
this Agreement, any Mortgage Loan Document or any related document.


 


11.16          Treatment
as a Security Agreement. The Depositor, concurrently with the execution and delivery hereof, has conveyed to the Trust, all
of its right, title and interest in and to the Trust Loan. The parties intend that such conveyance of the Depositor’s right,
title and interest in and to the Trust Loan pursuant to this Agreement shall constitute a purchase and sale and not a loan. If
such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Depositor shall be deemed
to have granted, and in such event does hereby grant, to the Trustee, in trust for the registered holders of Holders of CGBAM
Commercial Mortgage Trust 2015-SMRT, Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, a first priority security
interest in all of its right, title and interest, whether now owned or existing or hereafter acquired or arising, in, to and under
the Trust Loan, all payments of principal or interest with respect to the Trust Loan on or after the Closing Date and all proceeds
thereof that may come due with respect to the Trust Loan and that this Agreement shall constitute a security agreement under applicable
law.


 


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11.17        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.


 


12.          REMIC
ADMINISTRATION


 


12.1          REMIC
Administration. (a) The Depositor intends that each of the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute,
and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a REMIC,
and the provisions hereof shall be interpreted consistently with this intention.


 


(b)            The
Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC to treat the segregated pool of assets constituting such REMIC as a REMIC under the Code. Each such election shall be made
on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued.


 


(c)            The
Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier REMIC
within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Regular Certificates
and the Uncertificated Lower-Tier Interests is the Rated Final Distribution Date for the purposes of Section 860G(a)(1) of
the Code.


 


(d)            The
Certificate Administrator shall prepare or cause to be prepared and file or cause to be filed with the IRS, on behalf of each
of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such REMIC on IRS Form SS-4
or obtain such number by other permissible means. Within thirty days of the Closing Date, the Certificate Administrator shall
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 Persons that Holders of the Certificates may contact for tax information relating thereto (and the Certificate
Administrator shall act as the representative of each of the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together
with such additional information as may be required by such Form, and shall update such information at the time or times and in
the manner required by the Code (and the Depositor agrees within ten Business Days of the Closing Date to provide any information
reasonably requested by the Servicer or the Certificate Administrator and necessary to make such filing).


 


(e)            The
Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with the
preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its business,
but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax related duties under this Agreement,
including without limitation any expenses, costs or


 


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liabilities associated with audits or any administrative or judicial proceedings
with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities, shall be reimbursable
from the Trust.


 


(f)          The
Certificate Administrator shall prepare or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign
(and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state and
local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as the
direct representative for such REMIC. Except as provided in Section 12.1(e), the expenses of preparing and filing
such returns shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in
its possession, and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this
subsection, and the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations
hereunder.


 


(g)          The
Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting and other
tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance
issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator shall provide
(i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified
Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization
and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Depositor
shall provide on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request)
to the Certificate Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier
REMIC as is in its possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform
its obligations under this subsection.


 


(h)          The
Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person of the
Upper-Tier REMIC and the Lower-Tier REMIC, pursuant to Treasury Regulations Section 1.860F-4(d). The duties of the Tax Matters
Persons for the Upper-Tier REMIC and the Lower-Tier REMIC are hereby delegated to the Certificate Administrator as agent for the
related Tax Matters Person, and the Class R Certificateholders, by acceptance of the Class R Certificates, agree, on
behalf of themselves and all successor holders of such Class R Certificates, to such delegation to the Certificate Administrator
as its agent and attorney in fact.


 


(i)          The
Trustee, the Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall
perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the
Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC.


 


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(j)           The
Trustee, the Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall
not take any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control
and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected
to (i) endanger the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) unless permitted
under Section 12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC
(including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions as defined in Code Section 860G(d)) (any such result in clause (i) or (ii), an “Adverse
REMIC Event”) unless (A) the Trustee, the Certificate Administrator and the Servicer have received a Nondisqualification
Opinion (at the expense of the party seeking to take such action or of the Trust if taken for the benefit of the Certificateholders)
with respect to such action or (B) the Trustee, the Certificate Administrator and the Servicer have received an opinion (at
the expense of the party seeking to take such action or of the Trust if taken for the benefit of the Certificateholders) to the
effect that such action shall not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and
that no tax shall actually be imposed.


 


(k)          Any
and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any
tax on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that
the Servicer, upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator
the amount of any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, if
such taxes shall have been imposed on account of the negligence, bad faith, fraud or willful misconduct of any party hereto, or
in connection with the breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall
be paid by such party.


 


(l)           The
Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier REMIC
and the Upper-Tier REMIC on a calendar year and on an accrual basis.  Notwithstanding anything to the contrary contained
herein or in the Mortgage Loan Documents (but subject to Section 1.3), all amounts collected on the Trust Loan shall,
for federal income tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue
interest) other than Default Interest.  The books and records shall be sufficient concerning the nature and amount of
the investments of the Lower-Tier REMIC and the Upper-Tier REMIC to show that such REMIC has complied with the REMIC Provisions.


 


(m)         None
of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which
either the Lower-Tier REMIC or the Upper-Tier REMIC shall receive a fee or other compensation for services.


 


(n)          In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten days after the Closing Date, all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the


 



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Certificates,
including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Certificates
and the Class R Certificates, as applicable, and the projected cash flows on the Trust Loan.  Thereafter, the Depositor,
the Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon request therefor,
any such additional information or data that the Certificate Administrator may, from time to time, reasonably request in order
to enable the Certificate Administrator to perform its duties as set forth herein.  The Certificate Administrator is
hereby directed to use any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special
Servicer in the preparation of all federal, state or local income, franchise or other tax and information returns and reports
for each of the Lower-Tier REMIC and the Upper-Tier REMIC to Certificateholders as required herein.  The Depositor hereby
indemnifies the Certificate Administrator for any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments or other costs and expenses of the Certificate Administrator arising from any errors or
miscalculations of the Certificate Administrator pursuant to this Section 12.1 that result from any failure of the
Depositor to provide or to cause to be provided, accurate information or data to the Certificate Administrator (but not resulting
from the methodology employed by the Certificate Administrator) on a timely basis and such indemnifications shall survive the
termination of this Agreement and the termination of the Certificate Administrator.


 


The
Certificate Administrator agrees that all such information or data so obtained by it shall be regarded as confidential information
and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees
and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all
of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such
information or data without the prior written consent of the Depositor, unless such information is generally available to the
public (other than as a result of a breach of this Section) or is required by-law or applicable regulations to be disclosed.


 


12.2        Foreclosed
Property. (a) The parties hereto acknowledge and
understand that if the Trust were to acquire any Property as Foreclosed Property and were to own and operate that Property in
a manner consistent with the manner in which the Properties are currently owned and operated by the Borrower Parties, through
a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be
considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to
tax at normal corporate income tax rates.


 


In
determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder,
shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable
judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible
alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results
in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the
Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC,
shall exceed the likely recovery to the Trust if the Trust were to net lease


 



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the Foreclosed Property or were not to acquire and
hold the Foreclosed Property.  If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf
of the Trustee, if a Property Manager would not be considered an Independent Contractor, shall either renegotiate the applicable
Property Management Agreement or replace such Property Manager with a Successor Manager (as appropriate and to the extent permitted
under such Property Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent
Contractor.  If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best
interests of Certificateholders on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier
REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property”
under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as
to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds
such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant
to Section 3.4(c)(xii).


 


Without
limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)       permit
the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms
shall 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 shall constitute Rents from Real Property;


 


(iii)     authorize
or permit any construction on the Foreclosed Property, other than 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 improvements was completed before default on
the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)     Directly
Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through a Property
Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date.


 


(b)      The
Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its
fair market value in accordance with Section 3.16.  In any event, however, the Special Servicer,
acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event
later than the close of the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer,
on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the
IRS to sell such Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust of the Foreclosed Property
for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of
the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the


 



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Lower-Tier REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding, in which event such period shall be extended by such additional
specified period, with the expenses of obtaining any such extension of time being an expense of the Trust.  If the Special
Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf
of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period
as such Extension permits (the “Extended Period”).  If the Special Servicer, acting on behalf of
the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable
to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder,
has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed
Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended
Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance
with Accepted Servicing Practices.


 


(c)      Within
30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator
and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property
was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property,
(iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of
acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably
request.


 


12.3    Prohibited Transactions and Activities. The Special Servicer,
on behalf of the Trust, shall not permit the sale or disposition of the Trust Loan unless the Trust Loan is the subject of a Material
Breach or Material Document Defect or is in default or default with respect thereto is not reasonably foreseeable (except in a
disposition pursuant to (i) the bankruptcy or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier
REMIC in a “qualified liquidation” as defined in Section 860F(a)(4) of the Code), nor acquire any assets for
either the Lower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in
the Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services,
nor accept any contributions to either the Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash contribution during the
three month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting
it to take such action) to the effect that such disposition, acquisition, substitution or acceptance shall not (a) affect
adversely the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or of the Certificates as representing
regular interests therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the
encumbrance of the assets transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the
provisions of this Agreement), or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on
“prohibited transactions” or “prohibited contributions” pursuant to the REMIC Provisions.


 


12.4    Indemnification
with Respect to Certain Taxes and Loss of REMIC Status. (a) If either the Lower-Tier REMIC or the Upper-Tier
REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited
transaction


 



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or contribution subject to taxation under the REMIC Provisions due to the negligence, bad faith or willful misconduct
by the Certificate Administrator of its duties and obligations specifically set forth herein, or by reason of the Certificate
Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall indemnify
the Trust against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments or other costs and expenses (“Losses”) resulting therefrom; provided, however, the
Certificate Administrator shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the
Servicer, the Special Servicer, the Trustee or the Holders of the Class R Certificates nor for any such Losses resulting
from misinformation provided by the Holders of the Class R Certificates, the Servicer, the Special Servicer, the Trustee,
or the Depositor, on which the Certificate Administrator has relied.  The foregoing shall not be deemed to limit or
restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity.


 


(b)          If
either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state
or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the negligence, bad faith or willful misconduct of the Servicer or the Special Servicer in the performance of its duties
and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its
obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust against
any and all Losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case may
be, shall not be liable for any such losses attributable to the action or inaction of the Certificate Administrator, the Depositor,
the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate
Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as
the case may be, has relied.  The foregoing shall not be deemed to limit or restrict the rights and remedies of any
successor Holders of the Class R Certificates at law or in equity.


 


13.           EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE


 


13.1        Intent
of the Parties; Reasonableness.  The parties hereto acknowledge and agree that the purpose of Article 13 of
this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and
the related rules and regulations of the Commission.  Except as expressly required by Sections 13.7, 13.8
and 13.9, 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 CGBAM Commercial Mortgage Trust
2015-SMRT, Commercial Mortgage Pass Through Certificates, Series 2015-SMRT, and any Companion Loan Securities, each of the parties
to this Agreement shall cooperate fully with the Depositor, the


 



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Certificate
Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other
Depositor, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records
and any other information in its possession or reasonably available to it and necessary in the reasonable good faith determination
of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable,
to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer,
the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the
servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be
necessary in order to effect such compliance. 


 


13.2        Succession;
Sub-Servicers; Subcontractors. (a)  For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements
contained in Section 13.7 of this Agreement), in connection with the succession to the Servicer, the Special Servicer or
any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer” meeting the criteria
contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Servicer, Special
Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer,
the Special Servicer or any such Sub-Servicer, the Servicer or Special Servicer, as applicable (depending on whether such succession
involves it or one of its Sub-Servicers), shall provide (other than in the case of a succession pursuant to an appointment under
Section 7.1 or 7.2, in which case the successor servicer or successor 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 as long as such notice is not given by a successor
servicer or successor special servicer appointed under Section 7.1 or 7.2), 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 each such Other
Depositor, all information relating to such successor servicer reasonably requested by 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 any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Servicer, the Special
Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the Servicer, the Special Servicer,
the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 13.2(b)
and Sections 13.2(c), 13.2(d) and 13.16, a “Servicing Party”) is permitted to utilize
one or more Subcontractors to perform certain of its obligations hereunder.  Such Servicing Party shall promptly upon
request provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, a written
description (in form and substance satisfactory to each such Other Depositor) of the role and function of each Subcontractor that
is a Servicing Function Participant utilized by such Servicing Party during the preceding calendar year, specifying (i) the
identity of such Subcontractor, and (ii) which


 




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elements of the Servicing Criteria will be addressed in assessments of compliance
provided by each such Subcontractor.  Each Servicing Party shall cause any Subcontractor utilized by such Servicing
Party that is determined to be a Servicing Function Participant to comply with the provisions of Section 13.8 and Section
13.9 of this Agreement to the same extent as if such Subcontractor were such Servicing Party.  Such Servicing Party
shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit N, shall use
commercially reasonable efforts to obtain from 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 13.8 and
Section 13.9 of this Agreement, in each case, as and when required to be delivered.


 


(c)           For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such
Servicing Party 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 Servicing Party 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, 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 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 Servicer
or the Special Servicer) or sub-servicing agreement (with respect to any other Servicing Party) 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 each Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such
reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)           For
so long as 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 13.6 of this
Agreement) and shall furnish pursuant to Section 13.6 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 each Other Exchange Act Reporting Party to accurately and timely report the event under Item


 


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6.02
of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act
are required to be filed under the Exchange Act). 


 


13.3        Other
Securitization Trust’s Filing Obligations.  For so long as any Other Securitization Trust is subject to the
reporting requirements of the Exchange Act, the Servicer, the Special Servicer, the Custodian, the Certificate Administrator and
the Trustee shall (and shall cause (or, in the case of each Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each Other
Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the Exchange
Act. 


 


13.4        Form
10-D Disclosure.  For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, within one Business Day after the related Distribution Date
(using commercially reasonable efforts), but in no event later than noon (New York City time) on the third Business Day after
the related Distribution Date, (i) the parties as set forth on Exhibit R to this Agreement, shall be required
to provide to the Depositor, each Other Exchange Act Reporting Party and each 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 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, and (ii) the parties listed on
Exhibit R to this Agreement shall include with such Additional Form 10-T 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 T to this Agreement.  The
Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit
R to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. 


 


13.5        Form
10-K Disclosure.  For so long as 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 S to this Agreement
shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a 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, each Other Exchange Act Reporting Party and each 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,



 


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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 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
S to this Agreement applicable to such party, and (ii) the parties listed on Exhibit S 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 T to this Agreement.  The Certificate Administrator has no duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit S to this Agreement of their
duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.


 


13.6        Form
8-K Disclosure.  For so long as 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 Business Day after the occurrence of
an event requiring disclosure on Form 8-K (each such event, 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 U to this Agreement shall be required to provide (and (i) with respect
to any Servicing Function Participant of such party that is a 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,
each Other Depositor and each 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 each such Other Depositor, each such Other Exchange Act Reporting Party and such providing
parties, any Form 8-K Disclosure Information described on Exhibit U to this Agreement as applicable to such party, if applicable,
and (ii) the parties listed on Exhibit U 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 U,
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 T.  The
Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit
U of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. 


