Exhibit 4.1


 





EXECUTION
VERSION


 


CREDIT
SUISSE COMMERCIAL MORTGAGE SECURITIES CORP.,

as Depositor


 


KEYBANK
NATIONAL ASSOCIATION,

as Master Servicer


 


Rialto
capital advisors, llc,

as Special Servicer


 


Wells
fargo bank, national association,

as Certificate Administrator and Trustee


 


and


 


PENTALPHA
SURVEILLANCE LLC,

as Operating Advisor and Asset Representations Reviewer


 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of


 


February
1, 2016


 


CSAIL
2016-C5 Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series
2016-C5


 






    	 



    	 



    

 





	 	 	 	 
	TABLE
    OF CONTENTS
	 
	 	 	 	Page
	 	 	 	 
	ARTICLE
    I
	 	 	 	 
	DEFINITIONS
	 
	Section 1.01	 	Defined Terms	5
	Section 1.02	 	Certain Calculations	111
	 	 	 	 
	ARTICLE
    II
	 	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS;

     ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 
	Section 2.01	 	Conveyance
    of Mortgage Loans	112
	Section 2.02	 	Acceptance
    by Trustee	117
	Section 2.03	 	Representations,
    Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
    in Mortgage Files and Breaches of Representations and Warranties	122
	Section 2.04	 	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	136
	Section 2.05	 	Creation of
    the Grantor Trust	137
	 	 	 	 
	ARTICLE III
	 	 	 	 
	ADMINISTRATION AND 

    SERVICING OF THE TRUST FUND
	 	 	 	 
	Section 3.01	 	The Master
    Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the
    Serviced Companion Loans and REO Properties	137
	Section 3.02	 	Collection
    of Mortgage Loan Payments	144
	Section 3.03	 	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	149
	Section 3.04	 	The Collection
    Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
    Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	154
	Section 3.05	 	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	160
	Section 3.06	 	Investment
    of Funds in the Collection Account and the REO Account	170
	Section 3.07	 	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	172
	Section 3.08	 	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	177


 






    	-i-



    	 



    

 


	 	 	 	 
	Section 3.09	 	Realization
    Upon Defaulted Loans and Companion Loans	182
	Section 3.10	 	Trustee and
    Custodian to Cooperate; Release of Mortgage Files	186
	Section 3.11	 	Servicing
    Compensation	187
	Section 3.12	 	Inspections;
    Collection of Financial Statements	193
	Section 3.13	 	Access to
    Certain Information	197
	Section 3.14	 	Title to REO
    Property; REO Account	210
	Section 3.15	 	Management
    of REO Property	212
	Section 3.16	 	Sale of Defaulted
    Loans and REO Properties	214
	Section 3.17	 	Additional
    Obligations of Master Servicer and Special Servicer	220
	Section 3.18	 	Modifications,
    Waivers, Amendments and Consents	223
	Section 3.19	 	Transfer of
    Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	230
	Section 3.20	 	Sub-Servicing
    Agreements	236
	Section 3.21	 	Interest Reserve
    Account	240
	Section 3.22	 	Directing
    Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	240
	Section 3.23	 	Controlling
    Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	241
	Section 3.24	 	Intercreditor
    Agreements	245
	Section 3.25	 	Rating Agency
    Confirmation	248
	Section 3.26	 	The Operating
    Advisor	250
	Section 3.27	 	Companion
    Paying Agent	256
	Section 3.28	 	Companion
    Register	257
	Section 3.29	 	Certain Matters
    Relating to the Non-Serviced Mortgage Loans	257
	Section 3.30	 	[Reserved]	258
	Section 3.31	 	[Reserved]	258
	Section 3.32	 	Litigation
    Control	258
	Section 3.33	 	Delivery of
    Excluded Information to the Certificate Administrator	262
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 
	Section 4.01	 	Distributions	263
	Section 4.02	 	Statements
    to Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney	272
	Section 4.03	 	P&I Advances	278
	Section 4.04	 	Allocation
    of Realized Losses	281
	Section 4.05	 	Appraisal
    Reduction Amounts	281
	Section 4.06	 	Grantor Trust
    Reporting	285
	Section 4.07	 	Investor Q&A
    Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	286
	Section 4.08	 	Secure Data
    Room	289


 






    	-ii-



    	 



    

 


	 	 	 	 
	ARTICLE V
	 	 	 	 
	THE CERTIFICATES
	 	 	 	 
	Section 5.01	 	The Certificates	290
	Section 5.02	 	Form and Registration	291
	Section 5.03	 	Registration
    of Transfer and Exchange of Certificates	293
	Section 5.04	 	Mutilated,
    Destroyed, Lost or Stolen Certificates	300
	Section 5.05	 	Persons Deemed
    Owners	301
	Section 5.06	 	Access to
    List of Certificateholders’ Names and Addresses; Special Notices	301
	Section 5.07	 	Maintenance
    of Office or Agency	302
	Section 5.08	 	Appointment
    of Certificate Administrator	302
	Section 5.09	 	[Reserved]	303
	Section 5.10	 	Voting Procedures
    With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall administer such
    vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail with respect
    to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless
    different procedures are otherwise described herein with respect to a specific vote:	303
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	THE DEPOSITOR, THE MASTER
    SERVICER, THE SPECIAL SERVICER, THE

    OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER
	 	 	 	 
	Section 6.01	 	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	304
	Section 6.02	 	Liability
    of the Depositor, the Master Servicer, the Operating Advisor and the Special Servicer	310
	Section 6.03	 	Merger, Consolidation
    or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations
    Reviewer	311
	Section 6.04	 	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	312
	Section 6.05	 	Depositor,
    Master Servicer and Special Servicer Not to Resign	317
	Section 6.06	 	Rights of
    the Depositor in Respect of the Master Servicer and the Special Servicer	318
	Section 6.07	 	The Master
    Servicer and the Special Servicer as Certificate Owner	318
	Section 6.08	 	The Directing
    Certificateholder	319


 






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	ARTICLE VII
	 	 	 	 
	SERVICER TERMINATION EVENTS
	 	 
	Section 7.01	 	Servicer Termination
    Events; Master Servicer and Special Servicer Termination	324
	Section 7.02	 	Trustee to
    Act; Appointment of Successor	332
	Section 7.03	 	Notification
    to Certificateholders	334
	Section 7.04	 	Waiver of
    Servicer Termination Events	334
	Section 7.05	 	Trustee as
    Maker of Advances	335
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE
    AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	 	Duties of
    the Trustee and the Certificate Administrator	335
	Section 8.02	 	Certain Matters
    Affecting the Trustee and the Certificate Administrator	337
	Section 8.03	 	Trustee and
    Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	339
	Section 8.04	 	Trustee or
    Certificate Administrator May Own Certificates	339
	Section 8.05	 	Fees and Expenses
    of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	340
	Section 8.06	 	Eligibility
    Requirements for Trustee and Certificate Administrator	341
	Section 8.07	 	Resignation
    and Removal of the Trustee and Certificate Administrator	342
	Section 8.08	 	Successor
    Trustee or Certificate Administrator	344
	Section 8.09	 	Merger or
    Consolidation of Trustee or Certificate Administrator	345
	Section 8.10	 	Appointment
    of Co-Trustee or Separate Trustee	345
	Section 8.11	 	Appointment
    of Custodians	346
	Section 8.12	 	Representations
    and Warranties of the Trustee	347
	Section 8.13	 	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	348
	Section 8.14	 	Representations
    and Warranties of the Certificate Administrator	348
	Section 8.15	 	Compliance
    with the PATRIOT Act	349
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION
	 	 	 	 
	Section 9.01	 	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	350
	Section 9.02	 	Additional
    Termination Requirements	353
	 	 	 	 
	ARTICLE X
	 	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 	 
	Section 10.01	 	REMIC Administration	354


 


 



    	-iv-



    	 



    

 


	 	 	 	 
	Section 10.02	 	Use of Agents	358
	Section 10.03	 	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	358
	Section 10.04	 	Appointment
    of REMIC Administrators	358
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	EXCHANGE ACT REPORTING
    AND REGULATION AB COMPLIANCE
	 	 	 	 
	Section 11.01	 	Intent of
    the Parties; Reasonableness	359
	Section 11.02	 	Succession;
    Subcontractors	360
	Section 11.03	 	Filing Obligations	362
	Section 11.04	 	Form 10-D
    Filings	363
	Section 11.05	 	Form 10-K
    Filings	365
	Section 11.06	 	Sarbanes-Oxley
    Certification	368
	Section 11.07	 	Form 8-K Filings	369
	Section 11.08	 	Form 15 Filing	371
	Section 11.09	 	Annual Compliance
    Statements	371
	Section 11.10	 	Annual Reports
    on Assessment of Compliance with Servicing Criteria	373
	Section 11.11	 	Annual Independent
    Public Accountants’ Attestation Report	375
	Section 11.12	 	Indemnification	376
	Section 11.13	 	Amendments	378
	Section 11.14	 	Regulation
    AB Notices	379
	Section 11.15	 	Certain Matters
    Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	379
	Section 11.16	 	[Reserved]	383
	Section 11.17	 	Impact of
    Cure Period	383
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	THE ASSET REPRESENTATIONS
    REVIEWER
	 	 	 	 
	Section 12.01	 	Asset Review	384
	Section 12.02	 	Payment of
    Asset Representations Reviewer Fees and Expenses; Limitation of Liability	389
	Section 12.03	 	Resignation
    of the Asset Representations Reviewer	390
	Section 12.04	 	Restrictions
    of the Asset Representations Reviewer	390
	Section 12.05	 	Termination
    of the Asset Representations Reviewer	390
	 	 	 	 
	ARTICLE XIII
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	Section 13.01	 	Amendment	393
	Section 13.02	 	Recordation
    of Agreement; Counterparts	398
	Section 13.03	 	Limitation
    on Rights of Certificateholders	398


 






    	-v-



    	 



    

 


	 	 	 	 
	Section 13.04	 	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	399
	Section 13.05	 	Notices	400
	Section 13.06	 	Severability
    of Provisions	405
	Section 13.07	 	Grant of a
    Security Interest	406
	Section 13.08	 	Successors
    and Assigns; Third Party Beneficiaries	406
	Section 13.09	 	Article and
    Section Headings	407
	Section 13.10	 	Notices to
    the Rating Agencies	407


 


 



    	-vi-



    	 



    

 


	 	 	 
	EXHIBITS
	 
	Exhibit A-1	 	Form of Certificate (other than Class R and Class Z Certificates)
	Exhibit A-2	 	Form of Class R Certificate
	Exhibit A-3	 	Form of Class Z Certificate
	Exhibit A-4	 	[Reserved]
	Exhibit B	 	Mortgage Loan Schedule
	Exhibit C	 	Form of Investment Representation Letter
	Exhibit D-1	 	Form of Transferee Affidavit
	Exhibit D-2	 	Form of Transferor Letter
	Exhibit E	 	Form of Request for Release
	Exhibit F-1	 	Form of ERISA Representation Letter regarding ERISA Restricted
    Certificates
	Exhibit F-2	 	Form of ERISA Representation Letter regarding Class R Certificates
    and Class Z Certificates
	Exhibit G	 	Form of Statement to Certificateholders
	Exhibit H	 	Form of Omnibus Assignment
	Exhibit I	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate
    to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	 	Form of Transfer Certificate for Rule 144A Book-Entry Certificate
    to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry
    Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	 	Form of Transfer Certificate for Temporary Regulation S Book-Entry
    Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	 	Form of Transfer Certificate for Non-Book Entry Certificate to
    Temporary Regulation S Book-Entry Certificate
	Exhibit N	 	Form of Transfer Certificate for Non-Book Entry Certificate to
    Regulation S Book-Entry Certificate
	Exhibit O	 	Form of Transfer Certificate for Non-Book Entry Certificate to
    Rule 144A Book-Entry Certificate
	Exhibit P-1A	 	Form of Investor Certification for Non-Borrower Party (for Persons
    other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1B	 	Form of Investor Certification for Non-Borrower Party (for the
    Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	 	Form of Investor Certification for Borrower Party (for Persons
    other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1D	 	Form of Investor Certification for Borrower Party (for the Directing
    Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	 	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	 	Form of Notice of Excluded Controlling Class Holder to Certificate
    Administrator
	Exhibit P-1G	 	Form of Certification of Directing Certificateholder
	Exhibit P-2	 	Form of Certification for NRSROs


 






    	-vii-



    	 



    

 


	 	 	 
	Exhibit P-3	 	Online Market Data Provider Certification
	Exhibit Q	 	Custodian Certification/Exception Report
	Exhibit R-1	 	Form of Power of Attorney – Master Servicer
	Exhibit R-2	 	Form of Power of Attorney – Special Servicer
	Exhibit S	 	Initial Companion Holders
	Exhibit T	 	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	 	Form of Notice and Certification Regarding Defeasance of Mortgage
    Loan
	Exhibit V	 	Form of Operating Advisor Annual Report
	Exhibit W	 	Form of Notice from Operating Advisor Recommending Replacement
    of Special Servicer
	Exhibit X	 	Form of Confidentiality Agreement
	Exhibit Y	 	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	 	Form of Certification to be Provided to Depositor by Certificate
    Administrator
	Exhibit Z-2	 	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	 	Form of Certification to be Provided to Depositor by Special
    Servicer
	Exhibit Z-4	 	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	 	Form of Certification to be Provided to Depositor by Operating
    Advisor
	Exhibit Z-6	 	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	 	Form of Certification to be Provided to Depositor by Asset Representations
    Reviewer
	Exhibit AA	 	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	 	Additional Form 10-D Disclosure
	Exhibit CC	 	Additional Form 10-K Disclosure
	Exhibit DD	 	Form 8-K Disclosure Information
	Exhibit EE	 	Additional Disclosure Notification
	Exhibit FF	 	Initial Sub-Servicers
	Exhibit GG	 	Servicing Function Participants
	Exhibit HH	 	Form of Annual Compliance Statement
	Exhibit II	 	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	 	CREFC® Payment Information
	Exhibit KK	 	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	 	[Reserved]
	Exhibit MM	 	Additional Disclosure Notification (Accounts)
	Exhibit NN	 	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	 	Form of Asset Review Report
	Exhibit PP	 	Form of Asset Review Report Summary
	Exhibit QQ	 	Form of Asset Review Procedures
	Exhibit RR	 	Form of Certification to Certificate Administrator Requesting
    Access to Secure Data Room
	Exhibit SS	 	Form of Notice of [Additional Delinquent Mortgage Loan][Cessation
    of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]


 






    	-viii-



    	 



    

 


	 	 	 
	SCHEDULES
	 
	Schedule 1	 	Mortgage Loans With Additional Debt
	Schedule 2	 	Class A-SB Planned Principal Balance Schedule
	Schedule 3	 	Mortgage Loans With “Performance”, “Earn-Out”
    or “Holdback” Escrows or Reserves exceeding 10% of the Initial Principal Balance


 


 



    	-ix-



    	 



    


 






This
Pooling and Servicing Agreement is dated and effective as of February 1, 2016, among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and Trustee and Pentalpha Surveillance LLC, as Operating Advisor
and Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


The
Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “Certificates”),
to be issued hereunder in multiple classes (each, a “Class”), which in the aggregate will evidence the entire
beneficial ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage
loans. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated
portions of the Trust (exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account)
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 “Trust REMIC” as described herein).


 


In
addition, the parties intend that the portion of the Trust Fund consisting of the Class Z Specific Grantor Trust Assets shall
be treated as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes
(the “Grantor Trust”). The Class Z Certificates shall represent undivided beneficial interests in the Grantor
Trust. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure that the
portion of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal income tax law
and not be treated as part of the Trust REMICs.


 


The
Depositor intends to sell the Certificates to the Underwriters and the Initial Purchasers.


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA-1, Class LA-2, Class LA-3,
Class LA-4, Class LA-5, Class LA-SB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class
LNR Uncertificated Interests (the “Lower-Tier Regular Interests”), which will evidence the “regular interests”
in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which
is the sole Class of “residual interest” in the Lower-Tier REMIC and is represented by the Class R Certificates.


 






    	-1-



    	 



    

 


The
following table sets forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier
Regular Interests and the Class LR Interest: 


	 	 	 	 	 	 	 
	Class
        Designation
	 	Interest
        Rate or Pass-Through Rate
	 	Original
                                         Lower-Tier

                                         Principal Amount



	Class
    LA-1	 	(1)	 	$	28,557,000	 
	Class
    LA-2	 	(1)	 	$	121,570,000	 
	Class
    LA-3	 	(1)	 	$	19,780,000	 
	Class
    LA-4	 	(1)	 	$	170,000,000	 
	Class
    LA-5	 	(1)	 	$	267,448,000	 
	Class
    LA-SB	 	(1)	 	$	48,139,000	 
	Class
    LA-S	 	(1)	 	$	67,891,000	 
	Class
    LB	 	(1)	 	$	51,503,000	 
	Class
    LC	 	(1)	 	$	42,139,000	 
	Class
    LD	 	(1)	 	$	46,821,000	 
	Class
    LE	 	(1)	 	$	23,410,000	 
	Class
    LF	 	(1)	 	$	9,365,000	 
	Class
    LNR	 	(1)	 	$	39,797,933	 
	Class LR	 	None(2)	 		None    	 



 


 






		(1)	The
                                         interest rate for such Class of Lower-Tier Regular Interests on any Distribution Date
                                         will be the Weighted Average Net Mortgage Rate for such Distribution Date.



 


		(2)	The
                                         Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate
                                         Balance or Notional Amount, will not bear interest and will not be entitled to distributions
                                         of Yield Maintenance Charges. Any Available Funds remaining in the Lower-Tier REMIC Distribution
                                         Account after distributing the Lower-Tier Distribution Amount will be deemed distributed
                                         to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class B, Class C, Class D, Class
E, Class F and Class NR Certificates, each of which represents a “regular interest” in the Upper-Tier REMIC created
hereunder. The Upper-Tier REMIC also will issue the uncertificated Class UR Interest, which is the sole Class of “residual
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 


THE
GRANTOR TRUST


 


The
Class Z Certificates shall represent undivided beneficial interests in the Grantor Trust, which consists of the Class Z Specific
Grantor Trust Assets. As provided herein, the Certificate Administrator shall not take any actions to cause the portion of the
Trust Fund consisting of the Grantor Trust (i) to fail to maintain its status as a “grantor trust” under federal income
tax law or (ii) to be treated as part of either Trust REMIC.


 






    	-2-



    	 



    

 


	Class
        Designation
	 	Corresponding
        Grantor Trust Assets

	Class
    Z	 	Class
    Z Specific Grantor Trust Assets


 


THE
CERTIFICATES


 


The
following table (and related paragraphs) sets forth the designation, the pass-through rate (the “Pass-Through Rate”)
and the aggregate initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original
Notional Amount”), as applicable, for each Class of Certificates:


 


	Corresponding
        

        Certificates
	 	Initial
        Pass-

        Through Rate
	 	Original

        Certificate

        Balance or

        Notional Amount

	Class
    A-1 Certificates	 	1.7466%	 	$   28,557,000
	Class
    A-2 Certificates	 	2.8793%	 	$   121,570,000
	Class
    A-3 Certificates	 	3.6561%	 	$   19,780,000
	Class
    A-4 Certificates	 	3.4887%	 	$   170,000,000
	Class
    A-5 Certificates	 	3.7567%	 	$   267,448,000
	Class
    A-SB Certificates	 	3.5325%	 	$   48,139,000
	Class
    X-A Certificates	 	1.0653%(1)	 	$   723,385,000(2)
	Class
    X-B Certificates	 	0.0753%(1)	 	$   51,503,000(2)
	Class
    X-D Certificates	 	1.0000%(1)	 	$   46,821,000(2)
	Class
    X-E Certificates	 	1.5333%(1)	 	$   23,410,000(2)
	Class
    X-F Certificates	 	1.5333%(1)	 	$   9,365,000(2)
	Class
    X-NR Certificates	 	1.5333%(1)	 	$   39,797,933(2)
	Class
    A-S Certificates	 	4.0101%	 	$   67,891,000
	Class
    B Certificates	 	4.4630%	 	$   51,503,000
	Class
    C Certificates	 	4.5383%	 	$   42,139,000
	Class
    D Certificates	 	3.5383%	 	$   46,821,000
	Class
    E Certificates	 	3.0050%	 	$   23,410,000
	Class
    F Certificates	 	3.0050%	 	$   9,365,000
	Class
    NR Certificates	 	3.0050%	 	$   39,797,933
	Class
    R Certificates	 	None(3)	 	N/A
	Class
    Z Certificates	 	None(3)	 	N/A
	 	 	 	 	 



 


		(1)	The
                                         Pass-Through Rate for the Class X-A Certificates will be calculated in accordance with
                                         the definition of “Class X-A Pass-Through Rate”. The Pass-Through Rate for
                                         the Class X-B Certificates will be calculated in accordance with the definition of “Class
                                         X-B Pass-Through Rate”. The Pass-Through Rate for the Class X-D Certificates will
                                         be calculated in accordance with the definition of “Class X-D Pass-Through Rate”.
                                         The Pass-Through Rate for the Class X-E Certificates will be calculated in accordance
                                         with the definition of “Class X-E Pass-Through Rate”. The Pass-Through Rate
                                         for the Class X-F Certificates will be calculated in accordance with the definition of
                                         “Class X-F Pass-Through Rate”. The Pass-Through Rate for the Class X-NR Certificates
                                         will be calculated in accordance with the definition of “Class X-NR Pass-Through
                                         Rate”.



 


		(2)	None
                                         of the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F or Class X-NR Certificates
                                         will have a Certificate Balance; rather, each such Class of Certificates will accrue
                                         interest as provided herein on its related Notional Amount.



 


		(3)	Neither
                                         the Class R nor the Class Z Certificates will have a Certificate Balance or a Notional
                                         Amount, bear interest or be entitled to distributions of Yield Maintenance Charges. Any
                                         Available Funds remaining in the



 






    	-3-



    	 



    

  





			Upper-Tier
                                         REMIC Distribution Account (after all required distributions under this Agreement have
                                         been made to each Class of Regular Certificates will be deemed distributed to the Class UR
                                         Interest and shall be payable to the Holders of the Class R Certificates.)


 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $936,420,933.


 


The
GLP Industrial Portfolio A Companion Loans, the GLP Industrial Portfolio A Subordinate Companion Loans, the FedEx Brooklyn Companion
Loan, the Starwood Capital Extended Stay Portfolio Companion Loans, the Sheraton Lincoln Harbor Hotel Companion Loan and the Avalon
Apartments Subordinate Companion Loan (each a “Companion Loan” and collectively, the “Companion Loans”)
are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is
part of the Trust Fund. As and to the extent provided herein, any Companion Loan (other than any Non-Serviced Companion Loan)
will be serviced and administered in accordance with this Agreement. Amounts attributable to any Companion Loan will not be part
of the Trust Fund, and (except to the extent that such amounts are payable or reimbursable to any party to this Agreement) will
be owned by the related Companion Loan Holders.


 


The
GLP Industrial Portfolio A Whole Loan consists of the GLP Industrial Portfolio A Mortgage Loan, the GLP Industrial Portfolio A
Companion Loans and the GLP Industrial Portfolio A Subordinate Companion Loans. The GLP Industrial Portfolio A Mortgage Loan and
the GLP Industrial Portfolio A Companion Loans are pari passu with each other. The GLP Industrial Portfolio A Subordinate
Companion Loans are subordinate to the GLP Industrial Portfolio A Mortgage Loan. The GLP Industrial Portfolio A Companion Loans
and the GLP Industrial Portfolio A Subordinate Companion Loans are not part of the Trust Fund. The GLP Industrial Portfolio A
Mortgage Loan, the GLP Industrial Portfolio A Companion Loans and the GLP Industrial Portfolio A Subordinate Companion Loans will
be serviced and administered in accordance with the CSMC 2015-GLPA Trust and Servicing Agreement and the GLP Industrial Portfolio
A Co-Lender Agreement.