 


13.7        Annual
Compliance Statements.  On or before March 15 of each year, commencing in 2016, each of the Servicer, the Special
Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as
any


 



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Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (if it has made,
or is required to make, an Advance during the applicable calendar year), at its own expense, shall furnish (and each such party,
(i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit S with which
it has entered into a servicing relationship with respect to the Mortgage Loan, 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 such Servicing
Function Participant and each of the Servicer, Special Servicer, the Custodian, the Certificate Administrator and the Trustee
(if it has made, or is required to make, an Advance during the applicable calendar year), a “Certifying Servicer”)
to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee,
the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust,
the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer
thereof, that (A) a review of such Person’s activities during the preceding calendar year or portion thereof and of
such Person’s performance under this Agreement or the applicable sub-servicing agreement, as applicable, has been made under
such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Person
has fulfilled all its obligations under this Agreement or the applicable sub-servicing agreement, as applicable, 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.  For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s
Certificate, the Depositor (and, in the case of a 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 Servicing Function Participant with which such Certifying Servicer has entered into a servicing relationship with respect
to the Trust Loan 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 such Certifying Servicer that serviced the Trust Loan or a 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.  Copies
of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged
Person by the Certificate Administrator by posting such Compliance Report to the Certificate Administrator’s Website pursuant
to Section 8.14(b).


 


13.8        Annual
Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 15 of
each year, commencing in 2016, the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special
servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of
the Exchange Act, Custodian, the Certificate Administrator and the Trustee (if it has made, or is required to make, an Advance
during the applicable calendar year), each at its own expense, shall furnish (and each such party, (i) with respect to each
Servicing Function Participant that is a


 


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Sub-Servicer set forth on Exhibit S with which it has entered into a servicing
relationship with respect to the Mortgage Loan, 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 Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, 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 and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5
Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Depositor and
the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party), a report on an assessment of compliance with the Applicable Servicing
Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the
Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance
with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable
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 Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and
(D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants
has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria
as of and for such period.  Copies of all compliance reports delivered pursuant to this Section 13.8 shall
be provided to any Certificateholder, upon the written request therefor, 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 Applicable Servicing Criteria.  For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such report, 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. 


 


(b)        On
the Closing Date, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee each acknowledge
and agree that Exhibit L to this Agreement sets forth the Relevant Servicing Criteria for such party. 


 


(c)        No
later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian
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, in each case, 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 Servicer, the Special Servicer
and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate
Administrator, the Custodian, the


 


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Trustee (if it has made, or is required to make, an Advance during the applicable calendar year)
and any Servicing Function Participant  submit their assessments pursuant to Section 13.8(a) of this Agreement,
such parties, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 13.9)
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 Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Custodian or the Trustee (if it has made, or is required to make, an Advance
during the applicable period) 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 Loan Seller Sub-Servicer, shall use commercially reasonable
efforts to cause) any Servicing Function Participant engaged by it to provide (and the Servicer, the Special Servicer, Certificate
Administrator, the Custodian and the Trustee shall, with respect to any Servicing Function Participant that resigns or is terminated
under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual assessment of compliance
pursuant to this Section 13.8, coupled with an attestation as required in Section 13.9 in respect of the period
of time that the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator, the Custodian, or the Trustee (if it has made, or is required
to make, an Advance during such period of time) was subject to this Agreement or the period of time that the applicable Servicing
Function Participant was subject to such other servicing agreement. 


 


13.9      Annual
Independent Public Accountants’ Servicing Report.  On or before March 15 of each year, commencing in 2016,
the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (if it has made, or is required to make, an
Advance during the applicable calendar year), each at its own expense, shall cause (and each such party, (i) with respect
to each Servicing Function Participant that is a 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 Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee, 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 to the Certificate Administrator (who shall post it to the Certificate Administrator’s
Website pursuant to Section 8.14(b)), the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that
is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) and the 17g-5
Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)),
to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer,
which includes an assessment from such Reporting Servicer of its compliance with the Applicable 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


 


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Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment
of compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion
regarding such party’s assessment of compliance with the Applicable 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 accountant’s attestation report required hereunder shall be made in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act.  Such report must be available for general
use and not contain restricted use language.  Copies of all statements delivered pursuant to this Section 13.9
shall be made available to any Privileged Person by the Certificate Administrator posting such statement on the Certificate Administrator’s
Website pursuant to Section 8.14(b).


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt
of such report from the 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 calendar year) or any Servicing Function Participant, the Depositor and
each Other Depositor may review the report and, if applicable, consult with the Servicer, the Special Servicer or, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator,
the Custodian or the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year) as to the
nature of any defaults by the 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 calendar year) or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Trust Loan or any Companion Loan, as the case may be, in the
fulfillment of any of the Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Custodian’s,
the Trustee’s (if it has made, or is required to make, an Advance during the applicable calendar year) or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing agreement.


  


13.10      Significant
Obligor.  With respect to any Companion Loan that the applicable Other Depositor has notified the Servicer in writing
that the Property is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to
an Other Securitization Trust that includes such Companion Loan, the Servicer shall, after receipt of updated net operating income
information for the Property, (x) promptly deliver the financial statements of such “significant obligor” to
the Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust and (y) update the following
columns related to the “significant obligor” of the CREFC Loan Periodic Update File for (i) the next applicable
Distribution Date if the Servicer receives such updated net operating income information at least ten (10) Business Days prior
to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the Servicer
does not receive such updated net operating income information prior to the date set forth in clause (i):   BB,
BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,”
72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”),
as such column references and field numbers may change from time to time.


 


If
the 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 such “significant


 


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obligor” within ten Business Days after the date such financial information
is required to be delivered under the Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other
Securitization Trust that includes the related Companion Loan (and shall cause each applicable sub-servicing agreement to require
any related Sub-Servicer to notify such Other Depositor) that it has not received them.  The Servicer shall use efforts
consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor
under the Exchange Act) to obtain the periodic financial statements of the Borrower under the Loan Documents.


 


The
Servicer 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 Borrower to obtain the required financial information
and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is
required to be filed with respect to the Other Securitization Trust, shall 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.  This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust
office, as specified in the related Other Pooling and Servicing Agreement. 


 


13.11      Sarbanes-Oxley
Backup Certification.  For so long as any Other Securitization Trust is subject to the reporting requirements of
the Exchange Act, The Certificate Administrator, the Servicer, the Special Servicer, the Custodian and the Trustee shall provide
(and with respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to
provide) to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying
Person”) no later than March 15 of the year following the year to which the Form 10-K of such Other Securitization Trust
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 V-1, Exhibit V-2, Exhibit V-3, Exhibit V-4 and Exhibit V-5,
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.  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 13.11 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.


 


13.12      Indemnification.   Each
of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying
Party”) shall indemnify and hold harmless, the Depositor, each Other Depositor, any employee, director or officer of
the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (including
without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred
by such indemnified party arising out of: (i) the failure of any Indemnifying Party to perform its obligations under this
Article 13; (ii) the failure of any


 


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Servicing Function Participant or Additional Servicer retained by it (other than a
Loan Seller Sub-Servicer) to perform its obligations under this Article 13; (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 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 13, 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 Servicer, the Special Servicer, 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 Servicer, the Special Servicer, 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 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 necessary for the Depositor
or any Other Depositor 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 Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, a Servicing Function Participant
or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) information regarding such Affected
Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any registered public accounting firm, attorney
or other agent retained by such party to prepare such information, which information is contained in a report filed by the Depositor
or any Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor's or any Other
Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting
Party any such comments which relate to such Affected Reporting Party.  Such Affected Reporting Party shall be responsible
for timely preparing a written response to the Commission for inclusion in the Depositor’s or any Other Depositor’s
response to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor,
as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission
and


 


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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 Servicer, the 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 Servicer, the Special Servicer, 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
Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing Function
Participant of such party that is not a Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such
party that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant)
to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer
of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees
and expenses (including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any
claim or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations to provide any of
the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant to the applicable
sub-servicing or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its part in the performance
of such obligations, (iii) any failure by a Servicing Party (as defined in Section 13.2(b) to identify a Servicing


 


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Function
Participant pursuant to Section 13.8(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 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 Servicer, the Special Servicer, 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
13 (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 Servicer, the Special Servicer, the Trustee
and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Loan Seller Sub-Servicer
(and with respect to any Servicing Function Participant of such party that is a 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 13.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator.


 


13.13      Amendments.  This
Article 13 may be amended by the parties hereto pursuant to Section 10.1 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 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.


 


13.14      Termination
of the Certificate Administrator.  Notwithstanding anything to the contrary contained in this Agreement, the Depositor
or any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article 13 provided that such termination shall not be effective until
a successor Certificate Administrator shall have accepted the appointment.


 


13.15      Termination
of the Servicer or the Special Servicer.  Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may terminate the Servicer or the Special Servicer upon five (5) Business Days’ notice if the Servicer or
the Special Servicer, as applicable, fails to comply with any of its respective obligations under this Article XIII; provided
that such termination shall not be effective until a successor master servicer or special servicer, as applicable, shall have
accepted the appointment.


 


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13.16      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 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  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 13 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, is required to deliver
under Regulation AB or as otherwise contemplated by this Artcile 13.  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 Servicer or the Special Servicer) or sub-servicing agreement (with
respect to any other Servicer) as aforesaid shall not limit any right 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.


 


13.17      Notification
Requirements and Deliveries in Connection With Securitization of a Companion Loan.


(a)         Any
other provision of this Article 13 to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article 13, in connection with the requirements contained in this Article 13 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 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 13.7, Section 13.8
and Section 13.9 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 Companion Loan that is included in any Other Securitization as
of the Closing Date.  Any reasonable cost and expense of the Servicer, Special Servicer, Operating Advisor, Custodian,
Trustee and Certificate Administrator in cooperating with such Other Depositor or Other


 


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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
XIII 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 XIII in connection therewith and (i)
upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article XIII 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 confirmation will be required in connection with any delivery of the items contemplated by
Section 13.7, Section 13.8 and Section 13.9 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 Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request
given in accordance with the terms of Section 13.17(a) above, and subject to a right of the 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 Companion Loan to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer,
the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the Other Depositor or the
holder of such Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Companion Loan. 


 


(c)         The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in
accordance with the terms of Section 13.17(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid
or caused to be paid by the Other Depositor or the holder of the related Companion Loan) to the Other Depositor and any underwriters
with respect to any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or
indemnification agreement(s) with respect to the updated description referred to in Section 13.17(b) with respect to such
party, substantially identical to those, if any, delivered by the 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
Offering Circular and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the  Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be).  None
of the 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 Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


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(d)         Each
of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request given
in accordance with the terms of Section 13.17(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 13.17(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 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 Offering Circular and/or any other disclosure materials relating to this Trust.


 


(e)          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-SMRT securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification
agreement(s) provided by or on behalf of the Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the
Trustee, as the case may be, pursuant to this Section 13.17(e) shall be paid or caused to be paid by the related Other
Depositor or the applicable Companion Loan Holder that transferred the related 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 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 Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, pursuant to this Section 13.17(e) 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.


 


[SIGNATURE
PAGE FOLLOWS]



 


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IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.


	 	 	 	 
	 	CITIGROUP COMMERCIAL MORTGAGE
	 	 	SECURITIES INC., as Depositor
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name:	Richard W. Simpson
	 	 	Title:	Authorized Signatory
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION
	 	 	OF PNC BANK, NATIONAL
	 	 	ASSOCIATION, as Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:	David A. Eckels
	 	 	Title:	Senior Vice President
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION
	 	 	OF PNC BANK, NATIONAL
	 	 	ASSOCIATION, as Special Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:	David A. Eckels
	 	 	Title:	Senior Vice President


 




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	 	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
	 	 	 
	 	CITIBANK, N.A., as Certificate Administrator
	 	 	 
	 	By:	/s/ John Hannon
	 	 	Name:	John Hannon
	 	 	Title:	Vice President


 




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	STATE OF	)	 
	 	)	ss:
	COUNTY OF	)	 


 


On
the 4 day of May 2015, before me, a notary public in and for said State, personally appeared Richard W. Simpson, known to me to
be a V.P of CCMSR, which executed the within instrument, and also known to me to be the person who executed it on behalf of such
entity, and acknowledged to me that such person executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	 	 	 	 	 
	Chantal J. Lapice	 	/s/ Chantal
    J. Lapice
	Notary Public, State of New York	 	NOTARY PUBLIC in and for the
	No. 01LA6285764 	 	State of  	New York	 
	Qualified in New York County

    Commission Expires July 15, 2017	 	 	 	 
	         [SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	7/15/17	 	 


 


 




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	STATE OF	)	 
	 	)	ss:
	COUNTY OF	)	 


 


On
the 7th day of May 2015, before me, a notary public in and for said State, personally appeared David A. Eckels, known to me to
be a Senior of Vice President of Midland Loan Services, a Division of PNC Bank,
National Association, which executed the within instrument, and also known to me to be the person who executed it on behalf of
such entity, and acknowledged to me that such person executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate 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


 




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	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
May 6, 2015, before me, Melinda A. Pilcher 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 are subscribed to the within instrument,
and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such person executed
the within 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)	 	 
	 	 	 
	MELINDA A. PILCHER	 	/s/ Melinda A. Pilcher
	Commission # 2067159	 	Notary Public, State of California
	Notary Public - California 	 	 
	Orange Country	 	 
	My Comm. Expires May 4, 2018	 	 


 


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	STATE OF New York 	)	 
	 	)	ss:
	COUNTY OF New York	)	 


 


On
the 4th day of May 2015, before me, a notary public in and for said State, personally appeared John Hoannon, known to me to be
a Vice President of Citibank N.A., which executed the within instrument, and also
known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such person executed the within
instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	 	/s/ Noreen
    Santos
	 	 	NOTARY PUBLIC in and for the
	[SEAL]	 	 	State of _______________
	 	 	 	 
	My Commission expires:	 	NOREEN SANTOS
	 	 	 	Notary Public, State of New York
	 	 	 	Registration #01SA6228750
	 	 	 	Qualified In Nassau County
	 	 	 	Certificate Filled in New York County
	 	 	 	Commision Expires September 27, 2018


 






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EXHIBIT
A-1


 


FORM
OF CLASS A CERTIFICATES


 


CLASS
A


 


[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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE SPONSOR OR ANY OF THEIR


 





 






 


1         Temporary Regulation S Global Certificate legend.


 


2         Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3         Global Certificate legend.


  






    	Exhibit A-1-1



    	 



    

 


RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE
SET FORTH BELOW.


 


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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-“U.S. PERSON” IN AN
“OFFSHORE TRANSACTION” 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 ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED
INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL
“ACCREDITED INVESTOR”


 






    	Exhibit A-1-2



    	 



    

 


AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO 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 CODE.


 






    	Exhibit A-1-3



    	 



    




 





CGBAM
COMMERCIAL MORTGAGE TRUST 2015-SMRT,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-SMRT, CLASS A


 


	Pass-Through Rate:  2.808% per annum	 
	 	 
	First Distribution Date:  June 12, 2015	 
	 	 
	Aggregate Initial Certificate Balance of the Class A Certificates:
    $89,000,000	Rated Final Distribution Date: the Distribution Date in April 2028
	 	 
	CUSIP:  12528R AA6

ISIN:  US12528RAA681	Initial Certificate Balance of this Certificate:  $[__________]
	 	 
	CUSIP:
U15817 AA4

ISIN: USU15817AA44 

        Common
        Code: 1230078322

         

        CUSIP:
12528R AB4

ISIN: US12528RAB423

No.: A-[  ] 
	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of a fixed rate mortgage
loan (the “Trust Loan”) that is evidenced by five promissory notes and secured by certain Collateral held in
trust by the Trustee (or the Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets
of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.”
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class X, Class
B, Class C, Class D, Class E, Class F and Class R Certificates (collectively, with the Class A Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of May 6, 2015
(the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special Servicer, Deutsche Bank Trust Company
Americas, as Trustee, and Citibank, N.A., as Certificate


 


 










 


1
     For Certificate sold in reliance on Rule 144A only.


 


2
     For Regulation S Global Certificate only.


 


3      For IAI Certificate only.


 







 






    	Exhibit A-1-4



    	 



    

 


Administrator. To the extent not defined herein, capitalized terms used
herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date in each calendar month, commencing in June 2015 (each such date, a “Distribution Date”),
to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business
on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 and any Default Yield Maintenance Premiums then distributable, if any,
with respect to the Class A Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.
With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution
Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in June 2015.