 


The
FedEx Brooklyn Whole Loan consists of the FedEx Brooklyn Mortgage Loan and the FedEx Brooklyn Companion Loan. The FedEx Brooklyn
Mortgage Loan and the FedEx Brooklyn Companion Loan are pari passu with each other. The FedEx Brooklyn Mortgage Loan is
part of the Trust Fund. The FedEx Brooklyn Companion Loan is not part of the Trust Fund. The FedEx Brooklyn Mortgage Loan and
the FedEx Brooklyn Companion Loan will be serviced and administered in accordance with this Agreement and the FedEx Brooklyn Co-Lender
Agreement.


 


The
Starwood Capital Extended Stay Portfolio Whole Loan consists of the Starwood Capital Extended Stay Portfolio Mortgage Loan and
the Starwood Capital Extended Stay Portfolio Companion Loans. The Starwood Capital Extended Stay Portfolio Mortgage Loan and the
Starwood Capital Extended Stay Portfolio Companion Loans are pari passu with each other. The Starwood Capital Extended
Stay Portfolio Mortgage Loan is part of the Trust Fund. The Starwood Capital Extended Stay Portfolio Companion Loans are not part
of the Trust Fund. The Starwood Capital Extended Stay Portfolio Mortgage Loan and the Starwood Capital Extended Stay Portfolio
Companion Loans will be serviced and administered in accordance with






    	-4-



    	 



    

 


the
CSAIL 2015-C3 Pooling and Servicing Agreement and the Starwood Capital Extended Stay Portfolio Co-Lender Agreement.


 


The
Sheraton Lincoln Harbor Hotel Whole Loan consists of the Sheraton Lincoln Harbor Hotel Mortgage Loan and the Sheraton Lincoln
Harbor Hotel Companion Loan. The Sheraton Lincoln Harbor Hotel Mortgage Loan and the Sheraton Lincoln Harbor Hotel Companion Loan
are pari passu with each other. The Sheraton Lincoln Harbor Hotel Mortgage Loan is part of the Trust Fund. The Sheraton
Lincoln Harbor Hotel Companion Loan is not part of the Trust Fund. The Sheraton Lincoln Harbor Hotel Mortgage Loan and the Sheraton
Lincoln Harbor Hotel Companion Loan will be serviced and administered in accordance with the WFCM 2015-C31 Pooling and Servicing
Agreement and the Sheraton Lincoln Harbor Hotel Co-Lender Agreement.


 


The
Avalon Apartments Whole Loan consists of the Avalon Apartments Mortgage Loan and the Avalon Apartments Subordinate Companion Loan.
The Avalon Apartments Subordinate Companion Loan is subordinate to the Avalon Apartments Mortgage Loan. The Avalon Apartments
Mortgage Loan is part of the Trust Fund. The Avalon Apartments Subordinate Companion Loan is not part of the Trust Fund. The Avalon
Apartments Mortgage Loan and the Avalon Apartments Subordinate Companion Loan will be serviced and administered in accordance
with this Agreement and the Avalon Apartments Co-Lender Agreement.


 


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


 


Article I



DEFINITIONS


 


Section 1.01          Defined
Terms. Whenever used in this Agreement, including in the Preliminary Statement, the following capitalized terms, unless the
context otherwise requires, shall have the meanings specified in this Article.


 


“10-K
Filing Deadline”: As defined in Section 11.05(a).


 


“15Ga-1
Notice”: As defined in Section 2.02(g).


 


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


 


“17g-5
Information Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially
be located within the Certificate Administrator’s Website (initially www.ctslink.com), under the “NRSRO” tab
on the page relating to this transaction.


 


“30/360
Mortgage Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule.


 


 



    	-5-



    	 



    




 


“AB
Control Appraisal Period”: With respect to any AB Subordinate Companion Loan, the period during which (a)(i) the initial
principal balance of the related AB Subordinate Companion Loan minus (ii) the sum of (x) any payments of principal allocated to,
and received on, the related AB Subordinate Companion Loan, (y) any Appraisal Reduction Amounts for a Serviced AB Whole Loan that
are allocated to the related AB Subordinate Companion Loan and (z) any losses realized with respect to the related Mortgaged Property
or Serviced AB Whole Loan that are allocated to the related AB Subordinate Companion Loan, is less than (b) 25% of the remainder
of the (i) initial principal balance of the related AB Subordinate Companion Loan less (ii) any payments of principal allocated
to, and received by, the holders of the related AB Subordinate Companion Loan.


 


“AB
Mortgage Loan”: A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is
part of the Trust Fund. For the avoidance of doubt, each of the GLP Industrial Portfolio A Mortgage Loan and the Avalon Apartments
Mortgage Loan is an AB Mortgage Loan.


 


“AB
Mortgaged Property”: The Mortgaged Property which secures the related AB Whole Loan.


 


“AB
Subordinate Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related
promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included
in the Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related
Mortgage Loan documents and as provided in the related Intercreditor Agreement. For the avoidance of doubt, each of the GLP Industrial
Portfolio A Subordinate Companion Loans and the Avalon Apartments Subordinate Companion Loan is an AB Subordinate Companion Loan.


 


“AB
Whole Loan”: A Whole Loan, which consists of such Mortgage Loan and a related AB Subordinate Companion Loan. For the
avoidance of doubt, each of the GLP Industrial Portfolio A Whole Loan and the Avalon Apartments Whole Loan is an AB Whole Loan.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part
of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages
or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing
Date, in each case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action,
provided that the Special Servicer has determined, in its reasonable judgment, based on inquiry consistent with the Servicing
Standard and (unless a Control Termination Event has occurred and is continuing (or other than with respect to any Excluded Loan),
with the consent of the Directing Certificateholder (and after a Control Termination Event has occurred, but prior to the


 



    	-6-



    	 



    

 


occurrence
of a Consultation Termination Event (or other than with respect to any Excluded Loan), after consultation with the Directing Certificateholder
as provided in Section 6.08 hereof)), that either (a) such insurance is not available at commercially reasonable
rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property
and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available
at any rate; provided, however, that the Directing Certificateholder will not have more than thirty (30) days to
respond to the Special Servicer’s request for such consent or consultation; provided, further, that upon the
Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special
Servicer to consult with the Directing Certificateholder, the Special Servicer is not required to do so. Each of the Master Servicer
(at its own expense) and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants
in making the determinations described above.


 


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


 


“Actual/360
Basis”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.


 


“Actual/360
Mortgage Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


 


“Additional
Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under
such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1
hereto, as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu
loan documents (including any Intercreditor Agreement or subordination agreement).


 


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


 


“Additional
Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar
to the Mortgaged Properties on or prior to September 11, 2001.


 


“Additional
Form 10-D Disclosure”: As defined in Section 11.04(a).


 


“Additional
Form 10-K Disclosure”: As defined in Section 11.05(a).


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any
of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services
10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI.


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate


 



    	-7-



    	 



    

 


Administrator/Trustee
Fee Rate (which fee rate accounts for the Trustee fee), the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee
Rate and the CREFC® Intellectual Property Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage
Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


“Adverse
REMIC Event”: As defined in Section 10.01(f).


 


“Affected
Party”: As defined in Section 7.01(b).


 


“Affected
Reporting Party”: As defined in Section 11.12.


 


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


 


“Affirmative
Asset Review Vote”: As defined in Section 12.01(a).


 


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


 


“Anticipated
Repayment Date”: With respect to each Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which Mortgage Loan commences accruing interest at such Revised Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 


“Applicable
State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws
of the State of New York; and (b) such other state or local tax laws whose applicability shall have been brought to the attention
of the Trustee and the Certificate Administrator by either (i) an Opinion of Counsel delivered to it, or (ii) written
notice from the appropriate taxing authority as to the applicability of such state or local tax laws.


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC),
and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related
financial transactions, as amended from time to time.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or
any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer


 



    	-8-



    	 



    

 


(prior
to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan or Whole Loan other than an Excluded
Loan) in consultation with the Directing Certificateholder, and, after the occurrence and during the continuance of a Control
Termination Event, in consultation with the Directing Certificateholder (only with respect to a Mortgage Loan or Whole Loan other
than an Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination
Event, in consultation with the Operating Advisor), as of the first Determination Date that is at least ten (10) Business Days
following the date on which the Special Servicer receives an Appraisal or conducts a valuation described below, equal to the excess
of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan,
as the case may be, over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as
determined (1) by one or more Appraisals obtained by the Special Servicer with respect to any Mortgage Loan (together with any
other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding
principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance)
or (2) by an internal valuation performed by the Special Servicer with respect to any Mortgage Loan (together with any other Mortgage
Loan cross collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance
less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without
implying any obligation to do so) based upon its review of the Appraisal and any other information it deems relevant and (B) all
escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date
of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent
not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole
Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any AB Whole Loan, including any
accrued and unpaid interest on the related AB Subordinate Companion Loan), (B) all P&I Advances on the related Mortgage Loan
and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of
such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage
Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums,
ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or
not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums,
ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee,
as applicable); provided, however, without limiting the Special Servicer’s obligation to use reasonable efforts
to obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation,
as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction
Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction Event, within one hundred twenty (120) days
after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be
an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable,
until such time as such appraisal or valuation referred to above is received by the Special Servicer and the Appraisal Reduction
Amount is calculated as of the first Determination Date that is at least ten


 



    	-9-



    	 



    

 


(10)
Business Days thereafter. Promptly upon the occurrence of an Appraisal Reduction Event, the Special Servicer shall use reasonable
efforts to obtain an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided,
further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition
of Appraisal Reduction Event, the Special Servicer shall use reasonable efforts to obtain such Appraisal within the one hundred
twenty (120) day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause
(vi) of the definition of Appraisal Reduction Event, the Special Servicer shall use reasonable efforts to obtain such Appraisal
within the one hundred twenty (120) day period set forth in such clause (vi); provided, further, however,
that in no event shall the Special Servicer be required to order any such Appraisal within any time frame specified in this sentence.
The Appraisal obtained by the Special Servicer, as described above, shall be promptly delivered in electronic format by the Special
Servicer to the Master Servicer, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination
Event), the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer
shall provide the Special Servicer with the information as set forth in Section 4.05(c) within four (4) Business Days
of its receipt of any such request. The Master Servicer will not calculate Appraisal Reduction Amounts.


 


With
respect to any Appraisal Reduction Amount calculated for purposes of determining the existence and identity of the Controlling
Class pursuant to Section 4.05(a) hereof, the Appraised Value for the related Mortgaged Property determined in connection
with clause (b)(i)(A)(1) or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined
on an “as-is” basis.


 


Notwithstanding
anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property
will be reduced to zero as of the date on which such Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed
from the Trust or as otherwise set forth in Section 4.05(d).


 


Any
Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance
with and pursuant to the terms of the applicable Non-Serviced PSA.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan,
the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace
Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or a related
Companion Loan, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or a related Companion
Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or a related Companion Loan, as applicable,
(other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or a related
Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed
for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single tenant property
declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60) days after the date
on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time, (vi) ninety
(90)


 



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days
after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage Loan or a related Companion
Loan, as applicable, except where a refinancing is anticipated within one hundred twenty (120) days after the Maturity Date of
the Mortgage Loan or a related Companion Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency,
and (vii) immediately after such Mortgage Loan or a related Companion Loan, as applicable, becomes an REO Loan; provided
that the thirty (30) day period referenced in clauses (iii) and clause (iv) shall not apply if the related Mortgage Loan is a
Specially Serviced Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at
any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special
Servicer shall notify the Master Servicer, the Directing Certificateholder and the Operating Advisor, or the Master Servicer shall
notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of
the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal
Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


“Appraisal
Review Period”: As defined in Section 4.05(b)(ii).


 


“Appraised-Out
Class”: As defined in Section 4.05(b)(i).


 


“Appraised
Value”: With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof
as determined by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan or
AB Whole Loan, as applicable, and with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as
determined pursuant to the applicable Non-Serviced PSA.


 


“Arbitration
Rules”: As defined in Section 2.03(n)(i).


 


“ARD
Loan”: Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and
Revised Rate.


 


“Asset
Representations Reviewer”: Pentalpha Surveillance LLC, and its successors-in-interest.


 


“Asset
Representations Reviewer Fee”: As defined in Section 12.02(a).


 


“Asset
Representations Reviewer Fee Rate”: As defined in Section 12.02(a).


 


“Asset
Representations Reviewer Asset Review Fee”: As defined in Section 12.02(b).


 


“Asset
Representations Reviewer Termination Event”: As defined in Section 12.05(a).


 


“Asset
Representations Reviewer Upfront Fee”: As defined in Section 12.02(a).


 






    	-11-



    	 



    

 


“Asset
Review”: A review of the compliance of each Delinquent Loan with certain representations and warranties of the applicable
Mortgage Loan Seller, in accordance with the Asset Review Standard and the procedures set forth on Exhibit QQ hereto.


 


“Asset
Review Notice”: As defined in Section 12.01(a).


 


“Asset
Review Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section
12.01(a), the Certificateholders evidencing at least 5% of the aggregate Voting Rights represented by all Certificates.


 


“Asset
Review Report”: A report setting forth the results of an Asset Review substantially in the form attached hereto as Exhibit OO.


 


“Asset
Review Report Summary”: As defined in Section 12.01(b)(ix), a summary report setting forth the conclusions
of an Asset Review Report substantially in the form attached hereto as Exhibit PP.


 


“Asset
Review Standard”: The performance of the Asset Representations Reviewer of its duties under this Agreement in good faith
subject to the express terms of this Agreement. All determinations or assumptions made by the Asset Representations Reviewer in
connection with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment
based on the facts and circumstances known to it at the time of such determination or assumption.


 


“Asset
Review Trigger”: Any time that either (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0%
or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans) (or a portion of
any REO Loan in the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans
or (2) at least 15 Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding
principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal
balance of all of the Mortgage Loans (including any REO Loans) (or a portion of any REO Loan in the case of a Whole Loan) held
by the Trust as of the end of the applicable Collection Period.


 


“Asset
Review Vote Election”: As defined in Section 12.01(a).


 


“Asset
Status Report”: As defined in Section 3.19(d).


 


“Assignment”
and “Assignments”: Each as defined in Section 2.01(c).


 


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


 






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“Assignment
of Mortgage”: An assignment of 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 Mortgaged Property is located to reflect of
record the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more
blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law
and acceptable for recording.


 


“Assumed
Scheduled Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan) that is delinquent in respect of its Balloon Payment or any REO Mortgage Loan, an amount equal to the sum of (a) the principal
portion of the Periodic Payment that would have been due on such Mortgage Loan or REO Mortgage Loan on the related Due Date based
on the constant payment required by the related Mortgage Note or the original amortization schedule of such Mortgage Loan (as
calculated with interest at the related Mortgage Rate), if applicable, assuming such Balloon Payment has not become due, after
giving effect to any reduction in the principal balance thereof occurring in connection with a modification of such Mortgage Loan
in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Mortgage
Loan or REO Mortgage Loan (excluding, for purposes of determining P&I Advances, the portion allocable to any related Companion
Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate and the related Non-Serviced Primary
Servicing Fee Rate, if applicable).


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


 


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


 


(a)          the
aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received
by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the
portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement)
and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by
the Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of
any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Holders)
as of the related P&I Advance Date, exclusive of (without duplication):


 


(i)          all
Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection
Period, excluding interest relating to payments prior to, but due after, the Cut-off Date;


 


(ii)         all
unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related
Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries,
in each case, received subsequent to






    	-13-



    	 



    

 


the
related Determination Date (or, with respect to voluntary Principal Prepayments for each Mortgage Loan with a Due Date occurring
after the related Determination Date, subsequent to the related Due Date and, in the case of a Non-Serviced Mortgage Loan, other
than the monthly remittance thereon) allocable to the Mortgage Loans;


 


(iii)        (A) all
amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xix),
inclusive, and (xxii) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the
Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b);
and (C) any Net Investment Earnings contained therein;


 


(iv)        with
respect to the Actual/360 Mortgage Loans and any Distribution Date relating to each Interest Accrual Period occurring in (1) each
February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the
final Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan immediately
following the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related
Mortgage Rate to the extent such amounts are Withheld Amounts;


 


(v)         all
Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class Z Certificates);


 


(vi)        all
Yield Maintenance Charges allocable to the Mortgage Loans;


 


(vii)       all
amounts deposited in the Collection Account in error; and


 


(viii)      any
Penalty Charges allocable to the Mortgage Loans;


 


(b)          
if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO
Account allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);


 


(c)           
the aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans
with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect
to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator/Trustee Fee, Operating Advisor Fee
and Asset Representations Reviewer Fee actually payable with respect to the Mortgage Loans for which such P&I Advances are
made if not already deducted under clause (a)(iii)) pursuant to Section 4.03 or Section 7.05; and


 


(d)          with
respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution
Date is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.21(b).


 






    	-14-



    	 



    

 


Notwithstanding
the investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Available
Funds, the amounts so invested shall be deemed to remain on deposit in such account.


 


“Avalon
Apartments Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of February 9, 2016, by and between the
holder of the Avalon Apartments Subordinate Companion Loan and the holder of the Avalon Apartments Mortgage Loan, relating to
the relative rights of such holders of the Avalon Apartments Whole Loan, as the same may be further amended in accordance with
the terms thereof.


 


“Avalon
Apartments Mortgage Loan”: With respect to the Avalon Apartments Whole Loan, the Mortgage Loan that is included in the
Trust (identified as Mortgage Loan No. 47 on the Mortgage Loan Schedule), which is designated as promissory note A, and is senior
in right of payment to the Avalon Apartments Subordinate Companion Loan to the extent set forth in the Avalon Apartments Co-Lender
Agreement.


 


“Avalon
Apartments Mortgaged Property”: The Mortgaged Property that secures the Avalon Apartments Whole Loan.


 


“Avalon
Apartments Subordinate Companion Loan”: With respect to the Avalon Apartments Whole Loan, the Companion Loan evidenced
by the related promissory note made by the related Mortgagor and secured by the Mortgage on the Avalon Apartments Mortgaged Property,
which is not included in the Trust and which is subordinate in right of payment to the Avalon Apartments Mortgage Loan to the
extent set forth in the Avalon Apartments Co-Lender Agreement.


 


“Avalon
Apartments Whole Loan”: The Avalon Apartments Mortgage Loan, together with the Avalon Apartments Subordinate Companion
Loan, each of which is secured by the same Mortgage on the Avalon Apartments Mortgaged Property. References herein to the Avalon
Apartments Whole Loan shall be construed to refer to the aggregate indebtedness under the Avalon Apartments Mortgage Loan and
the Avalon Apartments Subordinate Companion Loan.


 


“Balloon
Mortgage Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered
into as of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its
Maturity Date.


 


“Balloon
Payment”: With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on
the Maturity Date of such Balloon Mortgage Loan.


 


“Bank
of New York Mellon”: The Bank of New York Mellon, a New York banking corporation, and its successors in interest.


 


“Bankruptcy
Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).


 






    	-15-



    	 



    

 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates, a fraction
(a) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class
of Certificates and (ii) the discount rate used in accordance with the related Mortgage Loan documents in calculating the
Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is the greater of zero and the
difference between (i) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced
Whole Loan, the Mortgage Rate of such Serviced Whole Loan), and (ii) the discount rate used in accordance with the related
Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment. However, (1) under
no circumstances shall the Base Interest Fraction be greater than one or less than zero and (2) if such discount rate is
greater than or equal to the lesser of the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable, and the
Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will equal zero (provided that if such
discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable, and is
less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one (1)). The Master
Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes of calculating the Base
Interest Fraction.


 


“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its nominee.


 


“Borrower
Party”: A borrower, a Mortgagor, a manager of a Mortgaged Property, the holder of a mezzanine loan that has accelerated
the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the event directly
giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate
of such mezzanine lender, and (iii) such mezzanine lender is stayed from exercising and has not commenced the exercise of
remedies associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure or enforcement
proceedings against the equity collateral pledged to secure the related mezzanine loan, or any Borrower Party Affiliate.


 


“Borrower
Party Affiliate”: With respect to a borrower, a Mortgagor, a manager of a Mortgaged Property or a mezzanine lender that
has accelerated the related mezzanine loan (unless (i) acceleration was automatic under such mezzanine loan, (ii) the
event directly giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender
or an Affiliate of such mezzanine lender, and (iii) such mezzanine lender is stayed from exercising and has not commenced
the exercise of remedies associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure
or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, (a) any other Person
controlling or controlled by or under common control with such borrower, Mortgagor, manager or mezzanine lender, as applicable,
or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, Mortgagor,
manager or mezzanine lender, as applicable. For the purposes of this definition, “control” when used with respect
to any specified Person means the power to direct the


 



    	-16-



    	 



    

 


management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Borrower-Related
Party”: As defined in Section 3.32(a) of this Agreement.


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in
or made pursuant to Section 6(c) of the related Mortgage Loan Purchase Agreement.


 


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York, New York
or the States of Kansas or Ohio, or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator,
or the principal place of business or principal commercial mortgage loan servicing office of the Master Servicer or the Special
Servicer is located, or the New York Stock Exchange or the Federal Reserve System of the United States of America are authorized
or obligated by law or executive order to remain closed.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2016-C5, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator
appointed hereunder. Wells Fargo Bank, National Association shall perform the certificate administrator role through its Corporate
Trust Services division.


 


“Certificate
Administrator/Trustee Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate
Administrator’s activities under this Agreement; provided that the Certificate Administrator/Trustee Fee includes
the Trustee fee. The Certificate Administrator/Trustee Fee shall be equal to the product of the Certificate Administrator/Trustee
Fee Rate and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan), REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date.


 


“Certificate
Administrator/Trustee Fee Rate”: A rate equal to 0.00630% per annum.


 


“Certificate
Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located
at www. ctslink.com.


 


“Certificate
Balance”: With respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution
Date, an amount equal to the Original


 



    	-17-



    	 



    

 


Certificate
Balance of such Class as specified in the Preliminary Statement hereto and (ii) as of any date of determination after the
first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates on the Distribution Date immediately
prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).


 


“Certificate
Factor”: With respect to any Class of Certificates (other than the Class R and Class Z Certificates), as of any date
of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the
then related Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.


 


“Certificate
Owner”: With respect to a Book-Entry 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 Depository Participant or on the books of an indirect participating brokerage
firm for which a Depository Participant acts as agent.


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register; provided,
however, that (1) solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this
Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer (including,
for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, the Operating
Advisor, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding (provided
that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall
not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling
Class Loan; and provided, further, that any Controlling Class Certificates owned by the Special Servicer or an Affiliate
thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related
Excluded Special Servicer Loan), and (2) solely for the purposes of exercising any rights of a Certificateholder described under
Section 2.03(k), any Certificates beneficially owned by any Mortgage Loan Seller shall be deemed not to be outstanding,
and, in the case of either (1) or (2), the Voting Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver, take any such action
or exercise any such rights has been obtained; provided, however, that notwithstanding the foregoing, for purposes
of exercising any rights it may have solely as a member of the Controlling Class, any Controlling Class Certificate owned by an
Excluded Controlling Class Holder shall be deemed not to be outstanding as to such Holder solely with respect to any related Excluded
Controlling Class Loan; and provided, further, that for purposes of obtaining the consent of Certificateholders
to an amendment of this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Certificate Administrator or any of their Affiliates shall be deemed to be outstanding,
provided, that if such amendment relates to the termination, increase in compensation or material reduction of obligations
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate


 



    	-18-



    	 



    

 


Administrator
or any of their Affiliates, then such Certificate so owned shall be deemed not to be outstanding; and provided, further,
that such restrictions shall not apply to (i) the exercise of the rights of the Special Servicer, the Master Servicer or any of
their Affiliates as a member of the Controlling Class (but not with respect to any Excluded Controlling Class Loan with respect
to which such party is an Excluded Controlling Class Holder) or (ii) solely for purposes of accessing information, any Affiliate
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator
that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting
the flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor
or the Certificate Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled to request
and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate
is registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders”
shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required
to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered
in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer or
the Asset Representations Reviewer pursuant to Section 7.01(d) and Section 12.05 (other than as a result
of the replacement of the Special Servicer at the recommendation of the Operating Advisor), the Holders of Certificates evidencing
at least 50% of the aggregate Voting Rights of all Principal Balance Certificates on an aggregate basis.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(k)(i).