 


All
distributions will be made to the Persons entitled thereto 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 provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 Trustee and the Certificate Administrator.


 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar 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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate


 






    	Exhibit A-1-5



    	 



    

 


Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer 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 Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loan which are required to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter
in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change
the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or
inaction under the Trust and Servicing Agreement; (v) amend Section 11.1 of the Trust and Servicing Agreement; or
(vi) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing
Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust
and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment
is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied
and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator
first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation to make any required
remittances to the Companion Loan Holders, other than the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance
of books and records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the
last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the
Trust and Servicing Agreement upon the later of


 






    	Exhibit A-1-6



    	 



    

 


(i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection with the sale of the
Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation
or abandonment of the Properties and all other Collateral for the Mortgage Loan, provided, however, that in no event
shall the trust created by the Trust 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 Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


 






    	Exhibit A-1-7



    	 



    

 





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


 


Dated:May
12, 2015




	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


This
is one of the Class A Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
May 12, 2015 


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


 






    	Exhibit A-1-8



    	 



    

 





SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:





	Date
    of

    Exchange or 

    Payment of 

    Principal	 	Certificate
    

    Balance Prior 

    to Exchange or

    Payment 	 	Certificate
    

    Balance 

    Exchanged or

    Principal 

    Payment Made 	 	Type
    of 

    Certificate

 Exchanged for 	 	Remaining


    Certificate 

    Balance 

    Following Such

    Exchange or 

    Payment	 	Notation
    Made 

    by 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









  






    	Exhibit A-1-9



    	 



    

 


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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:





	 
	 
	 
	 
	 
	 
	 
	Date: __________________





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


 



    	Exhibit A-1-10



    	 



    




 





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:












 



    	Exhibit A-1-11



    	 



    




  


EXHIBIT
A-2


 


FORM
OF CLASS X CERTIFICATES


 


CLASS
X


 


[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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE SPONSOR OR ANY OF THEIR


  


 






 


1
    Temporary Regulation S Global Certificate legend.


 


2     Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3     Global Certificate legend.


  






    	Exhibit A-2-1



    	 



    

 


RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS
A, CLASS B, CLASS C AND CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN
THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS
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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-“U.S. PERSON” IN AN
“OFFSHORE TRANSACTION” 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 ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED
INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,


 






    	Exhibit A-2-2



    	 



    

 


UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL
“ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS
CLASS X 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 CODE.


 









    	Exhibit A-2-3



    	 



    

 


CGBAM
COMMERCIAL MORTGAGE TRUST 2015-SMRT,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-SMRT, CLASS X


 


	Pass-Through Rate:  Variable
IO1	 
	 	 
	First Distribution Date:  June
    12, 2015	 
	 	 
	Aggregate Initial Notional Amount of the
    Class X Certificates:  $204,961,000	Rated Final Distribution Date: the Distribution
    Date in April 2028
	 	 
	CUSIP:  12528R AC2

    ISIN:  US12528RAC252	Initial Notional Amount of this Certificate:  $[__________]
	 	 
	CUSIP:
U15817 AB2

ISIN: USU15817AB27 

        Common
Code: 1230078593

         

        CUSIP:
12528R AD0

ISIN: US12528RAD084

No.: X-[  ] 
	 
	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class X Certificates. The Trust Fund consists primarily of a fixed rate mortgage
loan (the “Trust Loan”) that is evidenced by five promissory notes and secured by certain Collateral held in
trust by the Trustee (or the Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets
of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.”
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
B, Class C, Class D, Class E, Class F and Class R Certificates (collectively, with the Class X Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 





 






 


1
    The initial approximate Pass-Through Rate as of the Closing Date is 0.718% per annum.


 


2     For
Certificate sold in reliance on Rule 144A only.


 


3     For
Regulation S Global Certificate only.


 


4     For IAI Certificate only.


 



    	Exhibit A-2-4



    	 



    






 





This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of May 6, 2015
(the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special Servicer, Deutsche Bank Trust Company
Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used
herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date in each calendar month, commencing in June 2015 (each such date, a “Distribution Date”),
to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business
on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 and any Default Yield Maintenance Premiums then distributable, if any,
with respect to the Class X Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.
With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution
Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in June 2015.


 


All
distributions will be made to the Persons entitled thereto 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 provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 Trustee and the Certificate Administrator.


 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated


 






    	Exhibit A-2-5



    	 



    

  


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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer 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 Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loan which are required to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter
in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change
the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or
inaction under the Trust and Servicing Agreement; or amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely
affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides
that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing
Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized
or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no
amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving
in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in
the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation to make any required
remittances to the Companion Loan Holders, other than the obligation of the Certificate


 






    	Exhibit A-2-6



    	 



    

 


Administrator to make certain payments
to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance
of books and records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the
last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the
Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection with the sale of the
Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation
or abandonment of the Properties and all other Collateral for the Mortgage Loan, provided, however, that in no event
shall the trust created by the Trust 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 Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.








 






    	Exhibit A-2-7



    	 



    

 


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


 


Dated:May
12, 2015






	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


This
is one of the Class X  Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
May 12, 2015 


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








    	Exhibit A-2-8



    	 



    

 








SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S
Global Certificate] have been made:




	Date
of

Exchange 	 	Notional
    

Amount Prior 

to Exchange or

 Payment	 	Notional
                           

Amount 

Exchanged 	 	Type
                           of 
Certificate

 Exchanged for	 	Remaining


                           Notional

 Amount 

Following Such

 Exchange	 	Notation
    Made

    by 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    	Exhibit A-2-9



    	 



    

 





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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	 
	 
	 
	Date: __________________





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








 






    	Exhibit A-2-10



    	 



    

 


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:












 



    	Exhibit A-2-11



    	 



    





 









EXHIBIT
A-3


 


FORM OF CLASS B CERTIFICATES


 


CLASS B


 


[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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE SPONSOR OR ANY OF THEIR


 

 


 


1
     Temporary Regulation S Global Certificate legend.


 


2     Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3     Global Certificate
legend.


 



    	Exhibit A-3-12



    	 



    

 


RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY
OTHER PERSON.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CLASS B CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO BELOW.


 


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
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” 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 ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL


 






    	Exhibit A-6-13



    	 



    

 


EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B)
THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


TRANSFERS OF THIS CERTIFICATE OR ANY
INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS,
CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO 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 CODE.


 






    	Exhibit A-6-14



    	 



    

 





CGBAM COMMERCIAL MORTGAGE
TRUST 2015-SMRT,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-SMRT, CLASS B


 


	Pass-Through Rate:  3.213% per annum	 
	First Distribution Date:  June 12, 2015	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $43,431,000	Rated Final Distribution Date: the Distribution Date in April 2028
	CUSIP:  12528R AE8

ISIN:  US12528RAE801	Initial Certificate Balance of this Certificate:  $[__________]
	
        

CUSIP: U15817 AC0

ISIN: USU15817AC00 

        Common Code: 1230078672

         

        CUSIP: 12528R AF5

        ISIN: US12528RAF553

        No.: B-[ ]

         
	 


 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by five promissory notes and secured by certain Collateral held in trust by the Trustee (or
the Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust
Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created,
and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class C, Class D,
Class E, Class F and Class R Certificates (collectively, with the Class B Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer and Special Servicer,

 

 


 


1
     For Certificate sold in reliance on Rule 144A only.


 


2
     For Regulation S Global Certificate only.


 


3      For IAI Certificate
only.








 






    	Exhibit A-6-15



    	 



    

 


Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized
terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date in each calendar month, commencing in June 2015 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 and any Default Yield Maintenance Premiums then distributable, if any, with respect to the Class B Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution
Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is
not a Business Day, the immediately succeeding Business Day, commencing in June 2015.


 


All distributions will
be made to the Persons entitled thereto 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 provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 Trustee and the Certificate Administrator.


 


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar 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.


 






    	Exhibit A-616



    	 



    

 


Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate
Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not
less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an
Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage
Loan which are required to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the
liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee
to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the
percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction
under the Trust and Servicing Agreement; (v) amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely
affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides
that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement
unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment
shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing
an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition
of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under
the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator created thereby (other than the obligation to make any required remittances to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records,
and other than the indemnification rights and obligations of the parties thereto) shall


 






    	Exhibit A-6-17



    	 



    

 


terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article
10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection with the
sale of the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust 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 Trust and Servicing Agreement.


 


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 Trust and Servicing Agreement or be
valid for any purpose.


 


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 Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    	Exhibit A-6-18



    	 



    

 


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


 


Dated:May
12, 2015




	 	 	 
	 	 	CITIBANK,
    N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


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


 


Dated:
May 12, 2015 


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


 






    	Exhibit A-619



    	 



    

 




SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:


 

	Date
    of

    Exchange or 

    Payment of 

    Principal	 	Certificate
    

    Balance Prior 

    to Exchange or

    Payment 	 	Certificate
    

    Balance 

    Exchanged or

    Principal 

    Payment Made 	 	Type
    of 

    Certificate

 Exchanged for 	 	Remaining
    

Certificate 

    Balance 

    Following Such

    Exchange or 

    Payment	 	Notation
    Made 

    by 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	Exhibit A-6-20



    	 



    

 

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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address:

	 
	 
	 
	 
	 
	 
	 
	Date: __________________


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



 






    	Exhibit A-6-21



    	 



    

 

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:



 






    	Exhibit A-6-22



    	 



    

 






EXHIBIT
A-4


 


FORM
OF CLASS C CERTIFICATES


 


CLASS
C


 


[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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE SPONSOR OR ANY OF THEIR


 


 









1
 Temporary Regulation S Global Certificate legend.


2
 Legend required as long as DTC is the Depository under the Trust and Servicing
Agreement.




3
 Global Certificate legend. 


 






    	Exhibit A-4-I



    	 



    

 


RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON. 


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE
SET FORTH BELOW.


 


THIS
CLASS C CERTIFICATE IS SUBORDINATED TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH
IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN
“OFFSHORE TRANSACTION” 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 ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED
INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A
MATERIAL


 






    	Exhibit A-7-2



    	 



    

 


EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL
“ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO 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 CODE.


 






    	Exhibit A-7-3



    	 



    

  


CGBAM
COMMERCIAL MORTGAGE TRUST 2015-SMRT,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-SMRT, CLASS C


 


	Pass-Through
    Rate:  3.516% per annum	 
	 	 
	First Distribution
    Date:  June 12, 2015	 
	 	 
	Aggregate Initial
    Certificate Balance of the Class C Certificates:  $32,573,000	Rated Final Distribution
    Date: the Distribution Date in April 2028
	 	 
	CUSIP:  12528R
    AG3

    ISIN:  US12528RAG391	Initial Certificate
    Balance of this

    Certificate:  $[__________]
	 	 
	CUSIP:
                                         U15817 AD8

                                         ISIN: USU15817AD82


        Common
        Code: 1230078752

         

        CUSIP:
        12528R AH1

        ISIN: US12528RAH123

        No.: C-[ ]
	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class C Certificates. The Trust Fund consists primarily of a fixed rate mortgage
loan (the “Trust Loan”) that is evidenced by five promissory notes and secured by certain Collateral held in
trust by the Trustee (or the Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets
of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.”
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class X, Class B, Class D, Class E, Class F and Class R Certificates (collectively, with the Class C
Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement
are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of May 6, 2015
(the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special Servicer,


 


 









1
For Certificate sold in reliance on Rule 144A only.


2
For Regulation S Global Certificate only.


3
For IAI Certificate only.







 



    	Exhibit A-7-4



    	 



    




 


Deutsche Bank Trust Company
Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used
herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date in each calendar month, commencing in June 2015 (each such date, a “Distribution Date”),
to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business
on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 and any Default Yield Maintenance Premiums then distributable, if any,
with respect to the Class C Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.
With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution
Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in June 2015.


 


All
distributions will be made to the Persons entitled thereto 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 provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 Trustee and the Certificate Administrator.


 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar 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.


 






    	Exhibit A-75



    	 



    

 


Prior
to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer 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 Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loan which are required to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter
in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change
the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or
inaction under the Trust and Servicing Agreement; (v) amend Section 11.1 of the Trust and Servicing Agreement; or
(vi) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing
Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust
and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment
is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied
and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator
first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation to make any required
remittances to the Companion Loan Holders, other than the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance
of books and records, and other than the indemnification rights and obligations of the parties thereto) shall


 



    	Exhibit A-7-6



    	 



    




 


terminate upon the
last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the
Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection with the sale of the
Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation
or abandonment of the Properties and all other Collateral for the Mortgage Loan, provided, however, that in no event
shall the trust created by the Trust 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 Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement. 


 






    	Exhibit A-77



    	 



    




 










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


 


Dated:May
12, 2015




	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


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


 


Dated:
May 12, 2015 


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



 






    	Exhibit A-7-8



    	 



    




 




SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 






	Date
    of

    Exchange or 

    Payment of 

    Principal	 	Certificate
    

    Balance Prior 

    to Exchange or

    Payment 	 	Certificate
    

    Balance 

    Exchanged or

    Principal 

    Payment Made 	 	Type
    of 

    Certificate

 Exchanged for 	 	Remaining

Certificate

Balance 

Following Such

Exchange or 

Payment	 	Notation
    Made 

    by 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 




    	Exhibit A-7-9



    	 



    

   




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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:




	 
	 
	 
	 
	Date: __________________





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



 






    	Exhibit A-7-10



    	 



    






 




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:


  






    	Exhibit A-7-11



    	 



    

 





EXHIBIT A-5


 


FORM OF CLASS D CERTIFICATES


 


CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE SPONSOR OR ANY OF THEIR

 



 


 



1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3Global
Certificate legend.














 






    	Exhibit A-5-1



    	 



    

 


RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY
OTHER PERSON.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CLASS D CERTIFICATE IS SUBORDINATED
TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO BELOW.


 


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
“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF
ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE
TRANSACTION” 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 ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL
BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL


 






    	Exhibit A-8-2



    	 



    

 


EXTENT, SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B)
THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


TRANSFERS OF THIS CERTIFICATE OR ANY
INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS,
CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO 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 CODE.