 


“Certification
Parties”: As defined in Section 11.06.


 


“Certification
Party”: Any one of the Certification Parties.


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“Class”:
With respect to any Certificates or Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and,
if applicable, numerical) Class designation, each designated Lower-Tier Regular Interest.


 


“Class A
Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Certificate.


 


“Class
A-1 Certificate”: A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






    	-19-



    	 



    

 


“Class
A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate
of 1.7466%.


 


“Class
A-2 Certificate”: A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate
of 2.8793%.


 


“Class
A-3 Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-3 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate
of 3.6561%.


 


“Class
A-4 Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate
of 3.4887%.


 


“Class
A-5 Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-5 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.7567%.


 


“Class
A-S Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.0101%.


 


“Class
A-SB Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
A-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.5325%.


 


“Class
A-SB Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution
Date specified in Schedule 2 hereto relating to the Class A-SB Certificates.


 






    	-20-



    	 



    

 


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 4.4630%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class C
Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net
Mortgage Rate for such Distribution Date.


 


“Class
D Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net
Mortgage Rate for such Distribution Date less 1.0000%, but not less than 0.0000%.


 


“Class
E Certificate”: A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
E Pass-Through Rate”: With respect to any Distribution Date,  a per annum rate equal to the lesser
of (i) 3.0050% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class
F Certificate”: A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
F Pass-Through Rate”: With respect to any Distribution Date,  a per annum rate equal to the lesser
of (i) 3.0050% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class LA-1
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA-2
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 






    	-21-



    	 



    

 


“Class LA-3
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA-4
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA-5
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA-S
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA-SB
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LB
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LC
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LD
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LE
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LF
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original


 



    	-22-



    	 



    

 


Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.


 


“Class LNR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LR
Interest”: The uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.


 


“Class
NR Certificate”: A Certificate designated as “Class NR” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class
NR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.0050%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class
R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2
hereto, and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


“Class UR
Interest”: The uncertificated residual interest in the Upper-Tier REMIC, represented by the Class R Certificates.


 


“Class X
Certificates”: The Class X-A, Class X-B, Class X-D, Class X-E, Class X-F and/or Class X-NR Certificates, as the
context may require.


 


“Class X-A
Certificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-A
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates.


 


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess,
if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the weighted average of the Pass-Through
Rates on the respective Classes of the Class A Certificates for such Distribution Date, weighted on the basis of their respective
Certificate Balances immediately prior to such Distribution Date. The Pass-Through Rate applicable to the Class X-A Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-B
Certificate”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






    	-23-



    	 



    

 


“Class X-B
Notional Amount”: As of any date of determination, the Certificate Balance of the Class B Certificates.


 


“Class
X-B Pass-Through Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will equal the excess,
if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the Pass-Through Rate of the Class
B Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-B Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-D
Certificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-D
Notional Amount”: As of any date of determination, the Certificate Balance of the Class D Certificates.


 


“Class
X-D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate
of 1.0000%.


 


“Class X-E
Certificate”: A Certificate designated as “Class X-E” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-E
Notional Amount”: As of any date of determination, the Certificate Balance of the Class E Certificates.


 


“Class
X-E Pass-Through Rate”: The Pass-Through Rate for Class X-E Certificates for any Distribution Date will equal the excess,
if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the Pass-Through Rate of the Class
E Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-E Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-F
Certificate”: A Certificate designated as “Class X-F” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-F
Notional Amount”: As of any date of determination, the Certificate Balance of the Class F Certificates.


 


“Class
X-F Pass-Through Rate”: The Pass-Through Rate for Class X-F Certificates for any Distribution Date will equal the excess,
if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the Pass-Through Rate of the Class
F Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-F Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


 






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“Class X-NR
Certificate”: A Certificate designated as “Class X-NR” on the face thereof, in the form of Exhibit A-1
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class X-NR
Notional Amount”: As of any date of determination, the Certificate Balance of the Class NR Certificates.


 


“Class
X-NR Pass-Through Rate”: The Pass-Through Rate for Class X-NR Certificates for any Distribution Date will equal the
excess, if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the Pass-Through Rate of the
Class NR Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-NR Certificates for the initial
Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class Z
Certificate”: A Certificate designated as “Class Z” on the face thereof, in the form of Exhibit A-3
hereto, and evidencing an undivided beneficial interest in the Grantor Trust.


 


“Class Z
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest, the Excess Interest
Distribution Account and the proceeds thereof.


 


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


 


“Clearstream”:
Clearstream Banking, société anonyme or any successor thereto.


 


“Closing
Date”: February 9, 2016.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, and applicable final or temporary regulations of the U.S. Department
of the Treasury issued pursuant thereto.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “KeyBank National Association,
as Master Servicer on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders
of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5”. Any such account
or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that each Companion
Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth in the
related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part
of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount
are attributed to such Companion Loan and shall not be an asset of the Trust or either Trust REMIC formed hereunder.


 






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“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the
day immediately succeeding the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in
which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had
a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan or Companion Loan occurring
in the month in which that Distribution Date occurs. Notwithstanding the foregoing, in the event that the last day of a Collection
Period (or applicable Grace Period) is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans or
any related Companion Loan relating to such Collection Period on the Business Day immediately following such day shall be deemed
to have been received during such Collection Period and not during any other Collection Period.


 


“Column”:
Column Financial, Inc., a Delaware corporation, and its successors in interest.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled
“KeyBank National Association [or name of successor master servicer], as Companion Paying Agent, for the benefit of the
Companion Holders of the Companion Loans, relating to the CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2016-C5, Companion Distribution Account”. The Companion Distribution Account shall not be an asset
of the Trust, either Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the
Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the
Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the second
paragraph of Section 3.04(b).


 


“Companion
Holders”: Each of the holders of record of any Companion Loan.


 


“Companion
Loan(s)”: As defined in the Preliminary Statement.


 


“Companion
Loan Rating Agency”: Any NRSRO rating any class of Serviced Pari Passu Companion Loan securities.


 


“Companion
Paying Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying
Agent appointed pursuant to Section 3.27.


 


“Companion
Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.28.


 


“Compensating
Interest Payments”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan (in each


 



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case
other than a Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer
allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate
of (A) that portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each
Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid for such Collection Period,
calculated at a rate of 0.0025% per annum, and (B) all Prepayment Interest Excesses received by the Master Servicer
during such Collection Period with respect to the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder,
the related Serviced Pari Passu Companion Loan) subject to such prepayment. In no event will the rights of the Certificateholders
to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs
with respect to a Mortgage Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited
Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a
Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a
Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer
is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent
of the Special Servicer or, so long as no Control Termination Event has occurred and is continuing, and only with respect to Mortgage
Loans other than Excluded Loans, the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation
Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer
shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to
such Mortgage Loan, otherwise described in clause (i) above in connection with such Prohibited Prepayments.


 


For
the avoidance of doubt, Compensating Interest Payments with respect to each Serviced Whole Loan shall be allocated among the related
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal
balances.


 


“Consultation
Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without
regard to the application of any Appraisal Reduction Amounts or (ii) a Holder of the Class F Certificates is the majority
Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling
Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant
to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation of
clause (ii) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class F Certificates
that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder.


 


“Control
Eligible Certificates”: Any of the Class F and Class NR Certificates.


 


“Control
Termination Event”: The occurrence of (i) the Certificate Balance of the Class F Certificates (taking into account the
application of any Appraisal Reduction Amounts to


 



    	-27-



    	 



    

 


notionally
reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being reduced to less than
25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class F Certificates becoming the majority Controlling
Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class
Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l).


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Appraisal Reduction Amounts allocable to such Class
in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class. The Controlling
Class as of the Closing Date will be the Class NR Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer,
the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust)
that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class
and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating
Advisor or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall
be entitled to rely on any such list so provided.


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Center, Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: CSAIL 2016-C5; and (ii) with respect to the Trustee
at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services, CSAIL 2016-C5; and (iii) for all other
purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust
Services (CMBS) CSAIL 2016-C5, telecopy number (410) 715-2380.


 


“Corrected
Loan”: Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments
(for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable,
whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor),
and (provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan
during such preceding three (3) months, no additional default is foreseeable in the reasonable judgment of the Special Servicer
and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise constitute
a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section 3.19(a).


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the


 



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Special
Servicer and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and
containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation
Template” available and effective from time to time on the CREFC® Website.


 






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“CREFC®
Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time
on the CREFC® Website.


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Mortgage Loan, a rate
equal to 0.00050% per annum.


 


“CREFC®
Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from
time to time on the CREFC® Website.


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains seven electronic files ((1) CREFC® Loan Setup File, (2) CREFC®
Loan Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File and (7) CREFC® Special Servicer
Loan File) and nine surveillance reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent
Mortgage Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial
Status Report, (5) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC®
Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC®
Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion Loan, the CREFC® Total
Loan Report). In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance
Recovery Report. In addition, the CREFC® Investor Reporting Package shall include the following nine templates:
(1) CREFC® Appraisal Reduction Amount Template, (2) CREFC® Servicer Realized Loss Template, (3)
CREFC® Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation
Template, (5)


 






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CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation
Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information
called for in, the downloadable forms of the “CREFC® IRP” 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 or reports
as may from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally.
For the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or
the Special Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master
Servicer or the Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest
error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such
a report produced by the Master Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof)
and (y) in the case of such a report produced by the Special Servicer, by the Master Servicer (if other than the Special
Servicer or an Affiliate thereof).


 


“CREFC®
License Agreement”: The License Agreement, in the form set forth on the website of CREFC®
on the Closing Date, relating to the use of the CREFC® trademarks and trade names.


 


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


 


“CREFC®
Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Liquidation Report” available and effective from time to time 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.


 


“CREFC®
Loan Modification Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Modification Report” available and effective from time to time 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.


 


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


 




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


 


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


 


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


 


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


 


“CREFC®
Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time
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.


 


“CREFC®
REO Liquidation Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “REO Liquidation Report” available and effective from time to time 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.


 


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


 


“CREFC®
Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on
the CREFC® Website.


 


“CREFC®
Servicer Watch List”: A monthly report, as of each Determination Date, including and identifying each Non-Specially
Serviced Loan satisfying the “CREFC® Portfolio Review Guidelines” approved from time to time by the
CREFC® in the “CREFC®


  



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Servicer
Watch List” format substantially in the form of and containing the information called for therein for the Mortgage Loans,
or such other form (including other portfolio review guidelines) for the presentation of such information as may be approved from
time to time by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


“CREFC®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Total Loan 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 adopted by the CREFC® for commercial mortgage-backed securities transactions and is reasonably acceptable
to the Master Servicer.


 


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


 


“Cross-Over
Date”: The first Distribution Date on which the Certificate Balances of the Subordinate Certificates have (calculated
without giving effect to the Principal Distribution Amount on such Distribution Date) all previously been reduced to zero as a
result of the allocation of Realized Losses to such Certificates.


 


“CSAIL
2015-C3 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of August 1, 2015, among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wells Fargo Bank, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor, entered
into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates, Series 2015-C3.


 


“CSMC
2015-GLPA Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 15, 2015, among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, AEGON USA Realty
Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator and Wells Fargo Bank,
National Association, as trustee, entered into in connection with the issuance of the Commercial Mortgage Pass-Through Certificates,
Series 2015-GLPA.


 


“Custodial
Exception Report”: As defined in Section 2.02(b).


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate
Administrator shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder
through its Document Custody division.


 






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“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in February 2016, or with respect
to any Mortgage Loan that has its first Due Date in March 2016, the date that would have otherwise been the related Due Date in
February 2016.


 


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


 


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


 


“Debt
Service Coverage Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating
statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property
during such period to (ii) the aggregate amount of Periodic Payments (other than any Balloon Payment) due under such Mortgage
Loan during such period; provided that with respect to the Mortgage Loans identified on Annex A-1 to the Prospectus
as paying interest only for a specified period of time set forth in the related Mortgage Loan documents and then paying principal
and interest, the related Periodic Payment will be calculated (for purposes of this definition only) to include interest and principal
(based on the remaining amortization term indicated in the Mortgage Loan Schedule).


 


“Default
Interest”: With respect to any Mortgage Loan or Companion Loan and any Collection Period, all interest accrued in respect
of such Mortgage Loan or Companion Loan during such Collection Period provided for in the related Mortgage Note or Mortgage as
a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage Rate accrued on
the unpaid principal balance of such Mortgage Loan or Companion Loan outstanding from time to time.


 


“Defaulted
Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent
at least sixty (60) days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any, in either
case such delinquency to be determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage
Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which
the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness
evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted
Loan”.


 


“Defeasance
Accounts”: As defined in Section 3.18(j).


 






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“Defect”:
As defined in Section 2.02(f).


 


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant and
Additional Servicer retained by it (other than an Initial 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 information and
(z) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI of this Agreement
that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder.


 


“Deficient
Valuation”: With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent
jurisdiction of the related Mortgaged Property in an amount less than the then outstanding principal balance of such Mortgage
Loan or Serviced Whole Loan which valuation results from a proceeding initiated under the Bankruptcy Code.


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R
Certificates, Class Z Certificates and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be
Definitive Certificates.


 


“Delinquent
Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment,
if any, in either case such delinquency to be determined without giving effect to any Grace Period.


 


“Denomination”:
With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face
thereof, (b) set forth on a schedule attached thereto or (c) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and
records of the Depository or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate
Balance or initial Notional Amount, as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).


 


“Depositor”:
Credit Suisse Commercial Mortgage Securities Corp., a Delaware corporation, or its successor in interest.


 


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant
to the provisions of Section 17A of the Exchange Act.


 


“Depository
Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.


 






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


 


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


 


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


 


(3)          
a copy of the Mortgage;


 


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


 


(5)          
any pre-funding insurance review documentation and insurance certificates (for insurance policies other than title insurance policy
and environmental policy) or a marked up commitment therefor;


 


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


 


(7)          
a copy of any environmental insurance policy or a marked up commitment therefor;


 


(8)  
        legal description of the related Mortgaged Property;


 


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


 


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


 


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


 


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


 


(13)        
the related Mortgagor tax ID;


 


(14)        
a copy of an approved operating budget, if applicable;


 


(15)        
a copy of the related Ground Lease relating to such Mortgage Loan, if any; and


 


(16)        
in the case of a Serviced Whole Loan, a copy of the related Intercreditor Agreement.


 






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“Designated
Site”: The internet website used by the Depositor and Mortgage Loan Sellers to accept and upload the Diligence Files.


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th)
calendar day of that month is not a Business Day, then the next Business Day, commencing in March 2016.


 


“Diligence
File”: With respect to each Mortgage Loan and any related Companion Loan(s), if applicable, collectively the following
documents in electronic format:


 


(a)          A
copy of each of the following documents:


 


(i)         the
Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


(ii)        the
Mortgage, together with a copy of any intervening Assignments of Mortgage, in each case with evidence of recording indicated thereon
or certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);


 


(iii)       any
related Assignment of Leases and of any intervening assignments (if such item is a document separate from the Mortgage), with
evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable
mortgage loan seller);


 


(iv)       all
modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or
provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


(v)       
the policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan,
or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy
that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding
escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


(vi)       any
UCC Financing Statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;


 






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(vii)      
any Intercreditor Agreement relating to permitted debt of the Mortgagor, including any Intercreditor Agreement relating
to a Serviced Whole Loan, and any related mezzanine intercreditor agreement;


 


(viii)     
any loan agreement, escrow agreement, security agreement or letter of credit relating to such Mortgage Loan or a related
Serviced Whole Loan;


 


(ix)       
any ground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a related Serviced
Whole Loan;


 


(x)        
any property management agreement relating to such Mortgage Loan or a related Serviced Whole Loan;


 


(xi)       
any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and,
with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice
to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the Trust is a
beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the
case may be;


 


(xii)      
any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiii)     
all related environmental reports; and


 


(xiv)     
all related environmental insurance policies;


 


(b)      
    a copy of any engineering reports or property condition reports;


 


(c)          
other than with respect to a hotel property (except with respect to tenanted commercial space within a hotel property), copies
of a rent roll;


 


(d)          
for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance
agreements delivered to the related Mortgage Loan Seller;


 


(e)  
        a copy of all legal opinions (excluding attorney-client communications between
the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), if any, delivered in connection with the closing of the related Mortgage Loan;


 


(f)      
    a copy of all Mortgagor’s certificates of hazard insurance and/or hazard insurance policies or
other applicable insurance policies (to the extent not previously included as part of this definition), if any, delivered in connection
with the closing of the related Mortgage Loan;


 






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(g)    
      a copy of the appraisal for the related Mortgaged Property or Mortgaged Properties;


 


(h)          
for any Mortgage Loan that the related Mortgaged Property or any of the related Mortgaged Properties is leased to a single tenant,
a copy of the lease;


 


(i)           
a copy of the applicable Mortgage Loan Seller’s asset summary;


 


(j)           
a copy of all surveys for the related Mortgaged Property or Mortgaged Properties;


 


(k)  
        a copy of all zoning reports;


 


(l)  
         a copy of financial statements of the related Mortgagor;


 


(m)         
a copy of operating statements for the related Mortgaged Property or Mortgaged Properties;


 


(n)          
a copy of all UCC searches;


 


(o)          
a copy of all litigation searches;


 


(p)          
a copy of all bankruptcy searches;


 


(q)  
        a copy of the origination settlement statement;


 


(r)  
         a copy of any Insurance Consultant Report;


 


(s)           
a copy of the organizational documents of the related Mortgagor and any guarantor;


 


(t)           
a copy of any escrow statements related to the escrow account balances as of the Mortgage Loan origination date;


 


(u)  
        a copy of any closure letter (environmental); and


 


(v)  
        a copy of any environmental remediation agreement for the related Mortgaged Property
or Mortgaged Properties.


 


in
each case, to the extent that the originator received such documents or information in connection with the origination of such
Mortgage Loan. In the event any of the items identified above were not included or obtained in connection with the origination
of such Mortgage Loan (other than any document that customarily would not be included in connection with the origination of the
Mortgage Loan because such document is inapplicable to the origination of a Mortgage Loan of that structure or type, taking into
account whether or not such Mortgage Loan has any additional debt), the Diligence File shall include a statement to that effect;
provided that no information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents
or privileged or internal communications shall constitute part of the Diligence File. It is not required to include any of the
same items identified above again if


 



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such
items have already been included under another clause of the definition of “Diligence File”, and the Diligence File
shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents
or information as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations
Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents or information are clearly labeled
and identified.


 


“Diligence
File Certificate”: As defined in Section 2.01(h).


 


“Directing
Certificateholder”: The initial Directing Certificateholder shall be Rialto CMBS VII, LLC. Thereafter, the Directing
Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of
the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time);
provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected
or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that
a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided,
however, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate
Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms
of this Agreement. After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder
shall only retain its consultation rights to the extent specifically provided for herein. After the occurrence of a Consultation
Termination Event, there will be no Directing Certificateholder. The Depositor shall promptly provide the name and contact information
for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively
rely on the name and contact information provided by the Depositor. In the event the Controlling Class Certificateholder
has elected to irrevocably waive its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling
Class Certificateholder, there will be no Directing Certificateholder and no party will be entitled to exercise any of the
rights of the Directing Certificateholder until such time as a Controlling Class Certificateholder is reinstated pursuant
to Section 3.23(l) hereof and a new Directing Certificateholder is appointed in accordance with the terms hereof.
The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder
has not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding
the requisite interest in the Controlling Class, or the resignation of the then-current Directing Certificateholder.


 


“Directly
Operate”: With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing
or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of
space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management
or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property
in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on
the REO Property (other than the completion of a building or improvement, where more than 10% of the construction of such building
or improvement was completed before default became imminent),


 



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other
than through an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly
Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect
to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or 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, any Mortgagor,
any manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any Mortgage
Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan
(other than any Non-Serviced Mortgage Loan), the management or disposition of any REO Property, and the performance by the Special
Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any Permitted Special
Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11
of this Agreement.


 


“Disclosure
Parties”: As defined in Section 3.13(e).


 


“Dispute
Resolution Consultation”: As defined in Section 2.03(l)(iii).


 


“Dispute
Resolution Cut-off Date”: As defined in Section 2.03(l)(i).


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the
United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any
of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of
the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code)


 



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with
respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership,”
as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or the Certificate Administrator
based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or
the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause either
Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The
terms “United States,” “State” and “international organization” shall have the meanings set
forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and the
Excess Interest Distribution Account (and in each case any subaccount thereof), all of which may be subaccounts of a single Eligible
Account.


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in March 2016. The initial Distribution
Date shall be March 17, 2016.


 


“Do
Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer,
the Certificate Administrator, Trustee, Operating Advisor or Asset Representations Reviewer, which lists certain parties identified
by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under Article
XI of this Agreement or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting
requirements under any other securitization transaction. For the avoidance of doubt, as of the Closing Date, no parties appear
on the Do Not Hire List.


 


“DTC”:
The Depository Trust Company, a New York corporation.


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 






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“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long -term unsecured
debt obligations of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account
for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “P-1”
by Moody’s, if the deposits are to be held in such account for less than thirty (30) days, (B) the long-term unsecured debt
obligations of which are rated at least “AA-” by Fitch, if the deposits are to be held in such account for thirty
(30) days or more or “A” by Fitch so long as the short-term debt obligations have a short-term rating of not less
than “F1” by Fitch, if the deposits are to be held in such account for less than thirty (30) days; (ii) an account
or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s long-term
unsecured debt rating shall be at least “A2” by Moody’s (if the deposits are to be held in the account for more
than thirty (30) days) and “A” by Fitch (if the deposits are to be held in the account for more than thirty (30) days)
or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1”
by Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and “A” by Fitch (if
the deposits are to be held in the account for thirty (30) days or less); (iii) an account or accounts maintained with KeyBank
National Association so long as KeyBank National Association’s (a) long-term unsecured debt rating or deposit account rating
shall be at least “A2” by Moody’s and “A-” by Fitch if the deposits are to be held in the account
for more than 30 days or (b) short-term deposit account or short-term unsecured debt rating shall be at least “P-1”
by Moody’s and “F-1” by Fitch if the deposits are to be held in the account for 30 days or less; (iv) a segregated
trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution
or trust company that has a long-term unsecured debt rating of at least “A2” by Moody’s and “A”
by Fitch and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state
chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to
12 C.F.R. § 9.10(b); (v) such other account or accounts that, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (iv) above, with
respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth
in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or with
the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (vi) any other account or accounts
not listed in clauses (i) – (iv) above with respect to which a Rating Agency Confirmation has been obtained
from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), which account may be an account
maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer. Eligible Accounts
may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, DBRS, S&P and Morningstar and that has not been a special
servicer,


 



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operating
advisor or asset representations reviewer on a transaction for which Moody’s, Fitch, KBRA, DBRS, S&P and Morningstar
has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing
servicing or other relevant concerns with the special servicer, operating advisor or asset representations reviewer, as applicable,
as the sole or material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d),
(c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates, (d) has not
performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory
or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf
of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement or the Directing Certificateholder or any
of their respective Affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with
any such services, and (e) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest
in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by Moody’s, Fitch and/or Morningstar (including, in the case of the Operating Advisor, this
transaction) but has not been special servicer or operating advisor on a transaction for which any Rating Agency has qualified,
downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing or
other relevant concerns with the special servicer or operating advisor, as applicable, as the sole or a material factor in such
rating action; (b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c)
of this Agreement; (c) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, or a depositor, a trustee,
a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or
any of their respective Affiliates; (d) that has not been paid by any Special Servicer or successor Special Servicer any fees,
compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for
replacement of a successor Special Servicer to become the Special Servicer; and (e) that (x) has been regularly engaged in the
business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of
experience in collateral analysis and loss projections, and (y) has at least five (5) years of experience in commercial real estate
asset management and experience in the workout and management of distressed commercial real estate assets.