 






    	Exhibit A-8-3



    	 



    

 





CGBAM COMMERCIAL MORTGAGE
TRUST 2015-SMRT,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-SMRT, CLASS D


	Pass-Through Rate:  3.768% per annum	 
	First Distribution Date:  June 12, 2015	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $39,957,000	Rated Final Distribution Date: the Distribution Date in April 2028
	CUSIP:  12528R AJ7

ISIN:  US12528RAJ771	Initial
Certificate Balance of this Certificate:  $[__________]
	
        

CUSIP: U15817 AE6

        ISIN: USU15817AE65


        Common Code: 1230078832

         

        CUSIP: 12528R AK4

ISIN: US12528RAK413

No.: D-[ ] 
	 


 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
a Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily of a fixed rate mortgage loan (the “Trust
Loan”) that is evidenced by five promissory notes and secured by certain Collateral held in trust by the Trustee (or
the Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets of the Trust Fund. The Trust
Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.” The Trust Fund was created,
and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is
bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class E,
Class F and Class R Certificates (collectively, with the Class D Certificates, the “Certificates”; the
Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer and Special Servicer,


 


 


 




1
For Certificate sold in reliance on Rule 144A only.


 




2
For Regulation S Global Certificate only.


 


3 For IAI Certificate
only.








 





    	Exhibit A-84



    	 



    

 


Deutsche
Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized
terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date in each calendar month, commencing in June 2015 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 and any Default Yield Maintenance Premiums then distributable, if any, with respect to the Class D Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution
Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is
not a Business Day, the immediately succeeding Business Day, commencing in June 2015.


 


All distributions will
be made to the Persons entitled thereto 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 provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the
applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders
of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan Notes, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 Trustee and the Certificate Administrator.


 


In the event of a conflict
or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust
and Servicing Agreement shall govern.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar 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.


 






    	Exhibit A-8-5



    	 



    

 


Prior to due presentation
of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate
Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not
less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an
Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage
Loan which are required to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the
liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee
to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the
percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction
under the Trust and Servicing Agreement; (v) amend Section 11.1 of the Trust and Servicing Agreement; or (vi) adversely
affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing Agreement provides
that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement
unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied and (ii) no amendment
shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing
an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition
of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under
the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the
Trustee and the Certificate Administrator created thereby (other than the obligation to make any required remittances to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the
final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records,
and other than the indemnification rights and obligations of the parties thereto) shall


 






    	Exhibit A-86



    	 



    

 


terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article
10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection with the
sale of the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust 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 Trust and Servicing Agreement.


 


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 Trust and Servicing Agreement or be
valid for any purpose.


 


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 Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 






    	Exhibit A-8-7



    	 



    

 


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


 


Dated:May
12, 2015




	 	 	 
	 	 	CITIBANK,
    N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


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


 


Dated:
May 12, 2015 


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



 






    	Exhibit A-8-8



    	 



    

 





SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and
exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:


 







	Date
    of

    Exchange or 

    Payment of 

    Principal	 	Certificate
    

    Balance Prior 

    to Exchange or

    Payment 	 	Certificate
    

    Balance 

    Exchanged or

    Principal 

    Payment Made 	 	Type
    of 

    Certificate

 Exchanged for 	 	Remaining
    

Certificate 

    Balance 

    Following Such

    Exchange or 

    Payment	 	Notation
    Made 

    by 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Exhibit A-8-9



    	 



    

 




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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I (we) further direct
the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to
the above-named Assignee(s) and to deliver such Certificate to the following address: 


	 
	 
	 
	 
	Date: __________________





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




 



    	Exhibit A-8-10



    	 



    

 





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:









 






    	Exhibit A-8-11



    	 



    

 









EXHIBIT A-6


 


FORM
OF CLASS E CERTIFICATES


 


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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE SPONSOR OR ANY OF THEIR


 





 




 


		1	Temporary Regulation S Global
Certificate legend.
	 	 	 



		2	Legend required as long
as DTC is the Depository under the Trust and Servicing Agreement.
	 	 	 



		3	Global Certificate legend.




 






    	Exhibit A-6-1



    	 



    

  


RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE
SET FORTH BELOW.


 


THIS
CLASS E CERTIFICATE IS SUBORDINATED TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH
IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-“U.S. PERSON” IN AN
“OFFSHORE TRANSACTION” 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 ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED
INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A
MATERIAL


 






    	Exhibit A-9-2



    	 



    

  


EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW” ), OR ANY 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 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.


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO 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 CODE.


 






    	Exhibit A-9-3



    	 



    

 


CGBAM
COMMERCIAL MORTGAGE TRUST 2015-SMRT,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-SMRT, CLASS E


 


	Pass-Through
    Rate:  The Adjusted Net Mortgage Rate1	 	 
	 	 	 
	First Distribution Date:  June
    12, 2015	 	 
	 	 	 
	Aggregate Initial Certificate
    Balance of the Class E Certificates:  $50,953,000	 	Rated Final Distribution
    Date: the Distribution Date in April 2028
	 	 	 
	CUSIP:  12528R
    AL2

    ISIN:  US12528RAL242	 	Initial Certificate Balance
    of this

    Certificate:  $[__________]
	 	 	 
	CUSIP:
U15817 AF3

ISIN: USU15817AF31 

        Common Code: 1230078913

         

        CUSIP: 12528R AM0

        ISIN: US12528RAM074

        No.: E-[ ]
	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class E Certificates. The Trust Fund consists primarily of a fixed rate mortgage
loan (the “Trust Loan”) that is evidenced by five promissory notes and secured by certain Collateral held in
trust by the Trustee (or the Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets
of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.”
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class X, Class B, Class C, Class D, Class F and Class R Certificates (collectively, with the Class E Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of May 6, 2015
(the “Trust and Servicing Agreement”), by


 





 



 





		1	The
                                         initial approximate Pass-Through Rate as of the Closing Date is 3.912% per annum.



 


		2	For
                                         Certificate sold in reliance on Rule 144A only.



 


		3	For
                                         Regulation S Global Certificate only.



 


		4	For
                                         IAI Certificate only.




 









    	Exhibit A-9-4



    	 



    




 


and
among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer and Special Servicer, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.
To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust
and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date in each calendar month, commencing in June 2015 (each such date, a “Distribution Date”),
to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business
on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 Trust and Servicing Agreement. With respect to each Distribution
Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day
is not a Business Day, the immediately succeeding Business Day, commencing in June 2015.


 


All
distributions will be made to the Persons entitled thereto 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 provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 Trustee and the Certificate Administrator.


 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar 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.


 






    	Exhibit A-9-5



    	 



    

  


Prior
to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer 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 Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loan which are required to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter
in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change
the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or
inaction under the Trust and Servicing Agreement; (v) amend Section 11.1 of the Trust and Servicing Agreement; or
(vi) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing
Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust
and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment
is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied
and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator
first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation to make any required
remittances to the Companion Loan Holders, other than the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance
of books and records, and other than the indemnification rights and obligations of the parties thereto) shall


 






    	Exhibit A-9-6



    	 



    

  


terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article
10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection with the
sale of the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust 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 Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


 






    	Exhibit A-9-7



    	 



    



 


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


 


Dated:May
12, 2015 



	 	 	 	 
	 	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate
of Authentication


 


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


 


Dated:May
12, 2015



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



 


    	Exhibit A-9-8



    	 



    



 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following
payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate]
[Regulation S Global Certificate] have been made:


 








	Date
    of

    Exchange or 

    Payment of 

    Principal	 	Certificate
    

    Balance Prior 

    to Exchange or

    Payment 	 	Certificate
    

    Balance 

    Exchanged or

    Principal 

    Payment Made 	 	Type
    of 

    Certificate

 Exchanged for 	 	Remaining
    Certificate 

    Balance 

    Following Such

    Exchange or 

    Payment	 	Notation
    Made 

    by 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









   



    	Exhibit A-9-9



    	 



    


 


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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


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



 



    	Exhibit A-9-10



    	 



    


 


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:



 



    	Exhibit A-9-11



    	 



    


 


EXHIBIT
A-7


 


FORM
OF CLASS F CERTIFICATES


 


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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE SPONSOR OR ANY OF THEIR


 



 



 


		1	Temporary
                                         Regulation S Global Certificate legend.


 

		2	Legend
                                         required as long as DTC is the Depository under the Trust and Servicing Agreement.


 

		3	Global
                                         Certificate legend.




 






    	Exhibit A-7-1



    	 



    

 


RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE
SET FORTH BELOW.


 


THIS
CLASS F CERTIFICATE IS SUBORDINATED TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH
IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL INVESTOR THAT IS A NON-“U.S. PERSON” IN AN
“OFFSHORE TRANSACTION” 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 ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNERS IS AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED
INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A
MATERIAL


 






    	Exhibit A-7-2



    	 



    




 


EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW” ), OR ANY 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 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.


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO 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 CODE.


 






    	Exhibit A-7-3



    	 



    

 






CGBAM
COMMERCIAL MORTGAGE TRUST 2015-SMRT,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-SMRT, CLASS F


 


	Pass-Through Rate:  The Adjusted Net
Mortgage Rate1	 	 
	 	 	 
	First Distribution Date:  June 12, 2015	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates:  $56,660,000	 	Rated Final Distribution Date:the Distribution Date in April 2028
	 	 	 
	CUSIP:  12528R AN8

ISIN:  US12528RAN892	 	Initial Certificate Balance of this

    Certificate:  $[__________]
	 	 	 
	CUSIP:
U15817 AG1

ISIN: USU15817AG14 

        Common
        Code: 1230079053

         

        CUSIP:
        12528R AP3

        ISIN: US12528RAP384

        No.: F-[ ]
	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class F Certificates. The Trust Fund consists primarily of a fixed rate mortgage
loan (the “Trust Loan”) that is evidenced by five promissory notes and secured by certain Collateral held in
trust by the Trustee (or the Custodian on its behalf). The Collateral also secures three Companion Loans which are not assets
of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage Loan.”
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class X, Class B, Class C, Class D, Class E and Class R Certificates (collectively, with the Class F
Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement
are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of May 6, 2015
(the “Trust and Servicing Agreement”), by 


 





 



1
   The initial approximate Pass-Through Rate as of the Closing Date is 3.912% per annum.


 


2
  For Certificate sold in reliance on Rule 144A only.


 


3
  For Regulation S Global Certificate only.


 


4
  For IAI Certificate only.



 






    	Exhibit A-7-4



    	 



    

 


and
among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer and Special Servicer, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator.
To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust
and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date in each calendar month, commencing in June 2015 (each such date, a “Distribution Date”),
to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business
on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 Trust and Servicing Agreement. With respect to each Distribution
Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day
is not a Business Day, the immediately succeeding Business Day, commencing in June 2015.


 


All
distributions will be made to the Persons entitled thereto 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 provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 Trustee and the Certificate Administrator.


 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar 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.


 






    	Exhibit A-7-5



    	 



    




 


Prior
to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer 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 Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided,
however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received
on the Mortgage Loan which are required to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter
in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer
or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change
the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or
inaction under the Trust and Servicing Agreement; (v) amend Section 11.1 of the Trust and Servicing Agreement; or
(vi) adversely affect any Companion Loan Holder in its capacity as such without its consent. In addition, the Trust and Servicing
Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust
and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment
is authorized or permitted under the Trust and Servicing Agreement and all conditions precedent to such amendment have been satisfied
and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator
first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation to make any required
remittances to the Companion Loan Holders, other than the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance
of books and records, and other than the indemnification rights and obligations of the parties thereto) shall


 






    	Exhibit A-7-6



    	 



    

 


terminate
upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article
10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection with the
sale of the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable)
or the liquidation or abandonment of the Properties and all other Collateral for the Mortgage Loan, provided, however,
that in no event shall the trust created by the Trust 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 Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


  



    	Exhibit A-7-7



    	 



    




 








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


 


Dated:May
12, 2015




	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


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


 


Dated:
May 12, 2015 


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







 






    	Exhibit A-7-8



    	 



    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 


	Date
    of

    Exchange or 

    Payment of 

    Principal	 	Certificate
    

    Balance Prior 

    to Exchange or

    Payment 	 	Certificate
    

    Balance 

    Exchanged or

    Principal 

    Payment Made 	 	Type
    of 

    Certificate

 Exchanged for 	 	Remaining
    

Certificate 

    Balance 

    Following Such

    Exchange or 

    Payment	 	Notation
    Made 

    by 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	Exhibit A-7-9



    	 



    




 


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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


	 	 
	 	 
	 	 
	 	 


 


	Date:	 	 


 


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


 






    	Exhibit A-7-10



    	 



    




 


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:


 






    	Exhibit A-7-11



    	 



    

 





EXHIBIT
A-8


 


FORM
OF CLASS R CERTIFICATES


 


CLASS
R


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLERS, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY,
PRIVATE INSURER OR BY ANY OTHER PERSON.


 


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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR
THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 ALL APPLICABLE 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 AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


TRANSFERS
OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE
TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR


 






    	Exhibit A-8-1



    	 



    




 


OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS
CERTIFICATE EVIDENCES A “RESIDUAL INTEREST” IN EACH OF 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. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN THE TRUST AND SERVICING
AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT IN THE FORM ATTACHED AS AN EXHIBIT TO THE TRUST AND SERVICING AGREEMENT
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
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. TAX 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 ONE OR MORE “NON-ECONOMIC
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.


 



    	Exhibit A-8-2



    	 



    




   


CGBAM
COMMERCIAL MORTGAGE TRUST 2015-SMRT,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-SMRT, CLASS R


 


	Percentage Interest of the
    Class R 

Certificates:  [     ]%
	 
	CUSIP:  12528R AQ1

    ISIN:  US12528RAQ11

    No.:  R-[ ]


 


This
certifies that Citigroup Global Markets Inc. is the registered owner of the Percentage Interest evidenced by this Certificate
in the distributions to be made from a Trust Fund with respect to the Class R Certificates. The Trust Fund consists primarily
of a fixed rate mortgage loan (the “Trust Loan”) that is evidenced by five promissory notes and secured by
certain Collateral held in trust by the Trustee (or the Custodian on its behalf). The Collateral also secures three Companion
Loans which are not assets of the Trust Fund. The Trust Loan and the Companion Loans are collectively referred to as the “Mortgage
Loan.” The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class X, Class B, Class C, Class D, Class E and Class F Certificates (collectively, with the Class R Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of May 6, 2015
(the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special Servicer, Deutsche Bank Trust Company
Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used
herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date in each calendar month, commencing in June 2015 (each such date, a “Distribution Date”),
to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business
on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, an amount
equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that
portion of any amounts distributable with respect to the Class R Certificates for such Distribution Date, all as more fully described
in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar
month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day,
commencing in June 2015.


 






    	Exhibit A-8-3



    	 



    




 


All
distributions will be made to the Persons entitled thereto 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 provided
that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class
mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five
Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in
the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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 Trustee and the Certificate Administrator.


 


In
the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms
and conditions of the Trust and Servicing Agreement shall govern.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar 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 Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer 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 Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any
agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in
the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as
evidenced by an Opinion of Counsel) for the purpose of adding any provisions to


 






    	Exhibit A-8-4



    	 



    

 


or
changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner
the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate
or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan;
(iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set
forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders
which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) amend Section 11.1
of the Trust and Servicing Agreement; or (vi) adversely affect any Companion Loan Holder in its capacity as such without its
consent. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator
shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion
of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and all conditions
precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the
party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause
either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation to make any required
remittances to the Companion Loan Holders, other than the obligation of the Certificate Administrator to make certain payments
to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance
of books and records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the
last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the
Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier
Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection with the sale of the
Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation
or abandonment of the Properties and all other Collateral for the Mortgage Loan, provided, however, that in no event
shall the trust created by the Trust 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 Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Trust Loan


 






    	Exhibit A-8-5



    	 



    

 


and
has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


 


The
Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person of the Upper-Tier
REMIC and the Lower-Tier REMIC, pursuant to Treasury Regulations Section 1.860F-4(d). The duties of the Tax Matters Persons for
the Upper Tier REMIC and the Lower Tier REMIC are delegated to the Certificate Administrator pursuant to the Trust and Servicing
Agreement, as agent for the related Tax Matters Person, and the Class R Certificateholders, by acceptance of the Class R Certificates,
agree, on behalf of themselves and all successor holders of such Class R Certificates, to such delegation to the Certificate Administrator
as its agent and attorney in fact.


 


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 of a Residual
Ownership Interest 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 and any
subsequent transfer thereof by the Initial Purchasers to any of its affiliates, 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 I-1 to the Trust and
Servicing 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 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


 






    	Exhibit A-8-6



    	 



    

  


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 abide by the provisions of Section 5.3(n) of the Trust and Servicing Agreement and (y) other than
in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially
in the form attached as Exhibit I-2 to the Trust and Servicing 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 (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 Internal Revenue Service and
the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code 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 issued as Definitive Certificates, and transferred to and owned by QIBs.


 






    	Exhibit A-8-7



    	 



    




 











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


 


Dated:May
12, 2015




	 	 	 
	 	 	CITIBANK, N.A., not
    in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer








 


Certificate
of Authentication


 


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


 


Dated:
May 12, 2015 


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


 



    	Exhibit 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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


	 	 
	 	 
	 	 
	 	 


 


	Date:	 	 
	 	 	 


 


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


 






    	Exhibit 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:


 






    	Exhibit A-8-10



    	 



    





 


EXHIBIT
B






FORM
OF REQUEST FOR RELEASE

(for Trustee)


	Loan
    Information
	 
	  	Name of
    Mortgagor:	  
	 	 	 
	  	[Servicer] [Special
    	  
	 	Servicer] Loan No.:	 
	 	 	 
	Trustee
	 
	  	Name:	Deutsche Bank Trust
    Company Americas
	 	 	 
	  	Address:	1761 E. St. Andrew Place

                                 Santa Ana, California 92705

                                 Attention:  Global Transaction Services – CGBAM 

                                 Commercial Mortgage Trust 2015-SMRT

	 	 	 
	  	Custodian/Trustee
	  
	 	Mortgage File No.:	 
	 	 	 
	Depositor
	 
	  	Name:	Citigroup Commercial
    Mortgage Securities Inc.
	 	 	 
	  	Address:	390 Greenwich Street, 5th
                                 Floor

                                 New York, New York 10019

                                 Attention:  Richard Simpson

	 	 	 
	  	Certificates:	CGBAM Commercial Mortgage
    Trust 2015-SMRT, 

    Commercial Mortgage Pass-Through Certificates, Series 

    2015-SMRT






The
undersigned [Servicer] [Special Servicer] hereby acknowledges that it has received from Deutsche Bank Trust Company Americas,
as trustee (the “Trustee”), for the Holders of CGBAM Commercial Mortgage Trust 2015-SMRT, Commercial Mortgage
Pass-Through Certificates, Series 2015-SMRT, 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 Trust and Servicing
Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special
Servicer, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator. 



    	Exhibit B-1



    	 



    

 


	( )	Note dated [_____] [__], 2015, in the
    original principal sum of $______, made by _______, payable to, or endorsed to the order of, the Trustee for the benefit of
    Certificateholders.





	( )	Mortgage(s) 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(s) 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 to Secure Debt 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 Mortgages.





	  	( )	___________________________





	  	( )	___________________________





	  	( )	___________________________





	  	( )	___________________________





The
undersigned [Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


(1)           The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee for the
benefit of Certificateholders, solely for the purposes provided in the Trust and Servicing Agreement.


(2)           The
[Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in
the Trust and Servicing Agreement. 


(3)           The
[Servicer] [Special Servicer] shall return the Documents to the Trustee when the need therefor no longer exists, unless the Mortgage
Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Trust and Servicing Agreement. 


(4)           The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be earmarked for the
account of the Trustee (or the Custodian on its behalf) for the benefit of the Certificateholders, and the [Servicer] [Special
Servicer] shall



    	Exhibit B-2



    	 



    







keep
the Documents separate and distinct from all other property in the [Servicer’s] [Special Servicer’s] possession, custody
or control. 


	 	[MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Servicer]
	 	 
	 	[MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer]
	 	 
	 	By:	
	 	 	Name:
Title:






 


Date:  _________ 


 



    	Exhibit B-3



    	 



    




EXHIBIT
C


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE 


(Exchanges
or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


Citibank,
N.A.


        as Certificate Registrar
480 Washington Boulevard, 30th
Floor 

Jersey City, New Jersey 07310

Attention: Global Transaction Services - CGBAM Commercial Mortgage Trust
2015-SMRT






	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, Class [__]





Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and Special Servicer, 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 Trust 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 Trust 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. 



    	Exhibit C-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 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 have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of 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, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.


	 	[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.



    	Exhibit C-2



    	 



    




 EXHIBIT D 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 (Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


Citibank,
N.A.


        as Certificate Registrar
480
Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention:  Global Transaction Services – CGBAM Commercial
Mortgage Trust 2015-SMRT 


 


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, Class [__]





Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and Special Servicer, 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 Trust 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 Trust 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),



    	Exhibit D-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, and 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; 


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, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.


	 	[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. 



    	Exhibit D-2



    	 



    




EXHIBIT E 


FORM
OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD 


(Exchange
or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


Citibank,
N.A. 



        as Certificate Registrar
480
Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention:  Global Transaction Services – CGBAM Commercial
Mortgage Trust 2015-SMRT


 


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT,  Class [__]





Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and Special Servicer, 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 Trust 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 Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction. 


 









*      Select
appropriate depository.


 



    	Exhibit E-1



    	 



    




 


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, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.



	 	[Insert
    Name of Transferor]
	 	 
	 	By:	
	 	 	Name:
Title:






Dated:  _________ 





cc:  Citigroup
Commercial Mortgage Securities Inc.



    	Exhibit E-2



    	 



    




EXHIBIT
F 


FORM
OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE 


(Exchanges
pursuant to

Section 5.3(f) of the Trust and Servicing Agreement) 


Citibank,
N.A. 



        as Certificate Registrar
480
Washington Boulevard, 30th Floor 

Jersey City, New Jersey 07310 

Attention:  Global Transaction Services – CGBAM Commercial
Mortgage Trust 2015-SMRT


 


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, Class [__]





Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and Special Servicer, 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 Trust 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 Trust and Servicing Agreement certifies that
it 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 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.  


 





*      Select
appropriate depository.


 






    	Exhibit F-1



    	 



    

 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.






	 	Dated:______________
	 	 
	 	By:	
	 	 	as,
    or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.







    	Exhibit F-2



    	 



    









EXHIBIT G-1


 FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 (Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


Citibank,
N.A.



        as Certificate Registrar
480
Washington Boulevard, 30th Floor 

Jersey City, New Jersey 07310

Attention:  Global Transaction Services – CGBAM Commercial
Mortgage Trust 2015-SMRT


 


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, Class [__]





Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and Special Servicer, 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 Trust 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 Trust 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.


 






    	Exhibit G-1-1



    	 



    





 


[(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; and 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of 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, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.



	 	[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.



    	Exhibit G-1-2



    	 



    




EXHIBIT
G-2


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 (Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


Citibank,
N.A.


        as Certificate Registrar

480 Washington Boulevard, 30th
Floor 

Jersey City, New Jersey 07310 

Attention:  Global Transaction Services – CGBAM Commercial
Mortgage Trust 2015-SMRT


 


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, Class [__] 





Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and Special Servicer, 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 Trust 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 Trust 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), 



    	Exhibit G-2-1



    	 



    




[(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, and 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; 


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, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.



	 	[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. 



    	Exhibit G-2-2



    	 



    




EXHIBIT G-3 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 (Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


Citibank,
N.A. 





        as Certificate Registrar

480 Washington Boulevard, 30th
Floor 

Jersey City, New Jersey 07310

Attention: Global Transaction Services – CGBAM Commercial Mortgage
Trust 2015-SMRT


 


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, Class [__]





Reference
is hereby made to the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and Special Servicer, 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 Trust 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 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.  






    	Exhibit G-3-1



    	 



    

 


This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.






	 	[Insert
    Name of Transferor]
	 	 
	 	By:	
	 	 	Name:
Title:






Dated:  _________ 





cc:  Citigroup
Commercial Mortgage Securities Inc.






    	Exhibit G-3-2



    	 



    




EXHIBIT
H-1


FORM
OF TRANSFEROR CERTIFICATION FOR

TRANSFERS OF DEFINITIVE CERTIFICATES


Citibank,
N.A. 


        as Certificate Registrar

480 Washington Boulevard, 30th
Floor 

Jersey City, New Jersey 07310

Attention:  Global Transaction Services - CGBAM Commercial Mortgage
Trust 2015-SMRT 


 


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, Class [__] 





Ladies
and Gentlemen: 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of a Class [___] Certificate [having an initial Certificate Balance or Notional Amount as of
[________] (the “Settlement Date”) of $[__________][evidencing a [__]% Percentage Interest in such Class] (the
“Transferred Certificate”).  The Certificates, including the Transferred Certificate, were issued
pursuant to the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and Special Servicer, 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 Trust and Servicing Agreement. 


The
Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that: 


(1)           The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate 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 any Certificate,
any interest in any Certificate 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 any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any manner, (d) made any general solicitation 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 any Certificate under the Securities Act of 1933, as amended (the
“Securities Act”), or would render the disposition of any Certificate a violation of Section 5 of the Securities
Act or any state securities laws, or would






    	Exhibit H-1-1



    	 



    

 


require
registration or qualification of any Certificate, or any offer or sale thereof, pursuant to the Securities Act or any state securities
laws.






	 	Very
    truly yours,
	 	 
	 	          (Transferor)
	 	 
	 	By:	
	 	 	Name:
Title:










    	Exhibit H-1-2



    	 



    

 


EXHIBIT
H-2 


FORM
OF INVESTMENT REPRESENTATION LETTER FOR TRANSFERS OF 

DEFINITIVE CERTIFICATES


Citibank,
N.A.



       as Certificate Registrar

480 Washington Boulevard, 30th
Floor 

Jersey City, New Jersey 07310 

Attention:  Global Transaction Services - CGBAM Commercial Mortgage
Trust 2015-SMRT


 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Paul Vanderslice


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, Class [__]





Ladies and Gentlemen: 


This
letter is delivered to you pursuant to Section 5.3(i) of the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer and Special Servicer, Deutsche Bank Trust Company Americas, as Trustee,
and Citibank, N.A., as Certificate Administrator, in connection with the transfer by [_______] (the “Seller”)
to the undersigned (the “Purchaser”) of $[______] aggregate [Certificate Principal Amount] [Notional Amount]
of Class [__] Certificates [representing a [__]% Percentage Interest in the related Class], in certificated fully registered form
(such registered interest, the “Transferred Certificate”).   Capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Trust 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






    	Exhibit H-2-1



    	 



    

 


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. 


4.           The
Purchaser has reviewed the applicable Offering Circular dated April 24, 2015, relating to the  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 Trust 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 5.3
of the Trust and Servicing Agreement. 



    	Exhibit H-2-2



    	 



    




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). 


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:
_____________________________________________


 




**      Please
select (a) or (b).



    	Exhibit H-2-3



    	 



    




(b)           by
mailing a check or draft to the following address:


______________________________________________


______________________________________________


______________________________________________









	 	Very
    truly yours,
	 	 
	 	[Insert
    Name of Purchaser]
	 	 
	 	By:	
	 	 	Name:
Title:
	 	 	 
	 	Dated: ________________, 20__








    	Exhibit H-2-4



    	 



    




EXHIBIT I-1


FORM
OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


Citibank,
N.A.



        as Certificate Registrar
480
Washington Boulevard, 30th Floor 

Jersey City, New Jersey 07310

Attention:  Global Transaction Services – CGBAM Commercial
Mortgage Trust 2015-SMRT  


 


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT (the “Certificates”) issued pursuant to
    the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”), by and
    among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
    Association, as Servicer and Special Servicer, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as
    Certificate Administrator





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 






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 (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be 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 thereof, to a Disqualified Organization.  For the purposes hereof, a Disqualified Organization
is any of the following:  (a) the United States, a State, 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 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


 



    	Exhibit I-1-1



    	 



    




 


excess
inclusions (as defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’
cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)
of the Code or (e) any other person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect
that any transfer of a Class R Certificate to such person may cause the Upper Tier REMIC or the Lower Tier REMIC to fail to qualify
as a REMIC at any time that the Certificates are outstanding.  The terms “United States,” “State”
and “International Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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 (the Purchaser’s U.S. taxpayer identification number is [____]). 


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: 


(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. 



    	Exhibit I-1-2



    	 



    




☐           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 U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of U.S. Treasury Regulations Sections
1.860E-1(c)(4)(i), (ii) and (iii) and U.S. 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. 


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 transfer
the Class R Certificates to any Person that does not provide such 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 



    	Exhibit I-1-3



    	 



    




 


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 5.3 of the Trust 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 (i) Lower-Tier
REMIC and (ii) the Upper-Tier REMIC pursuant to Section 12.1 of the Trust and Servicing Agreement. 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement. 



    	Exhibit I-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:


________________ 






    	Exhibit I-1-5



    	 



    




EXHIBIT
I-2 


FORM
OF TRANSFEROR LETTER FOR TRANSFER OF CLASS R CERTIFICATES 


[Date]


Citibank,
N.A.



        as Certificate Registrar

480 Washington Boulevard, 30th
Floor 

Jersey City, New Jersey 07310 

Attention:  Global Transaction Services – CGBAM Commercial
Mortgage Trust 2015-SMRT


 


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, 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 Trust
and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”), by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer
and Special Servicer, 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 Trust and Servicing
Agreement.  The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that: 


(1)           The
Transferor is the lawful owner of the Residual Certificates with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever. 


(2)           In
connection with such request, and in respect of such Residual Certificates, the Transferor does hereby certify that such Residual
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 Residual 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. 


(3)           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. 



    	Exhibit I-2-1



    	 



    




(4)           The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Trust and Servicing
Agreement as Exhibit I-1.  The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the Transferee’s representations in clause (9) of such Transferee Affidavit
are false. 


(5)           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 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:







    	Exhibit I-2-2



    	 



    




EXHIBIT
J 


FORM
OF ERISA REPRESENTATION LETTER 


[Date]


Citibank,
N.A.



        as Certificate Registrar
480 Washington Boulevard, 30th
Floor 

Jersey City, New Jersey 07310

Attention:  Global Transaction Services – CGBAM Commercial
Mortgage Trust 2015-SMRT


Citibank, N.A.

       as Certificate Administrator

388 Greenwich Street, 14th
Floor

New York, New York 10013

Attention:  Global Transaction Services – CGBAM Commercial
Mortgage Trust 2015-SMRT


[Transferor]

[______]

[______]

Attention:  [______]


	  	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT





Ladies and Gentlemen:


The
undersigned (the “Purchaser”) proposes to purchase [$[__] initial [principal][notional] amount of] [[__]% percentage
interest in] the CGBAM Commercial Mortgage Trust 2015-SMRT Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, Class
[E] [F] [R] Certificates (the “Class [E] [F] [R] Certificates”) issued pursuant to that certain Trust and Servicing
Agreement dated as of May 6, 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special
Servicer, 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 Trust and Servicing Agreement. 