 


“Enforcing
Party”: The person obligated to or that elects pursuant to Section 2.03 to enforce the rights of the Trust
against the related Mortgage Loan Seller with respect to the Repurchase Request.


 


“Enforcing
Servicer”: As defined in Section 2.03(k)(i) of this Agreement.


 






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“Environmental
Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of,
the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class R or Class Z Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 2002-19 (as such exemption may be amended from time to time) as of the date of the acquisition
of such Certificate by a Plan. As of the Closing Date, each of the Class E, Class F and Class NR Certificates is an ERISA Restricted
Certificate.


 


“Escrow
Payment”: Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application
toward the payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the
related Mortgaged Property, including amounts for deposit to any reserve account.


 


“Euroclear”:
The Euroclear System or any successor thereto.


 


“Excess
Interest”: With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable
to the Excess Rate, including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage
Loan documents. The Excess Interest shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells Fargo
Bank, National Association, as Trustee, and the registered Holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-C5, Class Z – Excess Interest Distribution Account”, and which must be an Eligible
Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit
of the Holders of the Class Z Certificates. The Excess Interest Distribution Account shall not be an asset of either Trust REMIC,
but rather shall be an asset of the Grantor Trust.


 


“Excess
Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and
any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan (and each related Serviced Companion Loan, unless prohibited under the related Intercreditor
Agreement) and received and


 



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retained
by the Master Servicer or the Special Servicer, as applicable, as compensation within the prior twelve (12) months of such modification,
waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee.


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver,
extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid
or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the
extent not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees)
outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as
applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees
as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise.
With respect to each of the Master Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such
Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and earned by such
Person from the related Mortgagor within the prior twelve (12) months of the collection of the current Excess Modification
Fees) will be subject to a cap of the greater of (i) 1.0% of the outstanding principal balance of the related Mortgage Loan
or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment (after
giving effect to such modification, extension, waiver or amendment) and (ii) $25,000.


 


“Excess
Prepayment Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments
made on the Mortgage Loans to be included in the Available Funds for any Distribution Date that are not covered by the Master
Servicer’s Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest
payments allocable to the Non-Serviced Mortgage Loans to the extent received from the Non-Serviced Master Servicer.


 


“Excess
Rate”: With respect to each ARD Loan, the excess of (i) the applicable Revised Rate over (ii) the applicable
Mortgage Rate, each as set forth in the Mortgage Loan Schedule.


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any
Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan.
Immediately upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming
an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling Class Certificateholder, as
applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05
of this Agreement and shall specifically


 



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identify
the Excluded Controlling Class Holder and the subject Excluded Controlling Class Loan. Additionally, any Excluded Controlling
Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit P-1F hereto,
which notice shall provide each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice
shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. For the avoidance of doubt, if a Person is not
an Excluded Controlling Class Holder, such Person is also not an Excluded Controlling Class Holder. As of the Closing Date, there
are no Excluded Controlling Class Holders related to this Trust.


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Directing Certificateholder or any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage
Loan or Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded Loan. As
of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof), any inspection reports
related to Specially Serviced Loans conducted by a Special Servicer or any Excluded Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination
or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than
information with respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at
a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package
(CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling
Class Loan) shall not be considered “Excluded Information”. Each of the Master Servicer, the Special Servicer or the
Operating Advisor shall deliver any Excluded Information to the Certificate Administrator in accordance with Section 3.33(a)
hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered
to it under the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely
by such information being delivered in the manner provided in Section 3.33(a) hereof.


 


“Excluded
Loan”: Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder
of the majority of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded Loan is also an Excluded
Controlling Class Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


“Excluded
Special Servicer”: With respect any Excluded Special Servicer Loan, a special servicer that is not a Borrower Party
and satisfies all of the eligibility requirements


 



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applicable
to the Special Servicer set forth in Section 7.01(g). As of the Closing Date, there are no Excluded Special Servicers
related to this Trust.


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to
such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final
Asset Status Reports (or summaries thereof), any Operating Advisor reports to the Certificate Administrator regarding an Excluded
Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d)
and Section 3.26(e), and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded
Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other
information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master
Servicer or the Operating Advisor, as applicable. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File
relating to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.


 


“Excluded
Special Servicer Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Special Servicer is a Borrower Party. For the avoidance of doubt, there are no Excluded Special Servicer Loans related to the
Trust as of the Closing Date.


 


“Extended
Cure Period”: As defined in Section 2.03(b).


 


“Fannie
Mae”: Federal National Mortgage Association or any successor thereto.


 


“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.


 


“FedEx
Brooklyn Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of February 9, 2016, by and between the holder
of the FedEx Brooklyn Companion Loan and the holder of the FedEx Brooklyn Mortgage Loan, relating to the relative rights of such
holders of the FedEx Brooklyn Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“FedEx
Brooklyn Mortgage Loan”: With respect to the FedEx Brooklyn Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is designated as promissory note A-1, and is pari
passu in right of payment with the FedEx Brooklyn Companion Loan to the extent set forth in the FedEx Brooklyn Co-Lender Agreement.


 


“FedEx
Brooklyn Mortgaged Property”: The Mortgaged Property that secures the FedEx Brooklyn Whole Loan.


 


“FedEx
Brooklyn Companion Loan”: With respect to the FedEx Brooklyn Whole Loan, the Companion Loan evidenced by the related
promissory note made by the related Mortgagor and secured by the Mortgage on the FedEx Brooklyn Mortgaged Property, which is


 



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not
included in the Trust and which is pari passu in right of payment with the FedEx Brooklyn Mortgage Loan to the extent set
forth in the FedEx Brooklyn Co-Lender Agreement.


 


“FedEx
Brooklyn Whole Loan”: The FedEx Brooklyn Mortgage Loan,. together with the FedEx Brooklyn Companion Loan, each of which
is secured by the same Mortgage on the FedEx Brooklyn Mortgaged Property. References herein to the FedEx Brooklyn Whole Loan shall
be construed to refer to the aggregate indebtedness under the FedEx Brooklyn Mortgage Loan and the FedEx Brooklyn Companion Loan.


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the Directing Certificateholder which does not include
any communication (other than the related Asset Status Report) between the Special Servicer and Directing Certificateholder with
respect to such Specially Serviced Loan; provided that, with respect to any Mortgage Loan other than an Excluded Loan,
so long as a Control Termination Event has not occurred and is not continuing, no Asset Status Report shall be considered to be
a Final Asset Status Report unless the Directing Certificateholder has either finally approved of and consented to the actions
proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to Section 3.19,
or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the Special
Servicer in accordance with this Agreement.


 


“Final
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(iii).


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected Loan or REO Property (other
than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant
to Section 6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant
to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the
Master Servicer, Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to
Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO
Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment was exercised without
regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b),
will ultimately be recoverable. With respect to all Mortgage Loans other than Excluded Loans, prior to the occurrence and continuance
of any Control Termination Event, the Directing Certificateholder shall have ten (10) Business Days to review and approve
each such recovery determination by the Special Servicer; provided, however, that if the Directing Certificateholder
fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery
determination, such consent shall be deemed given.


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch”
shall be deemed to refer to such other nationally


 



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recognized
statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer,
and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Form
8-K Disclosure Information”: As defined in Section 11.07.


 


“Form
15 Suspension Notification”: As defined in Section 11.08.


 


“Freddie
Mac”: Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on
which Liquidation Proceeds were received.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of CSAIL 2016-C5 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


“GLP
Industrial Portfolio A Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of December 15, 2015, by and
between the holders of the GLP Industrial Portfolio A Companion Loans, the holders of the GLP Industrial Portfolio A Subordinate
Companion Loans and the holder of the GLP Industrial Portfolio A Mortgage Loan, relating to the relative rights of such holders
of the GLP Industrial Portfolio A Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“GLP
Industrial Portfolio A Mortgage Loan”: With respect to the GLP Industrial Portfolio A Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as promissory
note A-3-1, and is pari passu in right of payment with the GLP Industrial Portfolio A Companion Loans and senior in right
of payment to the GLP Industrial Portfolio A Subordinate Companion Loans, to the extent set forth in the GLP Industrial Portfolio
A Co-Lender Agreement.


 


“GLP
Industrial Portfolio A Mortgaged Property”: The Mortgaged Properties that secure the GLP Industrial Portfolio A Whole
Loan.


 


“GLP
Industrial Portfolio A Companion Loans”: With respect to the GLP Industrial Portfolio A Whole Loan, the Companion Loans
evidenced by the related promissory notes A-1, A-2, A-3-2 and A-4 made by the related Mortgagor and secured by the Mortgages on


 



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the
GLP Industrial Portfolio A Mortgaged Property, which are not included in the Trust and which are each pari passu in right
of payment with the GLP Industrial Portfolio A Mortgage Loan to the extent set forth in the GLP Industrial Portfolio A Co-Lender
Agreement.


 


“GLP
Industrial Portfolio A Subordinate Companion Loans”: With respect to the GLP Industrial Portfolio A Whole Loan, the
Companion Loans evidenced by the related promissory notes B-1 and B-2 made by the related Mortgagor and secured by the Mortgages
on the GLP Industrial Portfolio A Mortgaged Property, which are not included in the Trust and which are subordinate in right of
payment to the GLP Industrial Portfolio A Mortgage Loan to the extent set forth in the GLP Industrial Portfolio A Co-Lender Agreement.


 


“GLP
Industrial Portfolio A Whole Loan”: The GLP Industrial Portfolio A Mortgage Loan, together with the GLP Industrial Portfolio
A Companion Loans and the GLP Industrial Portfolio A Subordinate Companion Loans, each of which is secured by the same Mortgages
on the GLP Industrial Portfolio A Mortgaged Property. References herein to the GLP Industrial Portfolio A Whole Loan shall be
construed to refer to the aggregate indebtedness under the GLP Industrial Portfolio A Mortgage Loan, the GLP Industrial Portfolio
A Companion Loans and the GLP Industrial Portfolio A Subordinate Companion Loans.


 


“Grace
Period”: The number of days before a payment default is an event of default under the related Mortgage Loan and/or before
the imposition of late payment charges and/or default interest.


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E,
part I of subchapter J of the Code, consisting of the assets described in the Preliminary Statement hereto.


 


“Ground
Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property
and any estoppels or other agreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically
including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and
petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in
process” or similar classification which would, if classified as unusable, be included in the foregoing definition.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together
with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof,
(ii) does not have any material direct financial interest in or any material indirect financial interest in any of the


 



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Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the
Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage
Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with
the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other
Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that
a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the
Special Servicer, the Directing Certificateholder, the Companion Holders or any Affiliate thereof merely because such Person is
the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder,
the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of the
total assets of such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any
Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor
the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other
Person (including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the
Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify
as Rents from Real Property.


 


“Initial
Cure Period”: As defined in Section 2.03(b).


 


“Initial
Purchaser”: Credit Suisse Securities (USA) LLC.


 






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“Initial
Requesting Certificateholder”: The first Certificateholder or Certificate Owner to deliver a Repurchase Request as described
in Section 2.03(k) with respect to a Mortgage Loan. For the avoidance of doubt, there may not be more than one Initial
Requesting Certificateholder with respect to any Mortgage Loan.


 


“Initial
Sub-Servicer”: With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer
as of the Closing Date, the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on
Exhibit FF is an Initial Sub-Servicer.


 


“Initial
Sub-Servicing Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.


 


“Inquiry”
and “Inquiries”: As each is defined in Section 4.07(a).


 


“Institutional
Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of
paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity owners
come within such paragraphs.


 


“Insurance
and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Intercreditor Agreement) and the REMIC Provisions.


 


“Insurance
Consultant Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage
Loan Seller or a third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all
Insurance Policies covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each
such provider and the amount of coverage and any applicable deductible.


 


“Insurance
Policy”: With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other
insurance policy that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.


 


“Intercreditor
Agreement”: Each of the Avalon Apartments Co-Lender Agreement, FedEx Brooklyn Co-Lender Agreement, GLP Industrial Portfolio
A Co-Lender Agreement, Sheraton Lincoln Harbor Hotel Co-Lender Agreement, Starwood Capital Extended Stay Portfolio Co-Lender Agreement
and any AB Intercreditor Agreement and any intercreditor agreement entered into in connection with the issuance to the direct
or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted
under the related Mortgage Loan documents.


 






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“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates, the amount of interest
for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance
or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date. Calculations of interest for each
Interest Accrual Period will be made on 30/360 basis.


 


“Interest
Accrual Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


 


“Interest
Deposit Amount”: $118,049.93.


 


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


 


For
purposes of clause (B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated
to each Class of Regular Certificates in an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall
and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class for such Distribution Date and the denominator
of which is the aggregate Interest Accrual Amounts for all Classes of Regular Certificates for such Distribution Date.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered Holders of CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account
or subaccount of an Eligible Account.


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion
of the Interest Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution
Date, and (b) to the extent permitted by applicable law, (i) in the case of a Class of Principal Balance Certificates, one
month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution
Date and (ii) in the case of a Class of the Class X Certificates, one-month’s interest on that amount remaining unpaid
at the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, any
Sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known affiliate of any of the
preceding entities. With respect to a Whole Loan if it is a


 



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Defaulted
Loan, the Depositor, the Master Servicer, the Special Servicer (or any Independent Contractor engaged by such Special Servicer),
or the Trustee for the securitization of a Companion Loan, and each related Companion Holder or its representative, any holder
of a related mezzanine loan, or any known Affiliate of any such party described above.


 


“Investment
Account”: As defined in Section 3.06(a).


 


“Investment
Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


 


“Investor
Certification”: A certificate (which may be in electronic form), substantially in the form included hereto as Exhibit P-1,
representing (i) that such Person executing the certificate is a Certificateholder, the Directing Certificateholder (to the
extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate
or a Companion Holder (or any investment advisor or manager of the foregoing), (ii) that either (a) such Person is not
a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders
via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if
such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all
the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other
than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder or a Controlling
Class Certificateholder, such Person shall only receive access to the Statements to Certificateholders prepared by the Certificate
Administrator, (iii) that, except in the case of a prospective purchaser of a Certificate, such Person has received a copy
of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate
any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to
obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling
Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information
is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website) and (ii) shall
be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect
to any related Excluded Controlling Class Loan.


 


“Investor
Q&A Forum”: As defined in Section 4.07(a).


 


“Investor
Registry”: As defined in Section 4.07(b).


 


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


 


“Late
Collections”: With respect to any Mortgage Loan, Whole Loan, or Companion Loan, all amounts received thereon prior to
the related Determination Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion
Loan, as applicable (without regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to
the immediately preceding


 



    	-55-



    	 



    

 


Determination
Date and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property
prior to the related Determination Date, whether as Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor
Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any acceleration of amounts due under the predecessor
Mortgage Loan, Whole Loan, or Companion Loan, as applicable, by reason of default), on a Due Date prior to the immediately preceding
Determination Date and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.
With respect to any Whole Loan, as used in this Agreement, Late Collections shall refer to such portion of Late Collections to
the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related
Intercreditor Agreement.


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any
Companion Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement,
as applicable); (v) such Mortgage Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority
of the Controlling Class or the Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole
Certificateholder in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan is sold
by the Special Servicer pursuant to the terms of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses, committee or
referee fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with
respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with
respect to the related Companion Loan), or REO Property (in any case, other than amounts for which a Workout Fee has been paid,
or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or discounted payoff
or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property, as the case may be;
provided, however, that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially
Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder
or any Affiliate thereof; provided, however, that if no Control Termination Event exists, and if the Directing Certificateholder
or an Affiliate thereof purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the


 



    	-56-



    	 



    

 


Directing
Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, then the Special
Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or its
Affiliates), (b) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or any
substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended
Cure Period, (c) any event described in clauses (v), (vi) and (vii) of the definition of “Liquidation
Proceeds”, as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation
Proceeds”, a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during
that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with respect
to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for
a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and
Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior
to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by
any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other
Securitization; or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing
Transfer Event described in clause (i) or (ii) of the definition of “Servicing Transfer Event”, Liquidation
Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan or Serviced
Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application
of any of clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation Fee and
similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided
that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification
Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, or
REO Property and received by the Special Servicer as compensation within the prior eighteen (18) months, but only to the extent
those fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that no Liquidation
Fee will be less than $25,000. No Liquidation Fee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan
Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment during the Initial Cure Period (and giving effect
to an extension period of 90 days).


 


“Liquidation
Fee Rate”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, Specially
Serviced Loan or REO Property as to which a Liquidation Fee is payable, a rate equal to the lesser of (a) such rate as would result
in a Liquidation Fee of $1,000,000 and (b) 1.0% with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan),
each Specially Serviced Loan and each REO Property; provided, however, that if the rate in clause (b) above
would result in a Liquidation Fee that would be less than $25,000 in circumstances where a Liquidation Fee is to be paid, then
such rate as would yield a Liquidation Fee equal to $25,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted


 



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Companion
Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion
thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions of the
related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii) any
sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b);
(iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of the majority of the Controlling
Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01;
(vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the
related mezzanine lender pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of
any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g)
of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable
to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be
deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such
Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement,
Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage Loan
or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


 


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


 


“Loan-Related
Litigation”: As defined in Section 3.32(a) of this Agreement.


 


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


 


“Loss
of Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.04(i) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust
Fund but not part of the Grantor Trust or either Trust REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.01(c).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular 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 Preliminary Statement hereto,
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 Distribution Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)), and as set forth in Section 4.01(c)).


 






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“Lower-Tier
Regular Interests”: Any of the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-SB,
Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, which consist of the Mortgage Loans (exclusive
of Excess Interest), any REO Property with respect thereto (or an allocable portion thereof, in the case of any Serviced Mortgage
Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole Loan, such amounts as
shall from time to time be held in the Collection Account (other than with respect to any Companion Loan), the related portion
of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution
Account, and all other properties included in the Trust Fund that are not in the Upper-Tier REMIC or the Grantor Trust, except
for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2016-C5, Lower-Tier REMIC Distribution Account”. Any such account, accounts or
sub-accounts shall be an Eligible Account.


 


“LTV
Ratio”: With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the scheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments
on such Mortgage Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: As defined in Section 6.08(a).


 


“Master
Servicer”: With respect to each of the Mortgage Loans, KeyBank National Association, and its successors in interest
and assigns, or any successor appointed as allowed herein.


 


“Material
Defect”: With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the
case may be, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or
the interests of the Trustee or any Certificateholder therein or causes such Mortgage Loan to be other than a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage.


 


“Maturity
Date”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, as of any date of determination, the date on
which the last payment of


 



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principal
is due and payable under the related Mortgage Note, after taking into account all Principal Prepayments received prior to such
date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan, Whole Loan
or Companion Loan by reason of default thereunder or (ii) any Grace Period permitted by the related Mortgage Note.


 


“Mediation
Rules”: As defined in Section 2.03(m)(i).


 


“Merger
Notice”: As defined in Section 6.03(b).


 


“Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, any
and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term
of the Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by
the Master Servicer or the Special Servicer, as applicable (other than all assumption fees, assumption application fees, consent
fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC, and its successors in interest. If neither Morningstar 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 Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Special Servicer, and specific ratings of Morningstar herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


 


“Mortgage
File”: With respect to each Mortgage Loan and any related Companion Loan(s), but subject to Section 2.01,
collectively the following documents:


 


(i)         
the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of
“Wells Fargo Bank, National Association, as Trustee, on behalf of the registered Holders of CSAIL 2016-C5 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5” or in blank and further showing a complete, unbroken
chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit to such effect from the
applicable


 



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Mortgage
Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed
to the Trustee);


 


(ii)
        the original or a certified copy of the Mortgage, together with an original or
copy of any intervening Assignments of Mortgage, in each case with evidence of recording indicated thereon or certified to have
been submitted for recording;


 


(iii)       
an original Assignment of Mortgage in favor of “Wells Fargo Bank, National Association, as Trustee, on behalf of
the registered holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5”
or in blank and, in the case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf
of the registered holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5
and the holder(s) of the related Companion Loan(s), as their interests may appear” and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that assignment, a copy of such assignment sent or to be sent for recordation);


 


(iv)       
the original or a copy of any related Assignment of Leases and of any intervening assignments (if such item is a document
separate from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(v)        
an original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of
“Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2016-C5 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5” or in blank and, in the case of any Serviced Whole
Loan, “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2016-C5 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 and the holder(s) of the related Companion Loan(s),
as their interests may appear” and (subject to the completion of certain missing recording information and, if applicable,
the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that
assignment, a copy of such assignment sent or to be sent for recordation);


 


(vi)   
   the original assignment of all unrecorded documents relating to the Mortgage Loan in favor of “Wells
Fargo Bank, National Association, as Trustee, on behalf of the registered Holders of CSAIL 2016-C5 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2016-C5” or in blank or, in the case of a Serviced Whole Loan, in
favor of “Wells Fargo Bank, National Association, as Trustee, on behalf of the registered holders of CSAIL 2016-C5 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through


 



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Certificates,
Series 2016-C5 and the holder(s) of the related Companion Loan(s), as their interests may appear”, if not already assigned
pursuant to items (iii) or (v) above;


 


(vii)  
   originals or copies of all modification, consolidation, assumption, written assurance and substitution
agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage
Loan has been assumed or consolidated;


 


(viii)     the
original or a copy of the policy or certificate of lender’s title insurance issued on the date of the origination of such
Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version
of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same
pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance
policy;


 


(ix)       
any filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments
and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(x)
        an original assignment in favor of “Wells Fargo Bank, National Association,
as Trustee, on behalf of the registered Holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-C5” and, in the case of any Serviced Whole Loan, “Wells Fargo Bank, National Association, as Trustee,
on behalf of the registered holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2016-C5 and the holder of the related Companion Loan(s), as their interests may appear” of any financing statement
executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction (or, if the related Mortgage Loan
Seller is responsible for the filing of that assignment, a copy of such assignment to be sent for filing);


 


(xi)     
  the original or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor
Agreement relating to a Serviced Whole Loan;


 


(xii)      
the original or copies of any Loan Agreement, escrow agreement, security agreement or letter of credit relating to such
Mortgage Loan or a related Serviced Whole Loan;


 


(xiii)     
the original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity
or guaranty relating to such Mortgage Loan or a related Serviced Whole Loan;


 


(xiv)     
the original or a copy of any property management agreement relating to such Mortgage Loan or a related Serviced Whole
Loan;


 






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(xv)      
the original or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage
Loan or a related Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment
of such agreements or any notice to the franchisor of the transfer of such Mortgage Loan or a related Serviced Whole Loan and
a request for confirmation that the Trust is a beneficiary of such comfort letter or other agreement, or for the issuance of a
new comfort letter in favor of the Trust, as the case may be;


 


(xvi)     
the original or a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;
and


 


(xvii)    
the original or a copy of any related mezzanine intercreditor agreement;


 


provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian,
such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually
received by the Custodian, (b) to the extent that this Agreement refers to a “Mortgage File” for a Companion
Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that
references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy
of such Mortgage Note), (c) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation
of any Assignment of Mortgage, any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement
in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such
instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (i) the Trustee
shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion
Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its
behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by Trustee, the Master Servicer
or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s)
collectively, (d) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met
by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note
and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required) including a
copy of the Mortgage securing the applicable Mortgage Loan, and any assignments or other transfer documents referred to in clauses
(iii), (iv), (v), (vi), (ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced
Trustee and need only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf and
(e) in connection with any Non-Serviced Mortgage Loan, any and all document delivery requirements with respect to the related
Mortgage File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will also be satisfied
by the delivery, in compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents
specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to


 



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the
custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA).