[FOR
TRANSFERS OF CLASS R CERTIFICATES:  In connection with such transfer, the undersigned hereby represents and warrants
to you that, with respect to the Class R Certificates, the Purchaser is not an employee benefit plan or other plan subject to
the fiduciary responsibility 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”), or a governmental plan (as defined
in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code 



    	Exhibit J-1



    	 



    




 


(“Similar
Law”) (each, a “Plan”), or any person acting on behalf of any such plan or using the assets of a
Plan to purchase such Class R Certificates].


 


[FOR
TRANSFERS OF CLASS [E] OR CLASS [F] CERTIFICATES:  In connection with such transfer, the undersigned hereby represents
and warrants to you that, with respect to the Class [E] [F] Certificates, either: (i) the Purchaser is not an employee benefit
plan or other plan subject to the fiduciary responsibility 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”),
or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a
material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”),
or any person acting on behalf of any such plan or using the assets of a Plan to purchase such Class [E] [F] Certificates; or
(ii) (1) the Purchaser is an insurance company, (2) the source of funds used to acquire or hold the Class [E] [F] Certificates
or 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.] 


[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.] 


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



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








    	Exhibit J-2



    	 



    

 


EXHIBIT
K-1 


FORM
OF INVESTOR CERTIFICATION - ACCESS TO INFORMATION 


[Date] 


Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention:  Global Transaction Services – CGBAM Commercial Mortgage Trust 2015-SMRT


	Attention:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT





In
accordance with the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Agreement”), by and among
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer and Special Servicer, 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] [the Controlling
Class Representative][a Companion Loan Holder]. 


2.           The
undersigned is not an Access Restricted Party, a Property Manager, a Restricted Holder, or an Affiliate of an Access Restricted
Party, a Property Manager or a Restricted Holder, or an agent of any of the foregoing. 


3.           The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
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 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 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.  The undersigned will not use or disclose the Information in any manner
which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”),
or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act. 


4.           The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense 



    	Exhibit K-1-1



    	 



    




 


incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


 


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.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement. 



    	Exhibit K-1-2



    	 



    




 


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. 


	 	[CERTIFICATEHOLDER]
    [BENEFICIAL OWNER] [PROSPECTIVE PURCHASER] [CONTROLLING CLASS REPRESENTATIVE] [COMPANION LOAN HOLDER]
	 	 
	 	By:	
	 	 	Name:
Title:











    	Exhibit K-1-3



    	 



    

 


EXHIBIT
K-2


FORM
OF INVESTOR CERTIFICATION -

ACCESS SOLELY TO DISTRIBUTION DATE STATEMENTS 


[Date]


Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention:  Global Transaction Services – CGBAM Commercial Mortgage Trust 2015-SMRT


	Attention:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT





In
accordance with the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Agreement”), by and among
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer and Special Servicer, 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][the Controlling
Class Representative][a Companion Loan Holder]. 


2.           The
undersigned is an Access Restricted Party, a Property Manager, a Restricted Holder, or an Affiliate of an Access Restricted Party,
a Property Manager or a Restricted Holder, or an agent of one or more of the foregoing. 


3.           The
undersigned is requesting access solely to the Distribution Date Statement (the “Information”) and agrees to
keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection
with 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 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.  The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act. 


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



    	Exhibit K-2-1



    	 



    




5.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement. 



    	Exhibit K-2-2



    	 



    




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.


	 	[CERTIFICATEHOLDER]
    [BENEFICIAL OWNER] [PROSPECTIVE PURCHASER] [CONTROLLING CLASS REPRESENTATIVE][COMPANION LOAN HOLDER]
	 	 
	 	By:	
	 	 	Name:
Title:








    	Exhibit K-2-3



    	 



    




EXHIBIT
K-3 


FORM
OF INVESTOR CERTIFICATION - VOTING RIGHTS 


[Date]


Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Global Transaction Services – CGBAM Commercial Mortgage Trust 2015-SMRT


	Attention:	CGBAM Commercial Mortgage Trust 2015-SMRT,
    Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT





In
accordance with the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Agreement”), by and among
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer and Special Servicer, 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 [intends to exercise] [is prohibited from exercising] Voting Rights under the Agreement [or, if the undersigned is
not a U.S. Person, the undersigned has irrevocably appointed [______], a U.S. Person, to vote on its behalf, and to have full
discretion as to such vote,] and the undersigned (please check one of the following):  


	  	___	is not the Depositor, the Servicer,
    the Special Servicer, the Trustee, the Certificate Administrator or any of their sub-servicers (engaged with respect to the
    Trust), an Access Restricted Party, a Property Manager, a Restricted Holder or any of their respective Affiliates, or any
    agent of the foregoing individuals or entities.





	  	___	is the Servicer, the Special Servicer,
    the Trustee, the Certificate Administrator or any of their sub-servicers (engaged with respect to the Trust), an Access Restricted
    Party, a Property Manager, a Restricted Holder or respective Affiliate, or any agent of the foregoing individuals or entities
    (in which case the undersigned is prohibited from exercising Voting Rights other than as expressly authorized in the definition
    of “Certificateholder”).





	  	___	is an Affiliate of the Trustee, the
    Certificate Administrator, the Servicer or the Special Servicer and hereby certifies either:





	  	___    (i)  to
    the existence of an Affiliate Ethical Wall between it and the Trustee, the Certificate Administrator, the Servicer or the
    Special Servicer; or






    	Exhibit K-3-1



    	 



    




	  	___    (ii) that
    it is a Holder or Beneficial Owner of Controlling Class Certificates that is solely an affiliate of the Special Servicer (and
    is not, and is not an affiliate of, (x) a Restricted Mezzanine Lender or an agent or an Affiliate thereof, or (y) the Servicer,
    the Trustee, the Certificate Administrator, any Access Restricted Party, any Property Manager, or any of their sub-servicers
    (engaged with respect to the Trust) or respective Affiliates) (in which case, it is entitled to exercise its Voting Rights
    with respect to its Controlling Class Certificates pursuant to the last sentence of the definition of “Certificateholder”)





Note:  Any
Holder or Beneficial Owner of Controlling Class Certificates that is solely an affiliate of the Special Servicer (and (x) is not
a Restricted Mezzanine Lender or an agent or an Affiliate thereof, and (y) is not, and is not an affiliate of, the Servicer, the
Trustee, the Certificate Administrator any Access Restricted Party, a Property Manager, or any of their sub-servicers (engaged
with respect to the Trust) or respective Affiliates) shall not be required to provide, with respect to its Controlling Class Certificates,
an Investor Certification certifying as to the existence of an Affiliate Ethical Wall solely based on such affiliation, in order
to exercise its Voting Rights with respect to its Controlling Class Certificates. 


3.           The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the 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. 


4.           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. 


5.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement. 



    	Exhibit K-3-2



    	 



    




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.


	 	[CERTIFICATEHOLDER]
    [BENEFICIAL OWNER] [PROSPECTIVE PURCHASER]
	 	 
	 	By:	
	 	 	Name:
Title:








    	Exhibit K-3-3



    	 



    

 







EXHIBIT
L


 


APPLICABLE
SERVICING CRITERIA


 


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 L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include
any Sub-Servicer engaged by a 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.	 	 	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.	 	 	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.	 	 	Servicer

    Special Servicer

    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.1	 	 	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.	 	 	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.	 	 	Servicer

    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.	 	 	Servicer

    Special Servicer 

    Certificate Administrator	 


 





 





1 The
servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.



 




    	Exhibit L-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.	 	 	Servicer

    Special Servicer

    Certificate Administrator	 
	 	 	 	 	 	 	 	 	 
	 	1122(d)(2)(vi)	 	 	Unissued checks are safeguarded so as to prevent unauthorized
    access.	 	 	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.	 	 	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 Servicer.	 	 	Certificate Administrator	 
	 	 	 	 	 	 	 	 	 
	 	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 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.	 	 	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.	 	 	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 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.	 	 	Servicer	 
	 	 	 	 	 	 	 	 	 
	 	1122(d)(4)(v)	 	 	The Servicer’s records regarding the mortgage
    loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	 	 	Servicer	 


 


 




    	Exhibit L-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.	 	 	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	 
	 	 	 	 	 	 	 	 	 
	 	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).	 	 	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.	 	 	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.	 	 	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.	 	 	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.	 	 	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.	 	 	Servicer	 
	 	 	 	 	 	 	 	 	 
	 	1122(d)(4)(xiv)	 	 	Delinquencies, charge-offs and uncollectible accounts
    are recognized and recorded in accordance with the transaction agreements.	 	 	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	 


 



    	Exhibit L-3



    	 



    


 


EXHIBIT
M


 


FORM
OF NRSRO CERTIFICATION


 


[Date]


 


Citibank,
N.A.


388
Greenwich Street, 14th Floor


New
York, New York 10013


Attention: Global Transaction Services
- CGBAM Commercial Mortgage Trust 2015-SMRT


	 	 
	Attention:	CGBAM Commercial Mortgage Trust
    2015-SMRT,
	 	Commercial
    Mortgage Pass-Through Certificates, Series 2015-SMRT


 


In
accordance with the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Agreement”), by and among
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer and Special Servicer, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator
(the “Certificate Administrator”), with respect to the above-referenced certificates, the undersigned hereby
certifies and agrees as follows:


	 	 
	1.	The undersigned, a Nationally
    Recognized Statistical Rating Organization (“NRSRO”),  has provided the Depositor with the appropriate
    certifications under Exchange Act 17g-5(e), has access to the Depositor’s 17g-5 website, and agrees that any information
    obtained from the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website will be subject
    to the same confidentiality provisions applicable to information on the Depositor’s 17g-5 website.
	 	 
	2.	The undersigned agrees that
    each time it accesses the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, it
    shall be deemed to have recertified that the representations above remain true and correct.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 




    	Exhibit M-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.


	 	 	 
	 	[NRSRO]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








    	Exhibit M-2



    	 



    

 


EXHIBIT
N


 


FORM
OF ONLINE MARKET DATA PROVIDER CERTIFICATION




 


Citibank,
N.A.


388
Greenwich Street, 14th Floor


New
York, New York 10013


Attention: Global Transaction Services
- CGBAM Commercial Mortgage 2015-SMRT


	 	 
	Attention:	CGBAM Commercial Mortgage Trust
    2015-SMRT,
	 	Commercial
    Mortgage Pass-Through Certificates, Series 2015-SMRT


 




In
connection with the Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and Special Servicer, Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate
Administrator (the “Certificate Administrator”), the undersigned hereby certifies and agrees as follows:


	 	 
	1.	The undersigned is an employee
    or agent of [Bloomberg, L.P.] [Trepp, LLC] [Markit] [BlackRock Solutions] [Intex Solutions, Inc.], a market
    data provider that has been given access to the Distribution Date Statements, CREFC® Reports and supplemental notices
    on the Certificate Administrator’s Website by request of the Depositor.
	 	 
	2.	The undersigned agrees that
    each time it accesses Certificate Administrator’s Website, 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 Certificate Administrator’s Website 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.
	 	 
	4.	The undersigned shall be fully
    liable for any breach of this agreement by itself or by any of its officers, directors, partners, employees, agents or representatives
    (collectively, the “Representatives”) and shall indemnify the Depositor, the Trustee, the Certificate Administrator,
    the Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to
    any such breach by the undersigned or any of its Representatives.
	 	 
	5.	Capitalized terms used but not
    defined herein shall have the respective meanings assigned thereto in the Agreement.


 


    	Exhibit N-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.


	 	 	 
	 	[MARKET DATA PROVIDER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit N-2



    	 



    
 

EXHIBIT O


 


FORM
OF DISTRIBUTION DATE STATEMENT


 



    	Exhibit O-3



    	 



    


 


 








 


EXHIBIT O


 


FORM OF DISTRIBUTION
DATE STATEMENT


 


    	Exhibit O-1



    	 



    

 



	 	 	 
	Distribution Date:

    	CGBAM Commercial Mortgage Trust 2015-SMRT

    Commercial Mortgage Pass-Through Certificates

    Series 2015-SMRT	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Depositor	Citigroup Commercial Mortgage
    Securities Inc.	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 			 	Distribution Summary
    (Factors)	3	 	 
	 	Certificate Administrator 	Citibank, N.A. 	 	 	 	 	 
	 			 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	Trustee



	Deutsche Bank Trust Company
    Americas



	 	Principal Distribution
    Detail	5	 	 
	 	 		 	 	 	 	 
	 	 	 	 	Class
                                         Rating Detail



	6	 	 
	 	Rating Agencies	Standard & Poor’s
    Ratings Services 	 	 	 	 	 
	 	 	



	 	Reconciliation
    Detail	7	 	 
	 			 	 	 	 	 
	 	 	Morningstar Credit Ratings,
    LLC 	 	Mortgage Loan
    Detail	8	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency Loan
    Detail	9	 	 
	 	Servicer / Special Servicer



	Midland
                                         Loan Services, a Divison of PNC Bank,



	 	 	 	 	 
	 	 	National Association 	 	Appraisal Reduction
    Detail	10	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan Modification
    Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Specially Serviced
    Loan Detail	14	 	 
	 			 	 	 	 	 
	 	 	 	 	Unscheduled Principal
    Detail	16	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Liquidated Loan
    Detail	18	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	CREFC Legends	20	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	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 20	© Copyright 2012 Citigroup



 



    	 



    	 



    

 


	 	 	 
	Distribution Date:

    	CGBAM Commercial Mortgage Trust 2015-SMRT

    Commercial Mortgage Pass-Through Certificates

    Series 2015-SMRT	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	 		 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	 	PPP and YM



	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	 	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	 	(9)	(10)=(7+8+9)	(11)	(12)	(13)=(3-8+11-12)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 A	 	 	 	 	 	 	 	 	 	 	 	 	 
	 X	 	 	 	 	 	 	 	 	 	 	 	 	 
	 B	 	 	 	 	 	 	 	 	 	 	 	 	 
	 C	 	 	 	 	 	 	 	 	 	 	 	 	 
	 D	 	 	 	 	 	 	 	 	 	 	 	 	 
	E	 	 	 	 	 	 	 	 	 	 	 	 	 
	F	 	 	 	 	 	 	 	 	 	 	 	 	 
	 R	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
	Reports Available at www.sf.citidirect.com	Page 2 of 20	© Copyright 2012 Citigroup


 






    	 



    	 



    

 



	 	 	 
	Distribution Date:

    	CGBAM Commercial Mortgage Trust 2015-SMRT

    Commercial Mortgage Pass-Through Certificates

    Series 2015-SMRT	



 


Distribution
Summary (Factors)


	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	PPP and YM

    Distributed

    (9)/(2) x 1000	Total

    Distributed

    (10)/(2) x 1000	Deferred

Interest

(11)/(2) x 1000	Realized

Loss

(12)/(2) x 1000	Current

Principal

Balance

(14)/(2) x 1000
	 	 	 	 	 	 	 	 	 	 	 	 
	 A	 	 	  	 	 	 	 	 	 	 	 
	X	 	 	 	 	 	 	 	 	 	 	 
	B	 	 	 	 	 	 	 	 	 	 	 
	C	 	 	 	 	 	 	 	 	 	 	 
	D	 	 	 	 	 	 	 	 	 	 	 
	E	 	 	 	 	 	 	 	 	 	 	 
	F	 	 	 	 	 	 	 	 	 	 	 
	R	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
	Reports Available at www.sf.citidirect.com	Page 3 of 20	© Copyright 2012 Citigroup



 



    	 



    	 



    


 

	 	 	 
	Distribution Date:

    	CGBAM Commercial Mortgage Trust 2015-SMRT

    Commercial Mortgage Pass-Through Certificates

    Series 2015-SMRT	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	 	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	 	Day	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	 	Count	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	 	Fraction	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	 	 	 	 	 	 	 	 	 	 	 
	X	 	 	 	 	 	 	 	 	 	 	 	 
	B	 	 	 	 	 	 	 	 	 	 	 	 
	C	 	 	 	 	 	 	 	 	 	 	 	 
	D	 	 	 	 	 	 	 	 	 	 	 	 
	E	 	 	 	 	 	 	 	 	 	 	 	 
	F	 	 	 	 	 	 	 	 	 	 	 	 
	R	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
	Reports Available at www.sf.citidirect.com	Page 4 of 20	© Copyright 2012 Citigroup



 



    	 



    	 



    


 


	 	 	 
	Distribution Date:

    	CGBAM Commercial Mortgage Trust 2015-SMRT

    Commercial Mortgage Pass-Through Certificates

    Series 2015-SMRT	



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)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	 	 	 	 	 	 	 	 	 	 	 	 
	X	 	 	 	 	 	 	 	 	 	 	 	 	 
	B	 	 	 	 	 	 	 	 	 	 	 	 	 
	D	 	 	 	 	 	 	 	 	 	 	 	 	 
	C	 	 	 	 	 	 	 	 	 	 	 	 	 
	E	 	 	 	 	 	 	 	 	 	 	 	 	 
	F	 	 	 	 	 	 	 	 	 	 	 	 	 
	R	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
	Reports Available at www.sf.citidirect.com	Page 5 of 20	© Copyright 2012 Citigroup


 



    	 



    	 



    


 


 



	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial Mortgage Pass-Through Certificates

    Series 2015-SMRT

 Class Rating Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Class	 	 	Original	Current	Date	Original	Current	Date	Original	Current	Date
	A	 	 	 	 	 	 	 	 	 	 	 
	X	 	 	 	 	 	 	 	 	 	 	 
	B	 	 	 	 	 	 	 	 	 	 	 
	C	 	 	 	 	 	 	 	 	 	 	 
	D	 	 	 	 	 	 	 	 	 	 	 
	E	 	 	 	 	 	 	 	 	 	 	 
	F	 	 	 	 	 	 	 	 	 	 	 
	R	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
	Reports Available at www.sf.citidirect.com	Page 6 of 20	© Copyright 2012 Citigroup



 


    	



    	 



    

 


	 	 	 
	Distribution Date:

    	CGBAM Commercial Mortgage
    Trust 2015-SMRT

    Commercial Mortgage Pass-Through Certificates

    Series 2015-SMRT




Reconciliation
    Detail 	




	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled Interest	 	 	 	 	Servicing Fee	 	 	 
	 	Prepayment Interest
    Shortfall	 	 	 	 	Trustee / Certificate
    Administrator Fee	 	 	 
	 	Interest Adjustments	 	 	 	 	Trust Advisor Fee	 	 	 
	 	Realized Loss
    in Excess of Principal Balance	 	 	 	 	CREFC Licensing 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	 	 	 	 	Trust Fund Expenses	 	 	 
	 	Repurchased Principal	 	 	 	 	Reimbursement of
    Nonrecoverable Advance to the Servicer	 	 	 
	 	Substitution Principal	 	 	 	 	Borrower Reimbursable
    Trust Fund Expenses	 	 	 
	 	Other Principal	 	 	 	 	Other Expenses	 	 	 
	 	Total Principal
    Funds Available:	 	 	 	 	Total Additional
    Fees, Expenses, etc.:	 	 	 
	 	Other Funds Available	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Prepayment Premiums	 	 	 	 	Interest Distribution	 	 	 
	 	Default
    Prepayment Premiums	 	 	 	 	Principal Distribution	 	 	 
	 	Other Charges	 	 	 	 	Prepayment Premiums	 	 	 
	 	Total Other Funds
    Available:	 	 	 	 	Default Prepayment Premiums	 	 	 
	 	Total Funds Available	 	 	 	 	Total Distribution to Certificateholders:	 	 	 
	 	 	 	 	 	 	Total Funds Allocated	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-SMRT
	 	

Mortgage Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	Loan	OMCR	Prop

    Type

(1)

	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

  (2)	Workout

    Strategy

    (3)	Mod

Type

(4)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


	 		 
	Reports Available at www.sf.citidirect.com	Page 8 of 20	© Copyright 2012 Citigroup


 



    	 



    	 



    





	 	 	 
	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-SMRT



Delinquency Loan Detail



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances 

	Advances	Accrued Unpaid	Advances	Status	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	(Net of ASER)	Outstanding	Interest Advances	Outstanding	(2)	(3)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no delinquency loan activity for the current distribution period.
	 
	 



	 		 
	Reports Available at www.sf.citidirect.com	Page 9 of 20	© Copyright 2012 Citigroup


 





    	 



    	 



    



	 	 	 
	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-SMRT

    

    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 10 of 20	© Copyright 2012 Citigroup






    	 



    	 



    





	 	 	 
	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	 
		Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-SMRT
	 	 
	 	Historical Appraisal
    Reduction Detail


 


	 	 	 	 	 	 	 	 
	Distribution	Loan  	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	 	 	There is no historical appraisal reduction activity.	 	 


 









	Reports Available at www.sf.citidirect.com	Page 11 of 20	© Copyright 2012 Citigroup


 






    	 



    	 



    

 






	 	 	 
	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	 
		Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-SMRT
	 	 
	 	Loan Modification
    Detail


 



	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Type (4)	Description
	 	 	 	 	 	 
	There
    is no loan modification activity for the current distribution period.
	Totals	 	 	 	 	 






	Reports Available at www.sf.citidirect.com	Page 12 of 20	© Copyright 2012 Citigroup


 






    	 



    	 



    

   



	 	 	 
	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	 
		Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-SMRT
	 	 
	 	Historical Loan
    Modification Detail




 



	 	 	 	 	 	 	 
	Distribution	Loan	 	 	Modification	Modification	Modification
	Date	Number	OMCR	Property Name	Date	Type (4)	Description
	 	 	 	 	 	 	 
	There
    is no historical loan modification activity.






	Reports Available at www.sf.citidirect.com	Page 13 of 20	© Copyright 2012 Citigroup


 






    	 



    	 



    





	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial Mortgage Pass-Through Certificates

    Series 2015-SMRT



    Specially Serviced Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Workout

Strategy

(3)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Valuation Date	 	Most Recent

Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no specially serviced loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
	Reports Available at www.sf.citidirect.com	Page
    14 of 20	©
    Copyright 2012 Citigroup






    	 



    	 



    

 


	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial Mortgage Pass-Through Certificates

    Series 2015-SMRT



    Historical Specially Serviced Loan Detail


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Special

Serviced

Trans Date	 	Workout

Strategy

(3)	 	Special

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(1)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income (NOI)	 	 

DSCR	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historic specially serviced loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 		 
	Reports Available at www.sf.citidirect.com	Page 15
of 20	©
    Copyright 2012 Citigroup


 






    	 



    	 



    

 


	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial
    Mortgage Pass-Through Certificates

    Series 2015-SMRT

 Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

    Prepayment Date	 	Liquid / Prepay

    Type (5)	 	Unscheduled

    Principal Collections	 	Unscheduled

    Principal Adjustments	 	Other

    Interest Adjustments	 	Prepayment Interest

    Excess / (Shortfall)	 	Prepayment

    Penalties	 	Yield
    Maintenance

    Penalties
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 		 
	Reports Available at www.sf.citidirect.com	Page
    16 of 20	©
    Copyright 2012 Citigroup






    	 



    	 



    

 


	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial
    Mortgage Pass-Through Certificates

    Series 2015-SMRT

 Historical
    Unscheduled Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquid / Prepay

Type (5)	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustments	 	Prepayment Interest

Excess / (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Penalties
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
	Reports Available at www.sf.citidirect.com	Page
    17 of 20	©
    Copyright 2012 Citigroup






    	 



    	 



    




	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial
    Mortgage Pass-Through Certificates

    Series 2015-SMRT

 Liquidated
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as  % 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
    18 of 20	©
    Copyright 2012 Citigroup


 






    	 



    	 



    

 


	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial
    Mortgage Pass-Through Certificates

    Series 2015-SMRT

 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  % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
	Reports Available at www.sf.citidirect.com	Page
    19 of 20	©
    Copyright 2012 Citigroup






    	 



    	 



    

 


	Distribution Date:	CGBAM Commercial Mortgage Trust 2015-SMRT	
		Commercial
    Mortgage Pass-Through Certificates

    Series 2015-SMRT

 CREFC Legends


 


	 	 	 	 	 
	(1)
    Property Type	 	(3)
    Workout Strategy	 	(5)
    Liquidation / Prepayment Type
	 				
	MF
    = Multifamily	 	1.
    Modification	 	1.
    Partial Liquidation (Curtailment)
	RT
    = Retail	 	2.
    Foreclosure	 	2.
    Payoff Prior To Maturity
	HC
    = HealthCare	 	3.
    Bankruptcy	 	3.
    Disposition / Liquidation
	IN
    = Industrial	 	4.
    Extension	 	4.
    Repurchase / Substitution
	WH
    = Warehouse	 	5.
    Note Sale	 	5.
    Full Payoff At Maturity
	MH
    = Mobile Home Park	 	6.
    DPO	 	6.
    DPO
	OF
    = Office	 	7.
    REO	 	7.
    Not Used
	MU
    = Mixed Use	 	8.
    Resolved	 	8.
    Payoff With Penalty
	LO
    = Lodging	 	9.
    Pending Return to Master Servicer	 	9.
    Payoff With Yield Maintenance
	SS
    = Self Storage	 	10.
    Deed In Lieu of Foreclosure	 	10.
    Curtailment With Penalty
	OT
    = Other	 	11.
    Full Payoff	 	11.
    Curtailment With Yield Maintenance
	SE
    = Securities	 	12.
    Reps and Warranties	 	 
	CH
    = Cooperative Housing	 	13.
    Other or TBD	 	 
	N/A
    = Not Available	 	98.
    Not Provided By Servicer	 	 
	 	 	 	 	 
	(2)
    Payment Status	 	(4)
    Modification Type	 	 
	 				
	A.
    In Grace Period	 	1.
    Maturity Date Extension	 	 
	B.
    Late, but less than 30 Days	 	2.
    Amortization Change	 	 
	0.
    Current	 	3.
    Principal Write-Off	 	 
	1.
    30-59 Days Delinquent	 	4.
    Blank (formerly Combination)	 	 
	2.
    60-89 Days Delinquent	 	5.
    Temporary Rate Reduction	 	 
	3.
    90+ Days Delinquent	 	6.
    Capitalization of Interest	 	 
	4.
    Performing Matured Balloon	 	7.
    Capitalization of Taxes	 	 
	5.
    Non Performing Matured Balloon	 	8.
    Other	 	 
	98.
    Not Provided By Servicer	 	9.
    Combination	 	 



	 		 
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    20 of 20	©
    Copyright 2012 Citigroup





    	



    

 


 


 






    	 



    	 



    

 


 


EXHIBIT
P-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:	CGBAM Commercial Mortgage Trust
    2015-SMRT,
	 	 	Commercial
    Mortgage Pass-Through Certificates, Series 2015-SMRT


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 Trust and Servicing Agreement, dated as of May 6, 2015
(the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special Servicer, 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 Trust 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 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.


 




    	Exhibit P-1-1



    	 



    

 


	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit P-1-2



    	 



    



 


EXHIBIT
P-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,

as Master Servicer


10851
Mastin Street


Suite
700, Overland Park


Kansas
66210


Attention:
Executive Vice President – Division Head


	 	 	 
	 	Re:	CGBAM Commercial Mortgage Trust
    2015-SMRT,
	 	 	Commercial
    Mortgage Pass-Through Certificates, Series 2015-SMRT


 


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 Trust and Servicing Agreement, dated
as of May 6, 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities
Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special Servicer, 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 Trust and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you, as the Depositor and the 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


 




    	Exhibit P-2-1



    	 



    

 


and
qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit P-1 to the Trust and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National Association
and the Depositor has received a certificate from the prospective transferee substantially in the form attached as Exhibit P-2
to the Trust 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 3.17 of the Trust 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 Trust 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 Trust and Servicing
Agreement, and made available to it,


 




    	Exhibit P-2-2



    	 



    

 


confidential,
(ii) not to use or disclose such information in any manner which could result in a violation of any provision of the Securities
Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant to the Securities Act, and (iii)
not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives (collectively,
“Representatives”) not to disclose such information, in any manner whatsoever, in whole or in part, to any
other Person other than the Transferee’s auditors, legal counsel and regulators, except to the extent such disclosure is
required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of
disclosure by such Person or has become generally available to the public other than as a result of disclosure by such Person;
provided, however, that the Transferee or any of its Representatives may provide all or any part of such information to any other
Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such other Person (x) confirms in
writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such
information in any manner which could result in a violation of any provision of the Securities Act or would require registration
of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information, and
to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than such other Person’s auditors, legal counsel and regulators.


 


8.          The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust 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:


 




    	Exhibit P-2-3



    	 



    

 


EXhibit
Q


 


LOAN
SELLER SUB-SERVICERS


 


None


 




    	Exhibit Q-1



    	 



    



 


EXHIBIT
R


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, 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 13.4 of the Trust and Servicing Agreement
to disclose to the Depositor, each Other Exchange Act Reporting Party and each Other Depositor 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 Trust 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 Custodian, the Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other
Securitization Trust (other than information with respect to itself that is set forth in or omitted from such offering materials
or the Offering Circular), in the absence of specific written notice to the contrary from the applicable Other Depositor or Loan
Sellers. Each of the Certificate Administrator, the Trustee, the Custodian, the 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 offering materials with respect to any related Other Securitization Trust. For any related Other Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Custodian, the 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 offering materials with respect
to the related Other Securitization Trust.


 


	 	 	 	 	 	 
	 	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

    Servicer (only with respect to Item 1121(a)(12) of Regulation AB and only if no Special Servicing Loan Event has occurred
    and is continuing)

    Special Servicer (only with respect to Item  1121(a)(12) of Regulation AB and only if a Special Servicing Loan Event
    has occurred and is continuing)	 
	 	Item 2: Legal
    Proceedings 

    

    per Item 1117 of Regulation AB	 	 	(i) The Trustee,
    the Certificate Administrator, the Custodian, the Servicer and the Special Servicer(as to themselves), (ii) any other	 


 




    	Exhibit R-1



    	 



    

 


	 	 	 	 	 	 
	 	Item on Form
    10-D	 	 	Party Responsible	 
	 	 	 	 	Reporting Servicer
    (as to itself), and (iii) the Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer,
    in each case as to the Trust (in the case of the Master Servicer and the Special Servicer, to be reported by the party controlling
    such litigation)	 
	 	Item 6:  Significant Obligors of Pool
    Assets	 	 	Servicer (excluding information for which the
    Special Servicer is the “Party Responsible”)

Special Servicer (as to Foreclosed Properties)	 
	 	 	 	 	 	 
	 	Item 8:  Other
    Information	 	 	Any party responsible
    for disclosure items on Form 8-K to the extent of such items	 
	 	Item 9:  Exhibits	 	 	Certificate Administrator	 
	 	 	 	 	 	 


 




    	Exhibit R-2



    	 



    
 


EXHIBIT
S


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


For so long as
any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, 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 13.5 of the Trust and Servicing Agreement to disclose to the Depositor, each Other Exchange Act Reporting Party
and each Other Depositor 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 Trust 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 Custodian,
the Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Offering Circular and the offering materials
with respect to any related Other Securitization Trust (other
than information with respect to itself that is set forth in or omitted from such offering materials or the Offering Circular),
in the absence of specific written notice to the contrary from the applicable Other Depositor or Loan Sellers. Each of the Certificate
Administrator, the Trustee, the Custodian, the 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 offering
materials with respect to any related Other Securitization Trust. For any related Other Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Custodian, the 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 offering materials with respect to the related
Other Securitization Trust.