 


“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and to
be held by the Trust. As used herein, the term “Mortgage Loan” includes the related Mortgage Note, Mortgage and other
documents contained in the related Mortgage File and any related agreements.


 


“Mortgage
Loan Checklist”: A list related to each Mortgage Loan indicating the related Mortgage Loan documents included in the
related Mortgage File as of the Closing Date.


 


“Mortgage
Loan Purchase Agreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer
of all of such Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans.


 


“Mortgage
Loan Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Exhibit B, which list sets forth the following information with respect to each Mortgage Loan so
transferred:


 


(i) 
        the loan identification number (as specified in Annex A-1 to the Prospectus);


 


(ii)
        the Mortgagor’s name;


 


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


 


(iv)       
the Mortgage Rate in effect at origination;


 


(v)    
    the Net Mortgage Rate in effect at the Cut-off Date;


 


(vi)       
the original principal balance;


 


(vii)      
the Cut-off Date Balance;


 


(viii)     
the (a) original term to stated maturity, (b) remaining term to stated maturity and (c) Maturity Date;


 


(ix)    
   the original and remaining amortization terms;


 


(x)         the
amount of the Periodic Payment due on the first Due Date following the Cut-off Date;


 


(xi)       
the applicable Servicing Fee Rate;


 


(xii)      
whether the Mortgage Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;

 






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(xiii)     
whether such Mortgage Loan is secured by the related Mortgagor’s interest in a ground lease;


 


(xiv)     
identifying any Mortgage Loans with which Mortgage Loan is cross-defaulted or cross-collateralized;


 


(xv)      
the originator of the related Mortgage Loan and the Mortgage Loan Seller;


 


(xvi)     
whether the related Mortgage Loan has a guarantor;


 


(xvii)    
whether the related Mortgage Loan is secured by a letter of credit;


 


(xviii)   
amount of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;


 


(xix)      
number of grace days;


 


(xx)     
  whether a cash management agreement or lock-box agreement is in place;


 


(xxi)     
the general property type of the related Mortgaged Property;


 


(xxii)    
whether the related Mortgage Loan permits defeasance;


 


(xxiii)   
the interest accrual period;


 


(xxiv)   Anticipated
Repayment Date, if applicable;


 


(xxv)   
the Revised Rate of such Mortgage Loan, if any; and


 


(xxvi)  
the number of units, rooms, pads or square feet with respect to each Mortgaged Property.


 


Such
Mortgage Loan Schedule shall also set forth the aggregate of the amounts described under clause (vii) above for all
of the Mortgage Loans. Such list may be in the form of more than one list, collectively setting forth all of the information required.


 


“Mortgage
Loan Seller”: Each of (i) Column Financial, Inc., a Delaware corporation, or its successor in interest, (ii) Silverpeak
Real Estate Finance LLC, a Delaware limited liability company, or its successor in interest, (iii) Rialto Mortgage Finance, LLC,
a Delaware limited liability company, or its successor in interest, (iv) The Bank of New York Mellon, a New York banking corporation,
or its successor in interest and (v) Jefferies LoanCore LLC, a Delaware limited liability company, or its successor in interest.


 


“Mortgage
Note”: The original executed note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan,
as the case may be, together with any rider, addendum or amendment thereto.


 






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“Mortgage
Rate”: With respect to: (i) any Mortgage Loan or related Serviced Pari Passu Companion Loan (or, in either case,
any successor REO Loan) on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a
default and, if applicable, any REO Acquisition) to accrue on such Mortgage Loan or related Serviced Pari Passu Companion Loan
from time to time in accordance with the related Mortgage Note and applicable law; or (ii) any Mortgage Loan or related Serviced
Pari Passu Companion Loan (or, in either case, any successor REO Loan) after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date and, if applicable, any REO Acquisition. For the avoidance
of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess Rate.


 


“Mortgaged
Property”: The real property subject to the lien of a Mortgage.


 


“Mortgagor”:
The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan
that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor
individually and collectively, as the context may require.


 


“Net
Investment Earnings”: With respect to the Collection Accounts, the Servicing Accounts or the REO Account or Companion
Distribution Account for any period from any Distribution Date to the immediately succeeding P&I Advance 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 3.06.


 


“Net
Investment Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or Companion Distribution
Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the
aggregate of all losses, if any, incurred during such period in connection with the investment of funds relating to the Trust
held in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized
during such period on such funds.


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Mortgage Loan
as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect (without regard to
any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment Date), minus the related Administrative
Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates and Withheld Amounts, the Net
Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of
the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, a Non-Serviced Master Servicer or a
Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor or otherwise;
provided, further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates on the


 



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Regular
Certificates, the Net Mortgage Rate of such Mortgage Loan for any one-month period preceding a related Due Date will be the annualized
rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve
30-day months in order to produce the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such
one-month period at the related Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Mortgage
Loan, the Net Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any
year which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in any event,
unless the related Distribution Date is the final Distribution Date), will be determined exclusive of any Withheld Amounts in
respect of such Actual/360 Mortgage Loan, and (B) preceding the Due Date in March (or February, if the related Distribution
Date is the final Distribution Date), will be determined inclusive of the Withheld Amounts in respect of such Actual/360 Mortgage
Loan for the immediately preceding January and/or February, if applicable; provided, further, that, with respect
to each Actual/360 Mortgage Loan and with respect to the Distribution Date in March 2015, the Interest Deposit Amount (to the
extent allocable to such Actual/360 Mortgage Loan) will be included in determining the Net Mortgage Rate. With respect to any
REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained
outstanding.


 


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


 


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


 


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


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for which
(a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the
aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such
Class of Certificates, (y) any Appraisal Reduction Amounts allocated to such Class of Certificates as of such date of determination
and (z) any Realized Losses previously allocated to such Class of Certificates, is equal to or greater than (b) 25% of the
remainder of (i) the initial Certificate Balance of such Class of Certificates less (ii) any payments of principal (whether
as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates as of such date of
determination.


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan)


 



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which
the Master Servicer, in accordance with the Servicing Standard, or the Trustee, in its good faith business judgment, as applicable,
determines would not be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement Rate,
from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however,
that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any P&I
Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and
with respect to a Serviced Mortgage Loan, to any Other Servicer) and with respect to a Non-Serviced Mortgage Loan, to the related
Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor
and the 17g-5 Information Provider notice of such determination. Any such determination may be conclusively relied upon by, but
shall not be binding upon, the Master Servicer and the Trustee, provided, however, that the Special Servicer shall
have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and in the absence
of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision
shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion,
and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the
Trustee shall have the right to make its own subsequent determination that any remaining portion of any such previously made or
proposed P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced
Master Servicer or Non-Serviced Special Servicer, as applicable, in connection with a securitization
of the related Non-Serviced Companion Loan determines that a P&I advance with respect to the related Non-Serviced Companion
Loan, if made, would be a “nonrecoverable P&I advance”, such determination shall not be binding on the Master
Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan.
Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer or the Special Servicer determines that
any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance,
such determination shall not be binding on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates
to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides
otherwise). In making such recoverability determination, the Master Servicer, Special Servicer or Trustee, as applicable, will
be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related
Mortgage Loan or Companion Loan as it may have been modified and (ii) the related Mortgaged Properties in their “as-is”
or then-current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard
in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged
Properties, (b) to estimate and consider (among other things) future expenses, (c) to estimate and consider (consistent
with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give
due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are
being deferred or delayed by the Master Servicer or the Trustee, in light of the fact that related proceeds are a source of recovery
not only for the Advance under consideration but also a


 



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potential
source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a P&I Advance is
a Nonrecoverable Advance, will be entitled to give due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being
deferred or delayed by the Master Servicer or the Trustee because there is insufficient principal available for such reimbursement,
in light of the fact that proceeds on the related Mortgage Loan are a source of reimbursement not only for the P&I Advance
under consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market
value estimates or other information for making a recoverability determination. Absent bad faith, the Master Servicer’s,
Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as applicable,
that the Master Servicer or the Trustee, as applicable, has made a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall
be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and
to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation
Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan) (and, in the case of a Serviced Mortgage
Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced Master Servicer, as applicable), the Operating Advisor
(but only in the case of the Special Servicer), the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor (and, in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer
or Non-Serviced Master Servicer, as applicable) and the Certificate Administrator. The Officer’s Certificate shall set forth
such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as
applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, income and expense
statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special
Servicer or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage
Loan, or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s or
Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be
entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable.
In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which the Master Servicer, the Special Servicer, in each case in
accordance with the Servicing Standard, or the Trustee, in its good faith business


 



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judgment,
as applicable, determines would not be ultimately recoverable, together with any accrued and unpaid interest thereon, at the Reimbursement
Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Whole Loan or REO Property. In making
such recoverability determination, such Person will be entitled (a) to consider (among other things) (i) the obligations
of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and
(ii) the related Mortgaged Properties in their “as-is” or then current conditions and occupancies, as modified by
such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider (among other things)
future expenses and (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer or
the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among
other things) the timing of recoveries. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable
Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not
only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer, may obtain at the
expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a
recoverability determination. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be,
that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate
delivered by either of the Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to
any Mortgage Loan other than an Excluded Loan) (and in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any
Other Servicer or Non-Serviced Master Servicer, as applicable), the Operating Advisor (but only in the case of the Special Servicer)
and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the
Certificate Administrator (and in the case of a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, any Other Servicer or Non-Serviced
Master Servicer, as applicable); provided, however, that the Special Servicer may, at its option, make a determination
in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable
Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer),
the Trustee, the Certificate Administrator and the 17g-5 Information Provider notice of such determination. Any such determination
may be conclusively relied upon by, but shall not be binding upon, the Master Servicer, the Special Servicer and the Trustee,
provided, however, that


 



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the
Special Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be
recoverable and in the absence of a determination by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable
Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer
makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable
Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent determination that
any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s
Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special
Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent
available, related income and expense statements, rent rolls, occupancy status and property inspections, and shall include any
existing Appraisal with respect to the related Mortgage Loan or Serviced Companion Loan, as applicable, or related Mortgaged Property).
The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its
possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably
request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the Master
Servicer’s or Special Servicer’s, as the case may be, determination that a Servicing Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a Servicing
Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer requests that
the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence that such
advance is not a Nonrecoverable Servicing Advance; provided, however, the Special Servicer shall not be entitled
to make such a request more frequently than once per calendar month with respect to Servicing Advances other than emergency advances
(although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage Loan (if
any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any servicing advance previously made or proposed to be made in respect
of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee, as the case may be, pursuant to the Non-Serviced PSA.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-E, Class X-F, Class X-NR,
Class D, Class E, Class F, Class NR, Class R or Class Z Certificate.


 


“Non-Serviced
Companion Loan”: Each of the GLP Industrial Portfolio A Companion Loans, the Sheraton Lincoln Harbor Hotel Companion
Loan and the Starwood Capital Extended Stay Portfolio Companion Loans.


 


“Non-Serviced
Depositor”: The “Depositor” under a Non-Serviced PSA.


 


“Non-Serviced
Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan
pursuant to the related Non-Serviced PSA.


 




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“Non-Serviced
Intercreditor Agreement”: Each of the GLP Industrial Portfolio A Co-Lender Agreement, the Sheraton Lincoln Harbor Hotel
Co-Lender Agreement and the Starwood Capital Extended Stay Portfolio Co-Lender Agreement.


 


“Non-Serviced
Master Servicer”: The “Master Servicer” under a Non-Serviced PSA.


 


“Non-Serviced
Mortgage Loan”: Each of the GLP Industrial Portfolio A Mortgage Loan, the Sheraton Lincoln Harbor Hotel Mortgage Loan
and the Starwood Capital Extended Stay Portfolio Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the GLP Industrial Portfolio A Mortgaged Property, the Sheraton Lincoln Harbor Hotel Mortgaged
Property and Starwood Capital Extended Stay Portfolio Mortgaged Property.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” under a Non-Serviced PSA.


 


“Non-Serviced
Paying Agent”: The “Paying Agent” under a Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: The primary servicing fee rate with respect to a Non-Serviced Mortgage Loan under a Non-Serviced
PSA.


 


“Non-Serviced
PSA”: Each of the CSAIL 2015-C3 Pooling and Servicing Agreement, the CSMC 2015-GLPA Trust and Servicing Agreement and
the WFCM 2015-C31 Pooling and Servicing Agreement.


 


“Non-Serviced
Special Servicer”: The “Special Servicer” under a Non-Serviced PSA.


 


“Non-Serviced
Trust”: The “Trust” formed under a Non-Serviced PSA.


 


“Non-Serviced
Trustee”: The “Trustee” under a Non-Serviced PSA.


 


“Non-Serviced
Whole Loan”: Each of the GLP Industrial Portfolio A Whole Loan, the Sheraton Lincoln Harbor Hotel Whole Loan and the
Starwood Capital Extended Stay Portfolio Whole Loan.


 


“Non-Serviced
Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced PSA.


 


“Non-Specially
Serviced Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan that is not a
Specially Serviced Loan.


 


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


 


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


 


“Non-Waiving
Successor”: As defined in Section 3.23(l).


 



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“Notional
Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount; in the case of the Class X-B Certificates,
the Class X-B Notional Amount; in the case of the Class X-D Certificates, the Class X-D Notional Amount; in the case of the Class
X-E Certificates, the Class X-E Notional Amount; in the case of the Class X-F Certificates, the Class X-F Notional Amount; and
in the case of the Class X-NR Certificates, the Class X-NR Notional Amount.


 


“NRSRO”:
Any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including
the Rating Agencies.


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided
electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s
Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this Agreement
or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, that such NRSRO has access to the 17g-5 Information Provider’s website and that such NRSRO will keep
such information confidential, except to the extent such information has been made available to the general public. Each NRSRO
shall be deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s Website.


 


“OCC”:
Office of the Comptroller of the Currency.


 


“Offered
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class
X-A and Class X-B Certificates.


 


“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional
Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.


 


“Offshore
Transaction”: Any “offshore transaction” as defined in Rule 902(h) of Regulation S.


 


“Operating
Advisor”: Pentalpha Surveillance LLC, and its successors in interest and assigns, or any successor operating advisor
appointed as herein provided.


 


“Operating
Advisor Annual Report”: As defined in Section 3.26(c).


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor agrees
to pay with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), payable pursuant to Section 3.05
of this Agreement; provided, however, that no such fee shall be payable unless specifically paid by the related
Mortgagor as a separately identifiable fee (provided, however, that to the extent such fee is incurred after the
outstanding Certificate Balances of the Class F and Class NR Certificates have been reduced to zero as a result of the allocation
of Realized Losses to such Certificates, such fee shall be payable in full to the Operating Advisor as an expense of the Trust);
provided, further, that the Operating Advisor may in its sole discretion


 



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


 


“Operating
Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or additional trust fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor
Fee and the Operating Advisor Consulting Fee).


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan, REO Loan and Non-Serviced Mortgage Loan (but not any Companion Loan),
the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00175%.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Companion Loan that is a Serviced
Pari Passu Companion Loan, for the benefit of the holders of the related Serviced Pari Passu Companion Loan (as a collective whole
as if such Certificateholders and Companion Holders constituted a single lender), and not to any particular class of Certificateholders
(as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any
conflict of interest arising from any relationship that the Operating Advisor or any of its affiliates may have with any of the
underlying Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer, the Directing Certificateholder, any Certificateholder or any of their Affiliates.


 


“Operating
Advisor Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is 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:


 


(a)           any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the holders
of Certificates having greater than 25% of the aggregate Voting Rights, provided that any such failure which is not curable
within such thirty (30) day period, the Operating Advisor will have an additional cure period of thirty (30) days to effect such
cure so long as it has commenced to cure such failure within the initial thirty (30) day


 



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period
and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently
pursued, and is continuing to pursue, such cure;


 


(b)         any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given to the Operating Advisor by any party to this Agreement;


 


(c)          any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement;


 


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


 


(e)          the
Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
operating advisor or of or relating to all or substantially all of its property; or


 


(f)          the
Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations.


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered
to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of
either Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust
as a grantor trust, or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05,
must be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


 


“Original
Certificate Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


 



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“Original
Lower-Tier Principal Amount”: With respect to any Class of Lower-Tier Regular Interest, the initial principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


 


“Original
Notional Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional
Amount, the Class X-E Notional Amount, the Class X-F Notional Amount, and the Class X-NR Notional Amount, the applicable initial
Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


“Other
Certificate Administrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.


 


“Other
Depositor”: Any depositor under an Other Pooling and Servicing Agreement.


 


“Other
Pooling and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates
a trust whose assets include any Serviced Companion Loan. For the avoidance of doubt, any other trust and servicing agreement
or pooling and servicing agreement executed in connection with the securitization of the Avalon Apartments Subordinate Companion
Loan or the FedEx Brooklyn Companion Loan shall be an Other Pooling and Servicing Agreement.


 


“Other
Securitization”: As defined in Section 11.06.


 


“Other
Servicer”: Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.


 


“Other
Trustee”: Any trustee under an Other Pooling and Servicing Agreement.


 


“Ownership
Interest”: As to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any
other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.


 


“P&I
Advance”: As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master
Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


“P&I
Advance Date”: The Business Day immediately prior to each Distribution Date.


 


“P&I
Advance Determination Date”: With respect to any Distribution Date, the close of business on the related Determination
Date.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the
Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate,
the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the
Class F Pass-Through Rate, the Class NR


 



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Pass-Through
Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-E Pass-Through
Rate, the Class X-F Pass-Through Rate or the Class X-NR Pass-Through Rate.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty
Charges”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan (or
any successor REO Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor
REO Loan thereto) that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan and allocated and paid
on such Serviced Companion Loan (or any successor REO Loan) in accordance with the related Intercreditor Agreement) that represent
late payment charges or Default Interest, other than a Yield Maintenance Charge or any Excess Interest.


 


“Percentage
Interest”: As to any Certificate (other than the Class R and Class Z Certificates), the percentage interest evidenced
thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (other than the
Class R and Class Z Certificates), the percentage interest is equal to the Denomination as of the Closing Date of such Certificate
divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the
Closing Date. With respect to a Class R Certificate or a Class Z Certificate, the percentage interest is set forth on the face
thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic
Payment”: With respect to any Mortgage Loan or the related Companion Loan, the scheduled monthly payment of principal
and/or interest (other than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is
payable (as the terms of the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy
or similar proceedings involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted
or agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law,
without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without
regard to any Excess Interest.


 


“Permitted
Investments”: Any one or more of the following obligations or securities (including obligations or securities of the
Certificate Administrator, or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise
qualifying hereunder), regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in
this definition and which shall not be subject to liquidation prior to maturity:


 


(i)          direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the


 



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obligations
of which are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the
date of acquisition; provided that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured
senior debt obligation of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result
in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or,
insofar as there is then outstanding any class of Serviced Companion Loan Securities that are then rated by such rating agency,
such class of securities) as evidenced in writing;


 


(ii)         time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized
under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state
banking authorities (A) in the case of such investments with maturities of three (3) months or less, the short-term debt obligations
of which are rated in the highest short-term rating category by Moody’s and by Fitch or the long-term debt obligations of
which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of six (6) months
or less, but more than three (3) months, the short-term obligations of which are rated in the highest short-term rating category
by each Rating Agency and the long-term obligations of which are rated at least “Aa3” by Moody’s and (C) in
the case of such investments with maturities of more than six (6) months, the short-term obligations of which are rated in the
highest short-term rating category by each Rating Agency and the long-term obligations of which are rated at least “Aaa”
by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) through (C) above, such lower rating as
is the subject of a Rating Agency Confirmation by such Rating Agency and Morningstar) and (D) the commercial paper or other short-term
debt obligations of such depository institution or trust company are rated in the highest rating categories of each Rating Agency
or such other rating as would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by
each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced Companion Loan
Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;


 


(iii)        repurchase
agreements or obligations with respect to any security described in clause (i) above where such security has a remaining
maturity of one year or less and where such repurchase obligation has been entered into with a depository institution or trust
company (acting as principal) described in clause (ii) above;


 


(iv)        debt
obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are
rated in the highest rating categories of each Rating


 






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Agency,
if the obligations mature within 60 days; provided, however, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities
issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal
balance and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)         commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation or other
entity organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in
one (1) year or less from the date of acquisition thereof and which is rated in the highest rating category of each Rating Agency;


 


(vi)        money
market funds, rated in the highest rating categories of each Rating Agency (if so rated by each such Rating Agency (and if not
rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Moody’s,
Fitch and Morningstar))), which may include the Wells Fargo Advantage Heritage Money Market Fund if so qualified;


 


(vii)       any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of
the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security
or investment and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); and


 


(viii)      any
other demand, money market or time depositor, obligation, security or investment not listed in clauses (i) –
(vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;


 


provided,
however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6)
of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change
and (b) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single
interest rate index plus a fixed spread, if any, and move proportionately with such index; and provided, further,
however, that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest
payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide
a yield to maturity at the time


 



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of
acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or (b) if such instrument
may be redeemed at a price below the purchase price; and provided, further, however, that no amount beneficially
owned by either Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds)
treated as equity interests for federal income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its
own expense, to the effect that such investment will not adversely affect the status of either Trust REMIC. Permitted Investments
that are subject to prepayment or call may not be purchased at a price in excess of par.


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees,
insurance commissions or 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 any Mortgage Loan and Serviced Companion Loan (including any related
REO Property) in accordance with this Agreement.


 


“Permitted
Transferee”: Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person
so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person
or the Person requesting the transfer) to the effect that the transfer of an Ownership Interest in any Class R Certificate to
such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding,
(c) a 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, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


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


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(i).


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided
that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject
to a Principal Prepayment in full or in part during the calendar month in which such Distribution Date occurs, which Principal
Prepayment was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the
following Determination Date, the amount of interest (net of


 



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the
related Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor (without regard to any prepayment
premium or Yield Maintenance Charge actually collected), that actually accrued at a rate per annum equal to the sum of
(x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable, and (y) the Certificate
Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate, on the amount of such Principal Prepayment from such Due Date to, but not
including, the date of such prepayment (or any later date through which interest accrues). Prepayment Interest Excesses (to the
extent not offset by Prepayment Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan, will be retained by the Master
Servicer as additional servicing compensation.


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was
subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied
to such Mortgage Loan or Serviced Whole Loan (with such prepayment allocated between the related Mortgage Loan and Serviced Companion
Loan in accordance with the related Intercreditor Agreement), as applicable, after the Determination Date in such Collection Period
(or, with respect to each Mortgage Loan or Serviced Companion Loan, as applicable, with a Due Date occurring after the related
Determination Date, the related Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing
Fees and any Excess Interest), to the extent not collected from the related Mortgagor (without regard to any prepayment premium
or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to (x) in the case of
any Mortgage Loan other than a Serviced Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan
and (ii) the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer
Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and (y) in the case of any Serviced Mortgage
Loan, the Mortgage Rate (net of Servicing Fees and any Excess Interest) on the amount of such Principal Prepayment during the
period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan,
as applicable, and ending on such following Due Date. With respect to the AB Whole Loan, any Prepayment Interest Shortfall for
any Distribution Date shall be allocated first to the related AB Subordinate Companion Loan and then to the related Mortgage
Loan.


 


“Primary
Servicing Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer,
which monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 


“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of the New York City edition
of The Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication
as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the
“Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable
discretion) as may be in effect from time to time.


 



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“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class
B, Class C, Class D, Class E, Class F and Class NR Certificates.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal
to the sum of the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal
Distribution Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution
Date; provided that the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero,
by the amount of any reimbursements of (A) Nonrecoverable Advances (including any servicing advance with respect to any Non-Serviced
Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on
such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage
Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount
for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on
the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution
Amount for such Distribution Date (provided that, in the case of clauses (A) and (B) above, if any of
the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered
on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs).


 


“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan that is received in advance of its scheduled
Due Date as a result of such prepayment.


 


“Principal
Shortfall”: For any Distribution Date after the initial Distribution Date, the amount, if any, by which (a) the
related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount actually distributed
on the preceding Distribution Date in respect of such Principal Distribution Amount. The Principal Shortfall for the initial Distribution
Date will be zero.


 


“Privileged
Communications”: Any correspondence between the Directing Certificateholder and the Special Servicer referred to in
clause (i) of the definition of “Privileged Information”.


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder and the Special Servicer related to
any Specially Serviced Loan or the exercise of the Directing Certificateholder’s consent or consultation rights 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 related Mortgagor or other interested party and (iii)
information subject to attorney-client privilege. Both the Master Servicer and the Special Servicer shall be entitled to rely
on any identification of materials as “attorney-client privileged” without liability for any such reliance hereunder.


 



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“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for
the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other
governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to
a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as evidenced by an opinion
of counsel (which will be an additional expense of the Trust) delivered to each of the Master Servicer, the Special Servicer,
the Directing Certificateholder, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and
the Trustee), required by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Directing Certificateholder
(but only prior to the occurrence of a Consultation Termination Event), the Operating Advisor, any affiliate of the Operating
Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an Investor
Certification, any Person who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any
Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO
Certification may be submitted electronically via the Certificate Administrator’s Website;
provided, however, that (i) in no event may a Borrower Party (other than with respect to an Excluded Controlling
Class Holder or a Special Servicer that is a Borrower Party) be considered a Privileged Person, (ii) in no event shall an Excluded
Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Loan with respect to
which it is a Borrower Party (but this exclusion shall not apply to any other Mortgage Loan) and (iii) with respect to a Special
Servicer that obtains knowledge that it has become a Borrower Party, such Special Servicer shall be prohibited from viewing or
otherwise retrieving any information related to such Excluded Special Servicer Loan, which may include any asset status reports,
final asset status reports (or summaries thereof), and such other information as may be specified in this Agreement pertaining
to such Excluded Special Servicer Loan. In determining whether any person is an Additional Servicer or an Affiliate of the Operating
Advisor, the Certificate Administrator may rely on a certification by the Master Servicer, the Special Servicer, any Mortgage
Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer is a Borrower Party, the Special Servicer shall nevertheless
be a Privileged Person; provided that the Special Servicer (i) shall not view or otherwise retrieve any Excluded Special
Servicer Information specific to the related Excluded Special Servicer Loan, (ii) shall not directly or indirectly provide
any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of
the Special Servicer’s employees or personnel or any of its Affiliate involved in the management of any investment in the
related Borrower Party or


 



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the
related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest
in the related Borrower Party, and (iii) shall maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) and clause (ii) above; provided,
further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict the Special Servicer’s access to any information on the Master Servicer’s website or the Certificate Administrator’s
Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses
any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; provided, further, however,
that any Excluded Controlling Class Holder shall be permitted to obtain in accordance with Section 4.02(f) of this
Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling
Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class
Holder via the Certificate Administrator’s Website).


 


“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


 


“Prohibited
Prepayment”: As defined in the definition of Compensating Interest Payments.


 


“Proposed
Course of Action Notice”: As defined in Section 2.03(l)(i).


 


“Prospectus”:
The Prospectus, dated January 28, 2016.


 


“PSA
Party Repurchase Request”: As defined in Section 2.03(k)(ii).


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase
Price”: With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the
final paragraph hereof, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related Mortgage
Loan Purchase Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01,
a price, without duplication, equal to:


 


(i)          the
outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


 


(ii)         all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that represents Default Interest or Excess Interest on the ARD Loan), to, but not including,
the Due Date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 



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(iii)       all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect
of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph
hereof, the related Companion Loan)), if any; plus


 


(iv)        if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to
Section 6 of the applicable Mortgage Loan Purchase Agreement, the Asset Representations Reviewer Asset Review Fee (to
the extent not previously paid by the related Mortgage Loan Seller), all reasonable out-of-pocket expenses reasonably incurred
or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator or the Trustee in
respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising
out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and
any additional trust fund expenses relating to such Mortgage Loan (or related REO Loan); provided, however, that such out-of-pocket
expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election,
in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable,
rights under the dispute resolution mechanics pursuant to Section 2.03(k) hereof; plus


 


(v)         Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) (which will not include any Liquidation Fees if such repurchase
occurs prior to the expiration of the Extended Cure Period).


 


Solely
with respect to any Serviced Whole Loan (other than the Avalon Apartments Whole Loan) to be sold pursuant to Section 3.16(a)(iii),
“Purchase Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the related
Whole Loan, including, for such purposes, the Mortgage Loan and the related Companion Loan(s). With respect to any REO Property
to be sold pursuant to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance
with the preceding sentence in respect of the related REO Loan (including any related Companion Loan). With respect to any sale
pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds,
the “Purchase Price” shall be allocated between the related Mortgage Loan and Companion Loan(s), in accordance with,
and shall be equal to the amount provided pursuant to, the provisions of the related Intercreditor Agreement. Notwithstanding
the foregoing, with respect to any repurchase pursuant to subclause (A) and subclause (C) hereof, the “Purchase
Price” shall not include any amounts payable in respect of any related Companion Loan.


 


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


 



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“Qualified
Insurer”: (i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength
rating of at least: (a) “A3” by Moody’s (or, if not rated by Moody’s, at least an equivalent rating
by one other nationally recognized insurance rating organization (which may include KBRA or Fitch)) and (b) “A-”
by Fitch (or, if not rated by Fitch, at least “A-” by one other nationally recognized insurance rating organization
(which may include Moody’s or KBRA) and (ii) with respect to the fidelity bond and errors and omissions insurance policy
required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c),
an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such
claims paying ability) rated “A3” by Moody’s and at least one of the following ratings: (a) “A-”
by S&P, (b) “A-” by Fitch, (c) “A-:X” by A.M. Best Company, Inc. or, (d) “A(low)”
by DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced
by a Rating Agency Confirmation.


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to special servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the
Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement,
and (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement
Special Servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor
other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party
be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its
appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi) is not a special servicer that has been cited by Moody’s or Morningstar as having servicing concerns as the sole or
a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to
the time of determination and (vii) currently has a special servicer rating of at least “CSS3” from Fitch.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan;
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest
on the same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months);
(v) have a remaining term to stated maturity not greater than, and not more than five (5) years less than, the remaining
term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than
the lesser of the


 



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loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all
of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental
report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will
be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal
to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute
a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion
of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization
period that extends to a date that is after the date two (2) years prior to the Rated Final Distribution Date; (xii) have
comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage
Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation from each Rating Agency (the
cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have
been approved, so long as a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is
not an Excluded Loan, by the Directing Certificateholder; (xv) prohibit defeasance within two (2) years of the Closing
Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in the termination of the REMIC status of either
Trust REMIC or the imposition of tax on either Trust REMIC other than a tax on income expressly permitted or contemplated to be
imposed by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller;
(xvii) have an engineering report that indicates no material adverse property condition or deferred maintenance with respect
to the related Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current
in the payment of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is
substituted for a removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis
of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each
of the requirements specified in clauses (ii) through (xviii); provided that the rates described in
clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined
on a weighted average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate,
the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and,
in the case of a Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate) shall be lower than the highest
fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class
of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is
substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage
Loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate Administrator
and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.


 


“RAC
No-Response Scenario”: As defined in Section 3.25(a).


 


“RAC
Requesting Party”: As defined in Section 3.25(a).


 



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“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in November 2048.


 


“Rating
Agency”: Each of Moody’s, Fitch and Morningstar or their successors in interest. If no such rating agency nor
any successor thereof remains in existence, “Rating Agency” shall be deemed to refer to such nationally recognized
statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of
Moody’s, Fitch and Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


“Rating
Agency Inquiry”: As defined in Section 4.07(c).


 


“Rating
Agency Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).


 


“Realized
Loss”: As defined in Section 4.04(a).


 


“Record
Date”: With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in
which that Distribution Date occurs.


 


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F
and Class NR Certificates.


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such
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.


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


“Regulation AB
Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee


 



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whose
name and specimen signature appears on a list of servicing officers furnished to the Trustee and/or the Certificate Administrator
by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Certificates that
are Non-Registered Certificates deposited with the Certificate Administrator as custodian for the Depository.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d)
and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate.


 


“Related
Certificates” and “Related Lower-Tier Regular Interests”: For each of the following Classes of Certificates,
the related Class of Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier Regular Interests, the
related Class of Certificates, as applicable, set forth below:


 





	Related
    Certificates		Related
    Uncertificated

    Lower-Tier Interest
	Class
    A-1 Certificates	 	Class
    LA-1 Uncertificated Interest
	Class
    A-2 Certificates	 	Class
    LA-2 Uncertificated Interest
	Class
    A-3 Certificates	 	Class
    LA-3 Uncertificated Interest
	Class
    A-4 Certificates	 	Class
    LA-4 Uncertificated Interest
	Class
    A-5 Certificates	 	Class
    LA-5 Uncertificated Interest
	Class
    A-SB Certificates	 	Class
    LA-SB Uncertificated Interest
	Class
    A-S Certificates	 	Class
    LA-S 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
	Class
    NR Certificates	 	Class
    LNR Uncertificated Interest







  


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


 



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“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).


 


“REMIC
Administrator”: The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and
final Treasury Regulations (or proposed regulations that would apply by reason of their proposed effective date to the extent
not inconsistent with temporary or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing
may be in effect from time to time.


 


“Remittance
Date”: The Business Day immediately preceding each Distribution Date.


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors, LLC [or the applicable
successor Special Servicer], as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered
Holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 and the related
Companion Loan Holder REO Account, as their interests may appear”. Any such account or accounts shall be an Eligible Account.


 


“REO
Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO
Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO
Extension”: As defined in Section 3.14(a).


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s)) deemed
for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage
Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has
the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding


 



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principal
balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the
date of the related REO Acquisition. All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan,
if applicable, as of the date of the related REO Acquisition, including, without limitation, accrued and unpaid interest, shall
continue to be due and owing in respect of a REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable,
in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including,
without limitation, any unpaid Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed
Advances, together with any interest accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such
Advances in accordance with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable
to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
or the Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with
respect to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal
distributed to the Certificateholders being reduced as a result of the first proviso in the definition of “Principal Distribution
Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced
Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion
Loan will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances
related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such
Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), as set
forth in the related Intercreditor Agreement.


 


“REO
Mortgage Loan”: Any Mortgage Loan that has become an REO Loan.


 


“REO
Property”: A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a
nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a
Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the
applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing,
inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to
an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For
the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, either
Trust REMIC or the Grantor Trust.


 


“REO
Revenues”: All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 



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“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


“Reporting
Servicer”: The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Custodian or any Servicing Function Participant engaged by such parties, as the case may
be.


 


“Repurchase
Request”: As defined in Section 2.02(g).


 


“Repurchase
Request Recipient”: As defined in Section 2.02(g).


 


“Request
for Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable,
in the form of Exhibit E attached hereto.


 


“Requesting
Certificateholder”: As defined in Section 2.03(l)(iii).


 


“Requesting
Holders”: As defined in Section 4.05(b).


 


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


 


“Resolution
Failure”: As defined in Section 2.03(k)(iii).


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan
has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted
for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan
Seller has paid the Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer,
on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations
under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a
result of a sale or other disposition in accordance with this Agreement.


 


“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, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration
of this Agreement and, 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.


 


“Restricted
Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates
are first offered to Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined
in Regulation S) of the Certificates and (b) the Closing Date.


 



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“Retained
Fee Rate”: An amount equal to 0.00250% per annum with respect to each Mortgage Loan.


 


“Review
Package”: A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 


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


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


“S&P”:
Standard & Poor’s Ratings Services, and its successors in interest. If neither S&P 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 Trustee, the Certificate
Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings of S&P herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the principal portions of the
following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and
to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid
by the Mortgagor as of the Determination Date or such later date as would permit inclusion in the Available Funds for such Distribution
Date (or (A) with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination
Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of
the Business Day preceding the related P&I Advance Date and (B) with respect to a Non-Serviced Mortgage Loan, received by
the Master Servicer as of such date as would permit inclusion in the Available Funds for such Distribution Date) or (ii) advanced
by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date,
and (b) all Balloon


 



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Payments
with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date or such later date as
would permit inclusion in the Available Funds for such Distribution Date (or, with respect to each Mortgage Loan with a Due Date
occurring or a Grace Period ending after the related Determination Date, the related Due Date or last day of such Grace Period,
as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related P&I Advance Date),
and to the extent not included in clause (a) above for the subject Distribution Date or included in the Scheduled
Principal Distribution Amount for any prior Distribution Date. All references to “Mortgage Loan”, “Non-Serviced
Mortgage Loan” or “Mortgage Loans” in this definition shall include, without limitation, any REO Mortgage Loans,
to the extent applicable.


 


“Secure
Data Room”: The website, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), under the “Diligence Files” tab on the page relating to this transaction.


 


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


 


“Security
Agreement”: With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in
the related Mortgage or executed separately, creating in favor of the holder of such Mortgage a security interest in the personal
property constituting security for repayment of such Mortgage Loan.


 


“Senior
Certificate”: Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.


 


“Serviced
AB Whole Loan”: The Avalon Apartments Whole Loan.


 


“Serviced
Companion Loan”: Each of (a) the Avalon Apartments Subordinate Companion Loan and (b) the FedEx Brooklyn Companion Loan,
as applicable.


 


“Serviced
Companion Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by
the assets of an issuing entity, which assets include a Companion Loan that is part of a Serviced Whole Loan (or a portion of
or interest in such Companion Loan).


 


“Serviced
Companion Noteholder”: Each of the holders of (a) the Avalon Apartments Subordinate Companion Loan and (b) the FedEx
Brooklyn Companion Loan, as applicable.


 


“Serviced
Mortgage Loan”: Each of (a) the Avalon Apartments Mortgage Loan and (b) FedEx Brooklyn Mortgage Loan, as applicable.


 


“Serviced
Pari Passu Companion Loan”: The FedEx Brooklyn Companion Loan.


 


“Serviced
Pari Passu Mortgage Loan”: The FedEx Brooklyn Mortgage Loan.


 


“Serviced
Pari Passu Whole Loan”: The FedEx Brooklyn Whole Loan.


 



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“Serviced
REO Loan”:  Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


 “Serviced
REO Property”:  Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Whole Loan”: Each of (a) the Avalon Apartments Whole Loan and (b) the FedEx Brooklyn Whole Loan, as applicable.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, the earlier of (A) two (2) Business Days prior
to the related distribution date for each Other Securitization that includes such Serviced Companion Loan or (B) the fifteenth (15th)
day of each calendar month (or, if the fifteenth (15th) calendar day of that month is not a Business Day, then the Business
Day immediately succeeding such fifteenth (15th) calendar day), or such earlier date as required by the related Intercreditor
Agreement; provided, however, such Serviced Whole Loan Remittance Date shall not be earlier than two (2) Business
Days following the date the Master Servicer receives the related Periodic Payment with respect to such Serviced Whole Loan.


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan), other than a Non-Serviced Mortgage Loan, in respect of which
a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) a
Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an REO Property (other than an REO Property
related to a Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b),
but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c),
(ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation
Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition
of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property,
including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any
amount specifically designated


 



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herein
to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall
not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses
incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the
Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase
rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


 


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


 


“Servicing
Fee”: With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan and any
REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Mortgage Loan,
a per annum rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”,
which rate includes, in each such case, the rate at which applicable master, primary (other than any Non-Serviced Primary Servicing
Fee Rate, which is not included under such heading) and sub-servicing fees accrue, in each case computed on the basis of the Stated
Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such
loans. With respect to (a) the Avalon Apartments Subordinate Companion Loan and (b) the FedEx Brooklyn Companion Loan, the “Servicing
Fee Rate” shall be a per annum rate equal to 0.0050%.


 


“Servicing
File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to
the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the
extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of
any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect
to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse
property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage
Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding
attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or
constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or
hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related
Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered
by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related
Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the
lease; and (viii) a copy of all


 



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environmental
reports that were received by the applicable Mortgage Loan Seller, relating to the relevant Mortgaged Property.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities
that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage
Loans by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor
reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements
pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of
such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto. Exhibit GG
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion
Loan, the occurrence of any of the following events:


 


(a)          the
related Mortgagor has failed to make when due any Periodic Payment or a Balloon Payment, which failure continues unremedied (without
regard to any grace period):


 


(i)          except
in the case of a Balloon Mortgage Loan or Serviced Whole Loan delinquent in respect of its Balloon Payment, for 60 days beyond
the date on which the subject payment was due, or


 


(ii)         solely
in the case of a delinquent Balloon Payment, (A) 60 days beyond the date on which such Balloon Payment was due (except
as described in clause B below) or (B) in the case of a Mortgage Loan or Serviced Whole Loan delinquent
with respect to the Balloon Payment as to which the related Mortgagor delivered to the Master Servicer or the Special Servicer
(and in either such case the Master Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to
the other servicer), a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after the Balloon
Payment was due, for 120 days beyond the date on which the Balloon Payment was due (or such shorter


 



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period
beyond the date on which that Balloon Payment as due during which the refinancing is scheduled to occur);


 


(b)          there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance
Default) that (i) in the judgment of the Master Servicer or the Special Servicer (in the case of the Special Servicer,
(i) with the consent of the Directing Certificateholder, unless a Control Termination Event has occurred and is continuing or
(ii) if a Control Termination Event has occurred and is continuing, following consultation with the Directing Certificateholder
(other than with respect to an Excluded Mortgage Loan), unless a Consultation Termination Event has occurred and is continuing),
materially impairs the value of the related Mortgaged Property as security for the Mortgage Loan or Serviced Whole Loan or otherwise
materially adversely affects the interests of Certificateholders in the Mortgage Loan (or, in the case of a Serviced Whole Loan,
the interests of the Certificateholders or the related Serviced Companion Noteholder in such Serviced Whole Loan), and (ii) continues
unremedied for the applicable grace period under the terms of the Mortgage Loan or Serviced Whole Loan (or, if no grace period
is specified and the default is capable of being cured, for 30 days); provided that any default that results in acceleration
of the related Mortgage Loan or Serviced Whole Loan without the application of any grace period under the related Mortgage Loan
documents shall be deemed not to have a grace period; and provided, further, that any default requiring a Servicing
Advance will be deemed to materially and adversely affect the interests of the Certificateholders in the Mortgage Loan (or, in
the case of any Serviced Whole Loan, the interests of the Certificateholders or the related Serviced Companion Noteholder in the
Serviced Whole Loan); or


 


(c)           the
Master Servicer or the Special Servicer has determined (and, in the case of the Special Servicer, (i) with the consent of the
Directing Certificateholder (other than with respect to an Excluded Mortgage Loan), unless a Control Termination Event has occurred
and is continuing or (ii) if a Control Termination Event has occurred and is continuing, following consultation with the Directing
Certificateholder (other than with respect to an Excluded Mortgage Loan), unless a Consultation Termination Event has occurred
and is continuing, that (i) a default (other than an Acceptable Insurance Default) under the Mortgage Loan or Serviced Whole
Loan is reasonably foreseeable, (ii) such default will materially impair the value of the related Mortgaged Property as security
for such Mortgage Loan or Serviced Whole Loan or otherwise materially adversely affects the interests of Certificateholders in
the Mortgage Loan (or, in the case of a Serviced Whole Loan, the interests of the Certificateholders or any related Companion
Loan Holder in the Serviced Whole Loan), and (iii) the default is likely to continue unremedied for the applicable grace
period under the terms of such Mortgage Loan or Serviced Whole Loan or, if no grace period is specified and the default is capable
of being cured, for 30 days; provided that any default that results in acceleration of the related Mortgage Loan or
Serviced Whole Loan without the application of any grace period under the related Mortgage Loan documents shall be deemed not
to have a grace period; or


 


(d)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case
under any present or future federal or


 



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state
bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, shall
have been entered against the related Mortgagor and such decree or order shall have remained in force and not dismissed for a
period of 60 days (or a shorter period if the Master Servicer or the Special Servicer (and, in the case of the Special Servicer,
(i) with the consent of the Directing Certificateholder (other than with respect to an Excluded Mortgage Loan), unless a Control
Termination Event has occurred and is continuing, or (ii) if a Control Termination Event has occurred and is continuing, following
consultation with the Directing Certificateholder (other than with respect to an Excluded Mortgage Loan), unless a Consultation
Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances
warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Mortgage Loan or REO Serviced Companion Loan) be transferred
to special servicing); or


 


(e)          the
related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially
all of its property; or


 


(f)           the
related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or


 


(g)          the
Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related
Mortgaged Property;


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, the related Serviced Companion Loan shall also become a
Specially Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the Non-Serviced PSA.


 


“Sheraton
Lincoln Harbor Hotel Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of October 15, 2015, by and between
the holder of the Sheraton Lincoln Harbor Hotel Companion Loan and the holder of the Sheraton Lincoln Harbor Hotel Mortgage Loan,
relating to the relative rights of such holders of the Sheraton Lincoln Harbor Hotel Whole Loan, as the same may be further amended
in accordance with the terms thereof.


 


“Sheraton
Lincoln Harbor Hotel Mortgage Loan”: With respect to the Sheraton Lincoln Harbor Hotel Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan No. 13 on the Mortgage Loan Schedule), which is designated as promissory
note


 



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A-2,
and is pari passu in right of payment with the Sheraton Lincoln Harbor Hotel Companion Loan to the extent set forth in
the Sheraton Lincoln Harbor Hotel Co-Lender Agreement.


 


“Sheraton
Lincoln Harbor Hotel Mortgaged Property”: The Mortgaged Property that secures the Sheraton Lincoln Harbor Hotel Whole
Loan.


 


“Sheraton
Lincoln Harbor Hotel Companion Loan”: With respect to the Sheraton Lincoln Harbor Hotel Whole Loan, the Companion Loan
evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the Sheraton Lincoln Harbor
Hotel Mortgaged Property, which is not included in the Trust and which is pari passu in right of payment with the Sheraton
Lincoln Harbor Hotel Mortgage Loan to the extent set forth in the Sheraton Lincoln Harbor Hotel Co-Lender Agreement.


 


“Sheraton
Lincoln Harbor Hotel Whole Loan”: The Sheraton Lincoln Harbor Hotel Mortgage Loan, together with the Sheraton Lincoln
Harbor Hotel Companion Loan, each of which is secured by the same Mortgage on the Sheraton Lincoln Harbor Hotel Mortgaged Property.
References herein to the Sheraton Lincoln Harbor Hotel Whole Loan shall be construed to refer to the aggregate indebtedness under
the Sheraton Lincoln Harbor Hotel Mortgage Loan and the Sheraton Lincoln Harbor Hotel Companion Loan.