	 	 	 	 	 	 
	 	Item on Form
    10-K	 	 	Party Responsible	 
	 	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	 
	 	Additional
        Item:

         

        Disclosure
        per Item 1117 of Regulation AB
	 	 	(i) the Trustee,
    the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (as to themselves), (ii) the Trustee,
    the Certificate Administrator, the Custodian the Servicer and the Special Servicer as to the Trust (in the case of the Servicer
    and the Special Servicer, to be reported by the party controlling such litigation)	 


 



    	Exhibit S-1



    	 



    




 


	 	 	 	 	 	 
	 	Item on Form
    10-K	 	 	Party Responsible	 
	 	Additional
Item: 

        Disclosure
        per Item 1119 of Regulation AB
	 	 	The Trustee,
                                               the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (as to themselves) (in the case of the
                                               Servicer, only as to 1119(a) affiliations with “significant obligors” identified in the related Other Pooling and
                                               Servicing Agreement, the Trustee, the Certificate Administrator, the Custodian, 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 related Other Pooling and Servicing Agreement, the Trustee, the Certificate Administrator,
                                               the Custodian, the Servicer or a sub-servicer described in 1108(a)(3))
	 
	 	Additional
Item: 

        Disclosure
        per Item 1112(b) of Regulation AB
	 	 	Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

        

        Special
        Servicer (as to Foreclosed Property)
	 


 




    	Exhibit S-2



    	 



    

 


EXHIBIT T


 


FORM OF ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA
FAX TO [           ] AND VIA EMAIL TO [                 ]
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


[OTHER
EXCHANGE ACT REPORTING PARTY]


 


[OTHER DEPOSITOR]


 


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 Trust and Servicing Agreement, dated as of May 6, 2015 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer and Special Servicer, 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: [          ].


 




    	Exhibit T-1



    	 



    

 


	 	 	 	 
	 	 	[NAME OF PARTY],
	 	 	as [role]
	 	 	 
	By:	 	 	 
	Name:	 


 




    	Exhibit T-2



    	 



    

 


EXHIBIT
U



FORM 8-K DISCLOSURE INFORMATION


 


For so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, 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 13.6 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and each Other
Depositor 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 Trust 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 Custodian, the Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Offering Circular
and the offering materials with respect to any related Other Securitization Trust
(other than information with respect to itself that is set forth in or omitted from such offering materials or the Offering Circular),
in the absence of specific written notice to the contrary from the applicable Other Depositor or Loan Sellers. Each of the Certificate
Administrator, the Trustee, the Custodian, the 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 offering
materials with respect to any related Other Securitization Trust. For any related Other Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Custodian, the 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 offering materials with respect to the related
Other Securitization Trust.


	 	 	 	 	 	 
	 	Item on Form 8-K	 	 	Party Responsible	 
	 	Item 1.01- Entry into a Material
    Definitive Agreement	 	 	Servicer, Special Servicer, Custodian
    and the Trustee (in the case of the Servicer, Special Servicer, Custodian 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 Trust and Servicing Agreement) is a party)
    

     and Servicing Agreement) is a party)	 
	 	Item 1.02- Termination of a Material
    Definitive Agreement	 	 	Servicer,
Special Servicer, Custodian and the Trustee (in the case of the Servicer, Special Servicer, Custodian and the Trustee, only as
to agreements it is a party to or entered into on behalf of the Trust) 
	 


 




    	Exhibit U-1



    	 



    

 


	 	Item
    on Form 8-K	 	 	Party
    Responsible	 
	 	 	 	 	Certificate Administrator

    (other than as to agreements to which the Depositor (and no other party to the Trust and Servicing Agreement) is a party)	 
	 	Item 1.03- Bankruptcy or Receivership	 	 	The Trustee, the Certificate
    Administrator, the Custodian, the Servicer and the Special Servicer (each 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	 	 	Certificate Administrator	 
	 	Item 3.03- Material Modification
    to Rights of Security Holders	 	 	Certificate Administrator	 
	 	Item 6.02- Change of Servicer,
    Special Servicer or Trustee	 	 	Servicer
(as to itself or a servicer retained by it) 

        Special
Servicer (as to itself or a servicer retained by it) 

        Trustee

        Certificate Administrator

        Custodian
	 
	 	Item 6.04- Failure to Make a
    Required Distribution	 	 	Certificate Administrator	 


 




    	Exhibit U-2



    	 



    

 


EXHIBIT
V-1


 


FORM OF CERTIFICATION
TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


	 	 	 	 
	 	Re:	[NAME OF OTHER SECURITIZATION TRUST]  (the
    “Trust”)	 
	 	 	 	 
	 	Re:	Trust and Servicing Agreement dated as of May
    6, 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc.,
    as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special Servicer, Deutsche
    Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate Administrator (the “Certificate Administrator”)	 


 


I,
[identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY
CERTIFICATION] [OTHER DEPOSITOR] 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 Other Pooling and Servicing Agreement relating to
the Companion Loan[s] evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1D] [A-1E] [and A-1F] (capitalized
terms used herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


 


1.          Based
on my knowledge, the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Certificate Administrator covering the fiscal year 20__ (the “Relevant
Period”), taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the Relevant Period.


 


2.         Based
on my knowledge, the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party by the Certificate Administrator under the Trust and Servicing Agreement for inclusion in the Exchange Act reports
with respect to the Trust to be filed by the applicable Other Exchange Act Reporting Party is included in the reports delivered
by the Certificate Administrator to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party.


 


3.          I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Certificate Administrator
under the Trust and Servicing Agreement and based upon my knowledge the Certificate Administrator has, except as described in
any information provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party by the Certificate
Administrator covering the fiscal year 20[__], fulfilled its obligations under the Trust and Servicing Agreement in all material
respects in the year to which such review applies; and


 




    	Exhibit V-1-1



    	 



    

 


4.          The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria required to be delivered by the Custodian in accordance with Section 13.8 and Section 13.9
of the Trust and Servicing Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party and such reports disclose all material instances of noncompliance with the Applicable 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:	 	 


 




    	Exhibit V-1-2



    	 



    

 


EXHIBIT
V-2


 


FORM
OF CERTIFICATION TO BE PROVIDED BY THE SERVICER


	 	 	 	 
	 	Re:	[NAME OF OTHER SECURITIZATION TRUST] (The “Trust”)	 
	 	 	 	 
	 	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT (the
    “SMRT Trust”), Commercial Mortgage Pass-Through Certificates, Series 2015-SMRT, issued pursuant to Trust and Servicing
    Agreement dated as of May 6, 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage
    Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer (the “Servicer”)
    and Special Servicer (the “Special Servicer”), Deutsche Bank Trust Company Americas, as Trustee, and Citibank,
    N.A., as Certificate Administrator  (the “Certificate Administrator”).	 


 


I,
[identify the certifying individual], a [title] of [SERVICER], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION]
[OTHER DEPOSITOR] 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 Other Pooling and Servicing Agreement relating to the Companion
Loan[s] (the “Subject Companion Loan”) evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1D]
[A-1E] [and A-1F] (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Trust
and Servicing Agreement), that:


 


(1)          I
have (or a Servicing Officer under my supervision has) reviewed the servicing reports relating to the Subject Companion Loan delivered
by the Servicer to the master servicer and/or special servicer with respect to the Trust covering the fiscal year 20__;


 


(2)          Based
on my knowledge, and assuming the accuracy of the statements required to be made in the corresponding certificate of the Special
Servicer (to the extent such statements are relevant to the statements made in this certification by the 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 Servicer), the servicing
information required to be provided in these servicing reports to the master servicer and/or special servicer with respect to
the Trust by the Servicer under the Trust and Servicing Agreement is included in the servicing reports delivered by the Servicer
to the master servicer and/or special servicer with respect to the Trust ;




    	Exhibit V-2-1



    	 



    

 


(4)          I
am, or an employee under my supervision is, responsible for reviewing the activities performed by the Servicer under the Trust
and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance statement
required under Section 13.7 of the Trust and Servicing Agreement with respect to the Servicer, and except as disclosed in such
compliance statement delivered by the Servicer under Section 13.7 of the Trust and Servicing Agreement, the Servicer has fulfilled
its obligations under the Trust 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 13.8 and
Section 13.9 of the Trust and Servicing Agreement discloses all material instances of noncompliance with the Applicable Servicing
Criteria.


 


Further, notwithstanding
the foregoing certifications, the 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
Servicer entered into in connection with the Mortgage Loan, 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 Servicer with respect to the information that is subject of such certification.


 


In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of servicer, sub-servicer or co-servicer not retained by the servicer giving certification]
and, notwithstanding the foregoing certifications, neither I nor Servicer makes any certification under the foregoing clauses
(2) and (3) with respect to the information in the servicer reports that is in turn dependent upon information provided by the
Special Servicer under the Trust and Servicing Agreement.


	 	 	 
	Date:	 	 
	 	 	 
	[                          ]	 
	 	 	 
	By:   	 	 
	[Name]	 


 




    	Exhibit V-2-2



    	 



    

 


EXHIBIT
V-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

BY THE SPECIAL SERVICER




	 	 	 	 
	 	Re:	[NAME OF OTHER SECURITIZATION TRUST] (the “Trust”)	 
	 	 	 	 
	 	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT (the “SMRT Trust”), Commercial Mortgage
    Pass-Through Certificates, Series 2015-SMRT, issued pursuant to Trust and Servicing Agreement dated as of May 6, 2015 (the
    “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
    Loan Services, a Division of PNC Bank, National Association, as Servicer (the “Servicer”) and Special Servicer
    (the “Special Servicer”), Deutsche Bank Trust Company Americas, as Trustee, and Citibank, N.A., as Certificate
    Administrator.	 


 


I,
[identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION]
[OTHER DEPOSITOR] 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 Other Pooling and Servicing Agreement relating to the Companion
Loan[s] (the “Subject Companion Loan”) evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1D]
[A-1E] [and A-1F] (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Trust
and Servicing Agreement), that:


 


1.     Based
on my knowledge, the servicing information in the servicing reports or information relating to the Subject Companion Loan delivered
by the Special Servicer to the the master servicer and/or special servicer with respect to the Trust 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 and/or special servicer with respect
to the Trust by the Special Servicer under the Trust and Servicing Agreement for inclusion in the reports to be filed by the Other
Exchange Act Reporting Party is included in the servicing reports delivered by the Special Servicer to the master servicer and/or
special servicer with respect to the Trust ;


 


3.     I
am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the
Trust and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance
statement required under Section 13.7 of the Trust and Servicing Agreement with respect to the Special Servicer, and except as
disclosed in such compliance statement delivered by the Special Servicer under Section 13.7 of the Trust and Servicing Agreement,
the Special Servicer has fulfilled its obligations under the Trust and Servicing Agreement in all material respects in the year
to which such review applies; and


 




    	Exhibit V-2-1



    	 



    

 


4.     The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 13.8 and
Section 13.9 of the Trust and Servicing Agreement discloses all material instances of noncompliance with the Applicable Servicing
Criteria.


	 	 	 
	Date:	 	 
	 	 	 
	[                          ]	 
	 	 	 
	By:  	 	 
	[Name]	 
	[Title]	 


 




    	Exhibit V-2-2



    	 



    

 


EXHIBIT V-4


 


FORM OF CERTIFICATION
TO BE PROVIDED

TO DEPOSITOR BY THE CUSTODIAN




	 	 	 	 
	 	Re:	[NAME OF OTHER SECURITIZATION TRUST]  (the
    “Trust”)	 
	 	 	 	 
	 	Re:	Trust and Servicing Agreement dated as of May
    6, 2015 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc.,
    as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and Special Servicer, Deutsche
    Bank Trust Company Americas, as Trustee and as Custodian (the “Custodian”), and Citibank, N.A., as Certificate
    Administrator (the “Certificate Administrator”)	 


 


I,
[identify the certifying individual], a [title] of [CUSTODIAN], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION]
[OTHER DEPOSITOR] 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 Other Pooling and Servicing Agreement relating to the Companion
Loan[s] evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1D] [A-1E] [and A-1F] (capitalized terms used
herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


 


1.          Based
on my knowledge, the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20__ (the “Relevant Period”),
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the Relevant
Period.


 


2.          Based
on my knowledge, the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party by the Custodian under the Trust and Servicing Agreement for inclusion in the Exchange Act reports with respect
to the Trust to be filed by the applicable Other Exchange Act Reporting Party is included in the reports delivered by the Custodian
to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party.


 


3.          I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the Trust
and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided to the
applicable Other Depositor and the applicable Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20[__],
fulfilled its obligations under the Trust 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


 




    	Exhibit V-4-1



    	 



    

 


criteria
required to be delivered by the Custodian in accordance with Section 13.8 and Section 13.9 of the Trust and Servicing Agreement
have been provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party and such reports disclose
all material instances of noncompliance with the Applicable 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:	 	 


 




    	Exhibit V-4-2



    	 



    

 


EXHIBIT V-5


 


FORM OF CERTIFICATION
TO BE PROVIDED

TO DEPOSITOR BY THE TRUSTEE




	 	 	 
	 	Re:	[NAME OF OTHER SECURITIZATION TRUST] (the “Trust”)
	 	 	 
	 	Re:	CGBAM Commercial Mortgage Trust 2015-SMRT (the “SMRT Trust”), Commercial Mortgage
    Pass-Through Certificates, Series 2015-SMRT, issued pursuant to Trust and Servicing Agreement dated as of May 6, 2015 (the
    “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
    Loan Services, a Division of PNC Bank, National Association, as Servicer and Special Servicer, Deutsche Bank Trust Company
    Americas, as Trustee (the “Trustee”), and Citibank, N.A., as Certificate Administrator.


 


I,
[identify the certifying individual], a [title] of [TRUSTEE], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION]
[OTHER DEPOSITOR] 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 Other Pooling and Servicing Agreement relating to the Companion
Loan[s] evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-1D] [A-1E] [and A-1F] (capitalized terms used
herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


 


1.          Based
on my knowledge, the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20__ (the “Relevant Period”),
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the Relevant
Period.


 


1.          Based
on my knowledge, the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party by the Trustee under the Trust and Servicing Agreement for inclusion in the Exchange Act reports with respect
to the Trust to be filed by the applicable Other Exchange Act Reporting Party is included in the reports delivered by the Trustee
to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party.


 


2.          I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the Trust and
Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to the applicable
Other Depositor and the applicable Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20[__], fulfilled
its obligations under the Trust and Servicing Agreement in all material respects in the year to which such review applies; and


 




    	Exhibit V-5-1



    	 



    

 


3.          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 required to be delivered by the Trustee in accordance with Section 13.8 and Section 13.9
of the Trust and Servicing Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party and such reports disclose all material instances of noncompliance with the Applicable 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:	 	 


 




    	Exhibit V-5-2