 


“Significant
Obligor”: As defined in Section 11.15(g).


 


“Silverpeak”:
Silverpeak Real Estate Finance LLC, a Delaware limited liability company, and its successors in interest.


 


“Similar
Law”: As defined in Section 5.03(m).


 


“Sole
Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or
a Holder, or Holders acting in unanimity, of a Definitive Certificate holding 100% of the then-outstanding Class X-E, Class X-F,
Class X-NR, Class E, Class F and Class NR Certificates; provided, however, that the Certificate Balances and/or
Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A,
Class X-B, Class B, Class C, Class D and Class X-D Certificates have been reduced to zero.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded
Special Servicer Loan) and the Serviced Companion Loans, Rialto Capital Advisors, LLC, and its successors in interest and assigns,
or any successor special servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related
Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and as the context
may require.


 


“Special
Servicer Decision”: Collectively:


 


(a)          approving
leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements or other
similar agreements for leases


 



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in
excess of the lesser of 30,000 square feet and 30% of the net rentable area of the related Mortgaged Property, so long as it is
considered a “major lease” or otherwise reviewable by the lender under the related Mortgage Loan documents;


 


(b)          approving
any waiver regarding the receipt of financial statements (other than immaterial timing waivers);


 


(c)          approving
annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments to affiliates
of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage
Loan (excluding any Non-Serviced Mortgage Loans) or Serviced Whole Loan);


 


(d)         agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan (other than Non-Serviced Mortgage Loans) or Serviced
Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i)
a waiver of a Mortgage Loan event of default, (ii) a modification of the type of defeasance collateral required under the related
Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States of America
would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the related Mortgage
Loan documents do not otherwise permit such principal prepayment; provided that the foregoing is not otherwise a Major Decision;


 


(e)         any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves with respect to any of the Mortgage Loans or Serviced
Whole Loans, but excluding (subject to clause (f) below), as to Mortgage Loans and Serviced Whole Loans which are non-Specially
Serviced Loans, any routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related
criteria or lender discretion is not required or permitted pursuant to the terms of the related loan documents (for the avoidance
of doubt, other than as set forth in clause (f) below, any request with respect to a Mortgage Loan or Serviced Whole Loan that
is a non-Specially Serviced Loan for the funding or disbursement of ordinary course impounds, repair and replacement reserves,
lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with
the loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and Special Servicer, will
not constitute a Special Servicer Decision;


 


(f)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit in the case of
certain Mortgage Loans (but excluding Non-Serviced Whole Loans) whose escrows, reserves, holdbacks and related letters of credit
exceed, in the aggregate (but excluding tax and insurance escrows), at the related origination date, 10% of the initial principal
balance of such Mortgage Loan (which Mortgage Loans are identified on Schedule 3 to this Agreement), except for the routine
funding of tax payments and insurance premiums when due and payable (provided the Mortgage Loan is not a Specially Serviced Mortgage
Loan);


 



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(g)          in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage Loan documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to incur additional
debt in accordance with the terms of the related Mortgage Loan documents;


 


(h)          in
circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Mortgage
Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special
Servicer Decisions will not include (i) the release, substitution or addition of collateral securing any Mortgage Loan (other
than Non-Serviced Mortgage Loans) or Serviced Whole Loan in connection with a defeasance of such collateral; or (ii) that are
related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged
Property; provided that such release or substitution or addition of collateral is not a Major Decision;


 


(i)           approving
easements or rights of way that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to
make payments with respect to the related Mortgage Loan; and


 


(j)           approving
any requests for modification or amendment of a ground lease or entry into a new ground lease;


 


provided,
however, that notwithstanding the foregoing, “Special Servicer Decision” shall not include any matter listed
in the foregoing clauses (a) through (j) requested with respect to a Non-Specially Serviced Loan if the Master Servicer
and the Special Servicer have mutually agreed, as contemplated by Section 3.18(a) that the Master Servicer will process
such matter with respect to such Non-Specially Serviced Loan. If the Master Servicer and Special Servicer mutually agree that
the Master Servicer will process a Special Servicer Decision, the Master Servicer shall obtain the Special Servicer’s prior
consent to such Special Servicer Decision and the Master Servicer and Special Servicer shall each be entitled to 50% of any fee
paid in connection with such Special Servicer Decision.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan),
the fee payable to the Special Servicer pursuant to Section 3.11(b).


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan on a loan-by-loan basis (other than
a Non-Serviced Mortgage Loan), (a) 0.25% per annum computed on the basis of the Stated Principal Balance of the
related Mortgage Loan (including any REO Loan) and Companion Loan, in the same manner as interest is calculated on the Specially
Serviced Loans or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially
Serviced Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be
less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO
Property shall be such higher per annum rate as would result in


 






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a
Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Property.


 


“Specially
Serviced Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 


“Starwood
Capital Extended Stay Portfolio Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of August 18, 2015,
by and between the holder of the Starwood Capital Extended Stay Portfolio Companion Loans and the holder of the Starwood Capital
Extended Stay Portfolio Mortgage Loan, relating to the relative rights of such holders of the Starwood Capital Extended Stay Portfolio
Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


“Starwood
Capital Extended Stay Portfolio Mortgage Loan”: With respect to the Starwood Capital Extended Stay Portfolio Whole Loan,
the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is designated
as promissory notes A-2 and A-3, and is pari passu in right of payment with the Starwood Capital Extended Stay Portfolio
Companion Loans to the extent set forth in the Starwood Capital Extended Stay Portfolio Co-Lender Agreement.


 


“Starwood
Capital Extended Stay Portfolio Mortgaged Property”: The Mortgaged Properties that secure the Starwood Capital Extended
Stay Portfolio Whole Loan.


 


“Starwood
Capital Extended Stay Portfolio Companion Loans”: With respect to the Starwood Capital Extended Stay Portfolio Whole
Loan, the Companion Loans evidenced by the related promissory notes made by the related Mortgagor and secured by the Mortgage
on the Starwood Capital Extended Stay Portfolio Mortgaged Property, which are not included in the Trust and which are each pari
passu in right of payment with the Starwood Capital Extended Stay Portfolio Mortgage Loan to the extent set forth in the Starwood
Capital Extended Stay Portfolio Co-Lender Agreement.


 


“Starwood
Capital Extended Stay Portfolio Whole Loan”: The Starwood Capital Extended Stay Portfolio Mortgage Loan,. together with
the Starwood Capital Extended Stay Portfolio Companion Loans, each of which is secured by the same Mortgage on the Starwood Capital
Extended Stay Portfolio Mortgaged Property. References herein to the Starwood Capital Extended Stay Portfolio Whole Loan shall
be construed to refer to the aggregate indebtedness under the Starwood Capital Extended Stay Portfolio Mortgage Loan and the Starwood
Capital Extended Stay Portfolio Companion Loans.


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
Cut-off Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance
of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of
substitution, whether or not received) minus (y) the sum of:


 



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(i)          the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor as of the Determination
Date for, or advanced by the Master Servicer for, the most recent Distribution Date coinciding with or preceding such date of
determination;


 


(ii)         all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, the Due Date in the related month of substitution) and on or prior to the Determination Date for the most recent
Distribution Date coinciding with or preceding such date of determination;


 


(iii)        the
principal portion of all Insurance and Condemnation Proceeds and Liquidation Proceeds received with respect to such Mortgage Loan
after the Cut-off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution)
and on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of determination;
and


 


(iv)        any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred on or prior to the Determination Date
for the most recent Distribution Date coinciding with or preceding such date of determination.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, an amount equal to (x) the
Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus (y) the
sum of:


 


(i)          the
principal portion of any P&I Advance made with respect to such REO Loan for each Distribution Date coinciding with or preceding
such date of determination; and


 


(ii)         the
principal portion of all Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues received with respect to such
REO Loan on or prior to the Determination Date for the most recent Distribution Date coinciding with or preceding such date of
determination.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such


 



    	-104-



    	 



    

 


date.
On any date of determination, the Stated Principal Balance of each Whole Loan shall be the sum of the Stated Principal Balances
of the related Mortgage Loan and the related Companion Loan on such date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor
Agreement.


 


“Statement
to Certificateholders”: As defined in Section 4.02(a).


 


“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 market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicer, the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subordinate
Certificate”: Any Class X-D, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificate.


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to
the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the
Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal
and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans
are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving
Entity”: As defined in Section 6.03(b).


 



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“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective
classification as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue
Service Form 1099, as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together with any and
all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal
Revenue Service or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State
and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using the Retained Fee
Rate, which is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “CSAIL 2016-C5 Commercial Mortgage
Trust”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest
therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest


 






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therein);
(vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s interest therein); (vii) any
letters of credit, indemnities, guaranties or lease enhancement policies given as additional security for any related Mortgage
Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund
and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the Collection Account
(to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent
of the Trust’s interest in such Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest
in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the
extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase
Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit Amount;
and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


“Trust
REMIC”: as defined in the Preliminary Statement.


 


“Trustee”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Credit Suisse Securities (USA) LLC, Drexel Hamilton, LLC, Jefferies LLC and Mischler Financial Group, Inc.


 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


“United
States Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance
was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following: (a) all
Principal Prepayments received on the Mortgage Loans during the applicable one-month period ending on the related Determination
Date (or, in


 



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the
case of a Non-Serviced Mortgage Loan, received by the Master Servicer during such period as would allow inclusion in the Available
Funds for such Distribution Date) and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation
Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Properties during the applicable
one-month period ending on the related Determination Date (or, in the case of a Non-Serviced Mortgage Loan, received by the Master
Servicer during such period as would allow inclusion in the Available Funds for such Distribution Date), but in each case only
to the extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant
to Section 4.03 in respect of a preceding Distribution Date; provided, that all such Liquidation Proceeds and
Insurance and Condemnation Proceeds shall be reduced by any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees payable
as of the date of receipt of such proceeds, any amount related to the Loss of Value Payments to the extent that such amount was
transferred into the Collection Account during the applicable one-month period ending on the related Determination Date, accrued
interest on Advances and other additional Trust Fund expenses incurred in connection with the related Mortgage Loan and payable
as of the date of receipt of such proceeds, thus reducing the Unscheduled Principal Distribution Amount.


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the registered Holders of CSAIL 2016-C5 Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, Upper-Tier REMIC Distribution Account”. Any such account
or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or 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).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 0% in the case


 



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of
the Class Z and Class R Certificates, (ii) 2% in the case of the Class X-A, Class X-B, Class X-D, Class X-E, Class X-F
and Class X-NR Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination)
and (iii) in the case of any Class of Principal Balance Certificates (or, with respect to a vote of Non-Reduced Certificates,
in the case of any Class of Non-Reduced Certificates), a percentage equal to the product of 98% and a fraction, the numerator
of which is equal to the Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove
the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant to Section 3.26(j),
taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates
pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution Date immediately
preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with
any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating
Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Appraisal
Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates
(or, if with respect to a vote of Non-Reduced Certificates, the aggregate of the Certificate Balances of all Classes of the Non-Reduced
Certificates), each determined as of the Distribution Date immediately preceding such time. None of the Class R or Class Z Certificates
will be entitled to any Voting Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) and REO Mortgage Loans as of the first day of the related
Collection Period, weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution
Date (or, in the case of the initial Distribution Date, as of the Closing Date).


 


“WFCM
2015-C31 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2015, among
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as special servicer, Trimont Real Estate Advisors, LLC, as trust
advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian and Wilmington
Trust, National Association, as trustee, entered into in connection with the issuance of the Commercial Mortgage Pass-Through
Certificates, Series 2015-C31.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole
Loan”: Any of (i) the Avalon Apartments Whole Loan, (ii) the FedEx Brooklyn Whole Loan, (iii) the GLP Industrial
Portfolio A Whole Loan, (iv) the Sheraton


 



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Lincoln
Harbor Hotel Whole Loan and (v) the Starwood Capital Extended Stay Portfolio Whole Loan.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on
or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan, a rate equal to the lesser of (a) 1.0% of each collection (other
than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be
paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other
than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment Date,
received on each Corrected Loan for so long as it remains a Corrected Loan and (b) such lower rate as would result in a Workout
Fee of $1,000,000 assuming the Corrected Loan remains outstanding and pays in accordance with its terms through maturity (or,
if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000, then the Workout Fee
Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 assuming the Corrected Loan remains
outstanding and pays in accordance with its terms through maturity).


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or REO Loan, the yield maintenance charge or prepayment premium
set forth in the related Mortgage Loan documents.


 


“YM
Group”: YM Group A or YM Group B, as applicable.


 


“YM
Group A”: Collectively, the Class A Certificates and the Class X-A Certificates.


 


“YM
Group B”: Collectively, the Class B, Class C, Class D, Class X-B and the Class X-D Certificates.


 




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   Section 1.02          Certain
Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall apply:


 


 


(i)          All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)         Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan on which interest accrues.


 


(iii)        Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a) any
distributions made with respect to such Class of Principal Balance Certificates on such Distribution Date pursuant to Section 4.01(a)
and (c), (b) any Realized Losses allocated to such Class of Principal Balance Certificates on that Distribution
Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances
(plus interest thereon) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted
in a reduction of the Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates,
and added to the Certificate Balance pursuant to Section 4.04(a).


 


(iv)       All
net present value calculations and determinations made with respect to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property
or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made, in the event
the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments on a Mortgage Loan
or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special Servicer, the highest of (x) the rate
determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable
by the related Mortgagor(s) on similar non-defaulted debt of such Mortgagor(s) as of such date of determination, (y) the
Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal balance
and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property.


 


(v)        Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent


 






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such
Intercreditor Agreement refers to this Agreement for the application of trust expenses or such Intercreditor Agreement does not
prohibit the following application of trust expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and
pari passu, to the Trust and Serviced Pari Passu Companion Loan in accordance with the respective Stated Principal Balances
of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan or (ii) with respect to any AB Whole Loan,
first, to the related AB Subordinate Companion Loan and then, to the Trust.


 


[End
of Article I]


 


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


   Section 2.01          Conveyance
of Mortgage Loans. (a)  The Depositor, concurrently with the execution and delivery hereof, does hereby establish
a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse,
for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title
and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the
Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (excluding Section 5(e) and
5(f)), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c), 6(e), 6(g), 6(h), 6(i), 11, 12, 16, 17, 18, 20,
21 and 22 of each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor Agreements, and (iv) all other assets
included or to be included in the Trust Fund. Such assignment includes all interest and principal received or receivable on or
with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable on the
Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off Date; (iii) 
with respect to those Mortgage Loans that were closed in January or February 2016 but have their first Due Date in March 2016,
any interest amounts relating to the period prior to the Cut-off Date; and (iv) the Interest Deposit Amount). The transfer of
the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07,
is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 1, 2, 3, 4,
5 (excluding Section 5(e) and 5(f), 6(a) (excluding clauses (viii), (ix) and (x) of Section 6(a)), 6(c), 6(e), 6(g),
6(h), 6(i), 11, 12, 16, 17, 18, 20, 21 and 22 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee
get the benefit of Sections 11, 12 and 17 thereof in connection with any exercise of rights under the assigned Sections,
and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 11, 12 and 17 in connection
therewith.


 


(b)        In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters
of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned, with copies
to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit, which are to be originals); provided,
however,


 






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that
copies of any document in the Mortgage File that also constitutes a Designated Servicing Document shall be delivered to the Master
Servicer (other than with respect to a Non-Serviced Mortgage Loan) on or before the Closing Date. If the applicable Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements
of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iv), (vii) (if recorded), (ix) and (x) of the definition
of “Mortgage File” (or, if applicable, a copy thereof) 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, or will be delivered within 10 Business Days of the Closing Date, for filing or recordation, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied on a provisional basis as of the Closing 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 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 the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted
for filing or recording) is delivered to the Custodian on or before the Closing Date, and either the original of such non-delivered
document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable
title insurance company, in the case of the documents and/or instruments referred to in clause (ii) of the definition
of “Mortgage File”, 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 Custodian within one hundred-eighty (180) days of the Closing Date (or within
such longer period, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the
applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90)
days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public
filing office or county recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required
to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to
in clauses (ii), (iv), (vii) (if recorded), (ix) and (x) (or, if applicable, a copy thereof)
of the definition of “Mortgage File,” with evidence of filing or recording thereon, for any other reason, including,
without limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied 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 File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon
and certified in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage
File” by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete
copy of the original thereof submitted for recording) is delivered to the Custodian on or before the Closing Date. Neither the
Trustee nor any Custodian shall in any way be liable


 






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for
any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next
sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable
for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii),
clause (v) (to the extent not already assigned pursuant to clause (iii)) or clause (x) of
the definition of “Mortgage File” solely because of the unavailability of filing or recording information as to any
existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect
to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H;
provided that all required original assignments with respect to such Mortgage Loan, (in fully complete and recordable form
or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after
the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long
as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety
(90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate
public filing office or county recorder’s office the applicable filing or recording information as to the related document
or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such
assignments shall be subject to clause (e) of the final proviso to the definition of “Mortgage File” herein.
If, in accordance with the related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement,
as to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable,
any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v) (to the extent
not already assigned pursuant to clause (iii)) or clause (x) of the definition of “Mortgage File”,
such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such Mortgage
Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or filing
information not yet available) to be sent for recording or filing; provided that an original or copy of such assignment
(with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by
Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit
referred to in clause (xii) of the definition of “Mortgage File” and relating to a Serviced Mortgage Loan,
the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled
in the name of, or assigned to, “KeyBank National Association, as Master Servicer, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of registered holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-C5, and a copy to the Custodian or, if such original has been submitted by the applicable
Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the
beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master
Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the
related Mortgage Loan documents, as applicable) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the


 






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delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to
any letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate of the applicable Mortgage
Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate
from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of
which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is not
in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the
appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within thirty
(30) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be
drawn by the Master Servicer on behalf of the Trust.


 


(c)        Pursuant
to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller
is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment
of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage
Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording,
as the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver
one (1) omnibus assignment for all such Mortgage Loans to the Custodian as provided in Section 2.01(b). Except under
the circumstances provided for in the last sentence of this subsection (c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan
Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to
be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any
such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be,
because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related


 






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Mortgage
Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be,
and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt
thereof cause the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian
has not received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related
Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the
related Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory
to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records
of each applicable jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the
Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation
of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable,
shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request
the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement
Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental
office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement
to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage
File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,”
in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage
Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s
interest in the related Mortgage Loan, against sale, further assignment, satisfaction or discharge by the related Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)        All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5)
Business Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit
of the Certificateholders and, if applicable, on behalf of the related Companion Holder. Such documents and records shall be any
documents and records (with the exception of any items excluded under the immediately preceding sentence) that would otherwise
be a part of the Servicing File.


 






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(e)         In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to
the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)          The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer) for
deposit into Servicing Accounts.


 


(g)        With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as “Sheraton Lincoln Harbor Hotel”, “Holiday
Inn Austin”, “Holiday Inn Express Atlanta NE I-85 Clairmont”, “Comfort Inn Lumberton”, “Stony
Creek Portfolio – Hampton Inn” and “Stony Creek Portfolio – Sleep Inn” on the Mortgage Loan Schedule,
which are each subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller
that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trust or
otherwise have a new comfort letter issued in the name of the Trust, the related Mortgage Loan Seller or its designee will be
required to provide any such required notice or make any such required request to the related franchisor (with a copy of such
notice or request to the Master Servicer) within 45 days of the Closing Date (or any shorter period if required by the applicable
comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such
replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under
the existing comfort letter).


 


(h)        Each
Mortgage Loan Purchase Agreement shall provide that no
later than sixty (60) days after the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor a certificate (with a copy
(which may be sent by email) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Asset Representations Reviewer and the Operating Advisor) certifying that the electronic copies of the Diligence
File uploaded to the Designated Site contain all documents and information required under the definition of “Diligence File”
and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably agreed to by
the Depositor and the Mortgage Loan Seller (the “Diligence File Certificate”).


 


   Section 2.02          Acceptance
by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it
or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse
claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with


 






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respect
to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or a Custodian
on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan
Sellers that constitute the Mortgage Files, and (b) that it holds and will hold such other assets included in the Trust Fund,
in trust for the exclusive use and benefit of all present and future Certificateholders and, with respect to any original document
in the Mortgage File for a Serviced Whole Loan, for any present or future Companion Holder (and for the benefit of the Trustee
as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery
of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost
note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01
and of this Section 2.02.


 


(b)        Within
sixty (60) days of the Closing Date, the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than
sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing
to each of the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder and
the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full)) that, except as specifically identified in any exception report annexed to such writing (the “Custodial
Exception Report”), (i) subject to the final proviso of the definition of “Mortgage File” herein and
Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required
Officer’s Certificate), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.
With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage
Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan
Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by the related
Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s
office).


 


(c)         The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein and
Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession,


 






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(ii) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and relate to such Mortgage Loan and (iii) based on such examination and
only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)        Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material
Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix)
in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related
documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part
of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement,
the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to
any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer
may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event,
permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with
the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection
Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage
Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or
letter of credit, as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines
and notifies the Master Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the
Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller,
or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below
in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding
the two immediately preceding sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate
Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect
to which such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or
remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related
Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate
significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related
Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 6
of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be
required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with
any applicable extension period) if it is attempting to recover the document from the applicable filing or recording office and
provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such
recovery. In the event of a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that
the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d),
the


 






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Master
Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection
Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of
such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in
accordance with Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted
Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside
reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially
owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for
any taxes payable on income or gain with respect thereto.


 


(e)         It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xvii) of the definition
of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other
Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable,
duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose
or that they are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation,
whether all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable
replacement document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing
Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered
to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings
and the certification to be delivered in accordance with this Section 2.02 that the related Mortgage File should include
one state level UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two
or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing
Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing,
that the related Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with
respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are
named as debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to
the Trust will be delivered on the new national forms (or on such other form as may be acceptable for filing or recording in the
applicable jurisdiction) and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the
jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated in the documents provided,
and in accordance with then-current laws.


 


(f)         If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any


 






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material
respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each,
a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage
Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all
Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity,
the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but are out
for recording or filing and have not been returned by the recorder’s office or filing office).


 


(g)        If
the Master Servicer or the Special Servicer (i) receives any request or demand for repurchase or replacement of a Mortgage
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 Master 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 any rejection
of a Repurchase Request (or such a Repurchase Request is forwarded to the Master Servicer or Special Servicer by another party
hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup”
hard copy of such notice is also delivered on or prior to the next Business Day) of such Repurchase Request or withdrawal or rejection
of a Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the
case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase
Request Recipient’s receipt thereof.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Request is received
by the Repurchase Request Recipient or the date any withdrawal of the Repurchase Request is received by the Repurchase Request
Recipient, 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. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice
provided pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers 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 2.02(g) 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 Mortgage 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, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such
Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating
to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is
a ‘Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 requiring action by you as the
‘Repurchase Request Recipient’ thereunder.” Upon receipt of such Repurchase Request by the Master Servicer or
the Special Servicer, as applicable, 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 2.02(g) with respect to such Repurchase
Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth
in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received
or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall
give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received
by the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian shall
also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer
(with respect to Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify
the Depositor of such repurchase or replacement.


 


   Section 2.03          Representations,
Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby represents and warrants
that:


 


(i)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)         Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable


 






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against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)        The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement, except those which, if not obtained, will not
have a material adverse effect on the validity or enforceability against the Depositor of this Agreement or on the ability of
the Depositor to perform its obligations under this Agreement;


 


(iv)        There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)         The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


   (b)        If
any Certificateholder, the Directing Certificateholder, the Master Servicer, the Special Servicer, the Certificate Administrator,
Operating Advisor (solely in its capacity as Operating Advisor) or the Trustee discovers (without implying any duty of such person
to make, or to attempt to make, such a discovery) or receives notice alleging a Material Defect in any Mortgage File, such Certificateholder,
the Directing Certificateholder, the Master Servicer, the Special Servicer, the Trustee, Operating Advisor (solely in its capacity
as Operating Advisor) or the Certificate Administrator, as applicable, shall give prompt written notice of such Material Defect
to the Depositor, the Master Servicer, the Special Servicer, the applicable Mortgage Loan Seller, the Trustee, the Certificate
Administrator, the Operating Advisor (solely in its capacity as Operating Advisor) and, prior to the occurrence of a Consultation
Termination Event, the Directing Certificateholder, and the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced
Loan) or Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing
that the applicable Mortgage Loan Seller, not later than ninety (90) days after (i) except in the case of the succeeding
clause (ii), the applicable Mortgage Loan Seller’s discovery of the Material Defect or receipt of such notice
or


 






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(ii) in
the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage
Loan to be treated as a qualified mortgage, the earlier of (x) the discovery by the Mortgage Loan Seller or any party to
this Agreement of such Material Defect or (y) receipt of notice of a discovery of such Material Defect from any party to
this Agreement by the Mortgage Loan Seller, (such ninety (90) day period, the “Initial Cure Period”), (A) cure
such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any
related reasonable additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the
affected Mortgage Loan or REO Mortgage Loan at the applicable Purchase Price and in conformity with the applicable Mortgage Loan
Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to
any Mortgage Loan that is part of a Whole Loan, for which no substitution will be permitted) for such affected Mortgage Loan or
REO Mortgage Loan, and pay any Substitution Shortfall Amount in connection with such substitution (provided that in no
event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for
deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable
Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with respect to a Material Defect
resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s
title insurance required pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen
(18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial
Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material
Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing
immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure
Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding
any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect
to any Mortgage Loan that is part of a Whole Loan, for which no substitution will be permitted) and pay any Substitution Shortfall
Amount in connection with such substitution) and provided, further, that with respect to such Extended Cure Period
the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator
(who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer,
the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
of a Consultation Termination Event), the Directing Certificateholder, setting forth the reason such Material Defect is not capable
of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with
the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within
the Extended Cure Period. Notwithstanding the foregoing, any Material Defect which causes any Mortgage Loan not to be a “qualified
mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations
Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially
and adversely affect the interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s
right to cure such Material Defect


 






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during
the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period
described in the preceding sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase
Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into
the Collection Account.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special
Servicer on behalf of the Trust and that such cash payment would be deemed sufficient to compensate the Trust for such Material
Defect (and, with respect to any Mortgage Loan other than an Excluded Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. The Loss of Value Payment shall include the
portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees
and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. If such
Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and
the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise
cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.
This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the
Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans)
on behalf of the Trust, provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude
the Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising any of its rights related
to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03
(excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss
of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a
result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of the
Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective mortgage loan to be
treated as a qualified mortgage) may not be cured by a Loss of Value Payment.


 


With
respect to any Non-Serviced Mortgage Loan, if any “Material Defect” (or analogous term) exists under the related Non-Serviced
PSA, and if the applicable Mortgage Loan Seller (or other responsibly party) repurchases the Non-Serviced Companion Loan securitized
thereunder from the trust created pursuant to such Non-Serviced PSA, then the related Mortgage Loan Seller shall promptly repurchase
such Non-Serviced Mortgage Loan at the applicable Purchase Price; provided, however, that the foregoing shall not
apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.


 


If
any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to


 






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bear
the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then the related
Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust
(by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of
such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable pursuant to Section 12.02(b)
to the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset
Review of such Mortgage Loan; provided, however, that in the event any such costs and expenses exceed $10,000, the
related Mortgage Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided
above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage
Loan Seller shall remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller
shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by
the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion of the cure payment made by
the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned
to the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after
the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust
on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special
Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and
are to be remitted by the Master Servicer or the Special Servicer to the applicable Mortgage Loan Seller effecting the related
repurchase or substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage
Loan Purchase Agreement, no delay in either the discovery of a Material Defect shall relieve the applicable Mortgage Loan Seller
of its obligation to repurchase if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or
this Article II unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such
Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement,
or this Agreement, to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this
Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of
the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury regulations Section
1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage and (iv) such delay precludes such Mortgage
Loan Seller from curing such Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the


 






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affected
Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents
(and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any,
set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that
such release would not (A) cause either Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon
either Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)         Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a “Defect” and to be conclusively presumed to materially and adversely affect the interests
of Certificateholders in a Mortgage Loan (but solely with respect to clause (a)) and to be deemed to materially and
adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan: (a) the absence from the Mortgage
File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a
copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original
signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage
with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that
the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause (viii)
of the definition of Mortgage File; (d) the absence from the Mortgage File of any intervening assignments required to
create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either
a copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from the
related Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable;
(e) the absence from the Mortgage File of any required letter of credit (except as permitted under Section 2.01(b));
or (f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original,
if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously described
in subclauses (a) through (f) of this Section 2.03(c)) shall be considered to materially and adversely
affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or
Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement
of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or
third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect
relating to any Non-Serviced Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c)
shall be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice
of such Defect, is unable to produce a copy of the document with respect to which the Defect exists within a reasonable period
after receiving such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered,
in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding
the foregoing, the delivery of executed escrow instructions


 






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or
a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of Mortgage File herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered
a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen
(18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied
with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that
the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File
or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact
that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant
to Section 6(e) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall
be liable for any such loss to the extent provided for in Section 8.01 hereof.


 


(d)        In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged communications), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable
Mortgage Loan Seller in the same manner as provided in Section 6 of the related Mortgage Loan Purchase Agreement and, if
applicable, the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial
ownership of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any
insurance policy with respect thereto) and the related Mortgage Loan documents.


 


(e)         Section 6
of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Defect in a Mortgage File or any Breach of any representation
or warranty with respect to a Mortgage Loan set forth in or required to be made pursuant to Section 6 of any of the Mortgage
Loan Purchase Agreements.


 


(f)          The
Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans)
shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests), enforce the
obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, if any, shall be carried out in accordance with the Servicing Standard. Any
costs incurred by the Master Servicer or the Special Servicer with respect to the enforcement of the obligations of the applicable
Mortgage Loan Seller under the applicable Mortgage Loan


 






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Purchase
Agreement shall, to the extent not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the
extent not otherwise provided for herein. The Master Servicer or the Special Servicer, as applicable, shall be reimbursed for
the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’
fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the
related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion
of such enforcement action it is determined that the amounts described in clauses first and second are
insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit
in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid
pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)         If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach, which also constitutes a default under the
related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right, and shall be subrogated to
the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses from the related Mortgagor;
provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g) shall
be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicer
and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including, without
limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees
owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the Trust, the
Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or, with respect to a Specially Serviced
Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent
consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage
Loan Seller; provided, however, that the Master Servicer or, with respect to a Specially Serviced Loan, the Special
Servicer, determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions by it will
not impair the Master Servicer’s and/or the Special Servicer’s collection or recovery of principal, interest and other
sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; provided,
further, that the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, may waive the collection
of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)         [Reserved]


 


(i)          [Reserved]


 


(j)          [Reserved]


 


(k)         (i) 
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable


 






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Mortgage
Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth the basis for such
allegation (a “Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder
Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement. Subject to Section 2.03(l),
the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced
Loans) (the “Enforcing Servicer”) shall be the Enforcing Party with respect to the Repurchase Request.


 


(ii)         In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage Loan,
that party shall deliver prompt written notice of such Material Defect to each other party to this Agreement identifying the applicable
Mortgage Loan and setting forth the basis for such allegation (an “PSA Party Repurchase Request” and, either
a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”) and the
Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans)
will be required to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. Prior to the occurrence
of a Resolution Failure, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to Specially Serviced Loans) shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage
Loan Seller with respect to a PSA Party Repurchase Request.


 


(iii)        In
the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request
(a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply. 
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller.


 


After
the Dispute Resolution Cut-off Date, if no Certificateholder or Certificate Owner has become a Requesting Certificateholder, no
Certificateholder or Certificate Owner shall have the right to elect to refer the Repurchase Request to mediation or arbitration
and the Enforcing Servicer, as the Enforcing Party, shall be the sole party entitled to enforce the Trust’s rights against
the related Mortgage Loan Seller, subject to the consent or consultation rights of the Directing Certificateholder pursuant to
Section 6.08.


 


(l)          (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer will be required
to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any,
to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
(which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com) who shall make such notice available
to all other Certificateholders and Certificate Owners (by posting such notice on the Certificate Administrator’s Website)
indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed
Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate their agreement with or
dissent from such Proposed


 






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Course
of Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within
30 days of the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration,
(b) a statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall
be compelled to follow the course of action agreed to and/or proposed by the majority of the responding Certificateholders that
involves referring the matter to mediation or arbitration, as the case may be, (c) a statement that responding Certificateholders
will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked
“agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions
for responding Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator.
If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing
further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial
Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer
the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended
course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the
Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does
not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder,
if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary
Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on
the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent
to exercise its right to refer the matter to either mediation or arbitration. In the event any Certificateholder or Certificate
Owner delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other
Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses
shall be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action. The Certificate
Administrator shall within three (3) Business Days after the expiration of the 30-day response period, tabulate the responses
received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only
count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional
verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be limited solely to tabulating Certificateholder responses of
“agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to
impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders.


 


(ii)         If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate


 






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Owner
shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole
party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller, subject to the consent or consultation
rights of the Directing Certificateholder pursuant to Section 6.08.


 


(iii)        Promptly
and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial
Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) and
(b), a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each
Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including
nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute
Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer
as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed
no later than 10 Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than 5 Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer
the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)        If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to enforce the rights of the Trust with respect to the Repurchase Request and no Certificateholder or Certificate
Owner shall have any further right to elect to refer the matter to mediation or arbitration.


 


(v)         If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders will be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer,
then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or
Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement, and


 






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(iii)
if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then
the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s
rights against the related Mortgage Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) will not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)      In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller.


 


   (m)    If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)          The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
(such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)         The
mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and
who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at
least ten potential mediators by the Mediation Services Provider each party will have the right to exercise two peremptory challenges
within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider
shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)        The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business
Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(iv)        The
expenses of any mediation will be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


   (n)      If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)          The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller (such provider, the


 






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“Arbitration
Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”)
promulgated by the Arbitration Services Provider.


 


(ii)         The
arbitrator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and
who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at
least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services
Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties
to the extent possible.


 


(iii)        Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)        After
consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator
shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of
expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of
Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post
hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)         Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good
faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably
and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions
(excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the
ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause
is shown that such additional discovery is reasonable and necessary.


 


(vi)        The
arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any
post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those
agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the
Prime Rate. In its


 






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final
determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost
of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the
parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall
be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination
of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under
federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)       By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)      No
person may bring a putative or certificated class action to arbitration.


 


   (o)      The
following provisions will apply to both mediation and third-party arbitration:


 


(i)          Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)         If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then in the Supreme Court of the State of New
York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)        The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and will not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly
notify the other party to the resolution procedure and will provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 






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(iv)        In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided that
no Consultation Termination Event has occurred and is continuing), and in accordance with the Servicing Standard. All amounts
recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection
Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached
in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder.


 


(v)         In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)        The
Trust (or the Enforcing Servicer or the Trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that the Certificateholders
shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06.


 


(vii)       For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect
to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


 


(viii)      Any
out-of-pocket expenses required to be borne by the Enforcing Servicer in a mediation or arbitration shall be reimbursable as trust
fund expenses.


 


   Section 2.04          Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage Files and a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the
other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and in exchange
for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt of which is
hereby acknowledged, the Trustee (i) acknowledges the issuance of the Lower-Tier


 






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Regular
Interests and the Class LR Interest to the Depositor; (ii) acknowledges the creation of the Grantor Trust (as described
in Section 2.05 below); and (iii) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests
to the Upper-Tier REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests (and together
with, in the case of the Class Z Certificates, the Depositor’s interest in the Grantor Trust), the Trustee acknowledges
that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar
to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular
Certificates, the Class Z Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or
its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC
(and, (y) in the case of the Class Z Certificates, the beneficial ownership of the Grantor Trust, and (z) in the case
of the Class R Certificates, the Class LR Interest and the Class UR Interest).


 


Section 2.05          Creation
of the Grantor Trust. The Class Z Certificates are hereby designated as undivided beneficial interests in the portion of the
Trust Fund consisting of the Class Z Specific Grantor Trust Assets, which portion shall be treated as a grantor trust within the
meaning of subpart E, part I of subchapter J of the Code.


 


[End
of Article II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01          The
Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer shall service and
administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and the REO Properties
(other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated to service
in accordance with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in the best interests
of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders
and the Trustee, in each case, as a collective whole, taking into account the subordinate or pari passu nature of such
Companion Loans, as the case may be (as determined by the Master Servicer or Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any
Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans
and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature of the Companion
Loan, as the case may be. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the
related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the
Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the
terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate
the Servicing Standard or the REMIC Provisions.


 






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To
the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the following standards
of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer
or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios
and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case
may be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may
be, with a view to the (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced
Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest
on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust
and the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and in the case
of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole
as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single lender), taking into
account the subordinate or pari passu nature of the related Companion Loan), as determined by the Master Servicer or the
Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and
usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan
servicers, but without regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the
Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any Affiliate
of such Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan
or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate
debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special
Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the
Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its services
and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or
management for others of (a) the Non-Serviced Mortgage Loans and the Non-Serviced Companion Loans or (b) any other mortgage
loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special
Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including,
without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion Loan
the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation
of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase, substitute or make a Loss
of Value Payment for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or any of their
respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 




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The
Master Servicer and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer
(i) any Mortgage Loans (other than the Non-Serviced Mortgage Loans), any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided
herein with respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other
than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make
all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced
Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred
and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services
with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or
failure by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master
Servicer, will not have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of
its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, will not have any responsibility for
the performance by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage
Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of
the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any
Major Decision or Special Servicer Decision by the Special Servicer in accordance with the terms of this Agreement and (ii) Section 3.19,
the Master Servicer shall be obligated to service and administer any Non-Specially Serviced Loan or any related Serviced Companion
Loan. The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements,
budgets, operating statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged
Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After notification to the Master
Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer
to collect required financial information have been unsuccessful or any other issues remain unresolved. Such contact shall be
coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed as an express
or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the
Mortgage Loans or any related Serviced Companion Loan or shall be construed to impair or adversely affect any rights or benefits
provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing
Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance
by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not
as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans
or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master


 



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Servicer
or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)          
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans or any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in
the case of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be
done any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary
or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own
name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan, any related Serviced
Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and
related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers,
amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all
instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial
or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to
initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except
as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer
(with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing
any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10,
the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney
in the form of Exhibit R attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer
or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer
or the Special Servicer any powers of attorney substantially in the form of Exhibit R attached hereto (or such other
form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents
necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing
and administrative duties hereunder; provided, however, that the Trustee shall not be held responsible or liable
for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any such power
of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary, the Master
Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s


 



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name
without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless
prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so
prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as applicable,
shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding
(or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable,
made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to
obtain the Trustee’s consent or indicate the Master Servicer’s or Special Servicer’s, as applicable, representative
capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered
to do business in any state.


 


(c)
          To the extent the Master Servicer
is permitted pursuant to the terms of the related Mortgage Loan documents, Companion Loan documents (including any related Intercreditor
Agreement) to exercise its discretion with respect to any action which requires Rating Agency Confirmation from each Rating Agency
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such Rating
Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation
or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25), the Master Servicer shall not waive the requirement that such
costs and expenses be borne by the related Mortgagor. To the extent that the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) are silent as to who bears the costs of any Rating Agency Confirmation
or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to have the
Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for the payment of such costs and expenses
out of pocket other than as a Servicing Advance.


 


(d)          
The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 






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(e)           
The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan
documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)           
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each
Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the
Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders
shall be the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground
Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the
leasehold mortgagee and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit
of the Certificateholders. If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan
Seller has notified the provider of such letter of credit pursuant to clause (x) of the immediately preceding sentence,
such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or Special Servicer in connection
with making a draw under such letter of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable Mortgage
Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement.
If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the
related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable
efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan
Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses
as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications
to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer shall have any liability
for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)          
Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable)
make an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is
no longer included in the Trust Fund.


 


(h)          
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any
party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 






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(i)            
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect
to any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan,
in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan or (ii) with respect to any AB Whole Loan, first, by the related AB Subordinate Companion Loan
and then, by the Trust.


 


(j)           
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required
under the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder
(but not with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until
such time as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with
respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken
or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing
with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust
Fund shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the
date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of
any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then
for so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the
Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole
Loan within three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is
necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business
Day. With respect to Servicing Advances made by any Other Servicer as contemplated in the proviso to the preceding sentence, the
Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage
Loans and REO Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same
manner and on the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related


 



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Non-Serviced
Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect
thereto under the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special
Servicer) shall use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder
of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)          
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related
Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement,
(i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer
and Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related
Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related
Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement,
the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such
time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance
with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement
would not result in a downgrade, qualification or withdrawal of the then current ratings of any Class of Certificates then outstanding.


 


(m)         
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced
Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related
Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)          
In connection with the securitization of the FedEx Brooklyn Companion Loan, while it is a Serviced Companion Loan, upon
the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use
reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide
information relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate,
for inclusion in any disclosure document(s) relating to such Other Securitization.


 


Section 3.02          
Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the Special Servicer shall
use reasonable efforts consistent with the Servicing Standard to collect all payments called for under the terms and provisions
of the Mortgage Loans and the Companion Loans it is obligated to service hereunder, and shall follow


 



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such
collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided
that with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance
with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement
action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection,
until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive
of any portion representing accrued Excess Interest) has been paid in full); provided, further, that the Master
Servicer or Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow
to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable,
may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan and Companion Loan
that it is obligated to service hereunder.


 


(b)          
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts
due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related
Mortgage Loan documents (including any related Intercreditor Agreement), all amounts collected by or on behalf of the Trust in
respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion
Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional Trust
Fund expenses;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the other Mortgage Loans (as described in the first proviso in the
definition of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest on such
Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual
period, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated
as recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates;


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan then
due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan
has been


 



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liquidated,
as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this
clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and
owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
as a recovery of any Excess Interest then due and owing under such Mortgage Loan;


 


provided
that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an
Opinion of Counsel to the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced
Whole Loan) in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan
and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be


 



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subject
to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further,
that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced
Whole Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan shall be subject to application as described above.


 


(ii)          
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the
case of each Serviced Whole Loan, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s), as applicable,
pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional Trust Fund
expenses with respect to the related Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the other Mortgage Loans (as described in the first proviso in the
definition of Principal Distribution Amount);


 


third,
to the extent not previously allocated pursuant to clause first, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) accrued and unpaid interest on such
Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (ii) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been
allocated as a recovery of accrued and unpaid interest pursuant to clause fifth below or clause fifth of Section
3.02(b)(i) on earlier dates);


 


fourth,
to the extent not previously allocated pursuant to clause first, as a recovery of principal of such Mortgage Loan to the
extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if
any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this
clause fifth or clause fifth of Section 3.02(b)(i) on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 






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eighth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than, if applicable, accrued and unpaid Excess
Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees
and then, allocated to Operating Advisor Consulting Fees); and


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms
of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that
with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole
Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to
the related Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)         
Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority
of distributions of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged
Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the
Mortgage Loan or Companion Loan, as applicable, in accordance with Section 3.02(b)(ii) above.


 


(c)          
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance
and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan
or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month
in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)          
In the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for
any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving
Excess Interest prior to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case
may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date in
the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty.
The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 






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(e)          
With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter
of credit related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master
Servicer shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof
as additional collateral and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion
Loan, unless otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)           
Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send
written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy
to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee
is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master
Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer
all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made
available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related
Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into
the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged
Property or any related REO Property.


 


Section 3.03          
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall
be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if
applicable, the Companion Loan documents, as the case may be. Any Servicing Account related to a Serviced Whole Loan shall be
held for the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not
be construed to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement.
Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents
and Companion Loan documents, as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06.
Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals
of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments
were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing
Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on
balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and
as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under
the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion
Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage
Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Master Servicer


 



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shall
pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms
of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be
required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account.
If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an
administrative fee for maintenance of the Servicing Accounts.


 


(b)          
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground
rents payable in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced
Mortgage Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and
each Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time,
all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or
by the Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the
institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items,
employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special
Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer
any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms
of such Mortgage Loan and the related Serviced Companion Loan and the Servicing Standard. To the extent that a Mortgage Loan (other
than a Non-Serviced Mortgage Loan) and any related Companion Loan does not require a Mortgagor to escrow for the payment of real
estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case
of REO Loans, and the Master Servicer, in the case of all other Mortgage Loans or Companion Loan that it is responsible for servicing
hereunder, shall use efforts consistent with the Servicing Standard to cause the Mortgagor to comply with its obligation to make
payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.


 


(c)           
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment
of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with


 



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respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid or the date prior to the date after which any penalty or interest
would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee no less
than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer is requested
to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the
Special Servicer may make a Servicing Advance. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer
shall deliver to the Master Servicer request for reimbursement for such Servicing Advance, along with all information and documentation
in the Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably request,
and the Master Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for
any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the
terms hereof), together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the
written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated
in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance
and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer
shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer
actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing
Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent
as the Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special
Servicer did. Notwithstanding the foregoing provisions of this Section 3.03, the Master Servicer shall not be required
to reimburse the Special Servicer for any such Servicing Advance if the Master Servicer determines in accordance with the Servicing
Standard that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance,
is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination
and, if applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05
of this Agreement.


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested


 



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Servicing
Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination,
provided that the determination shall not be binding on the Master Servicer or Trustee. On the first Business Day after
the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master Servicer if the Special
Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced Loan or
REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on such a determination,
but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability of the Master Servicer
in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance. If the Special
Servicer makes a determination that only a portion of, and not all of, any previously made or proposed Servicing Advance is a
Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination that any remaining portion
of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances shall be reimbursable
in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a). No
costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required
Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such
failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to
the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding
the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special
Servicer out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer
determines that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance,
is a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination
and, if applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer pursuant to Section 3.05(a).


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect
(but shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to
make a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below


 



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notwithstanding
that the Master Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure
would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer
has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority
of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan; provided
that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans, as the case may be). The Master Servicer or Trustee may elect
to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)          
In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the
Trustee, the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive,
out of any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued
on the amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use reasonable efforts to enforce the rights of the
holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available from the holder
of the related Companion Loan.


 


(e)         
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a
Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation
thereof within a reasonable time after the later of the Closing Date and the date as of which plan


 



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is
required to be established or completed. To the extent any repairs, capital improvements, actions or remediations are required
to have been taken or completed pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master
Servicer shall request from the Mortgagor written confirmation of such actions and remediations within a reasonable time after
the later of the Closing Date and the date as of which action or remediations are required to be or to have been taken or completed.
To the extent a Mortgagor shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master
Servicer shall report any such failure to the Special Servicer within a reasonable time after the date as of which actions or
remediations are required to be or to have been taken or completed.


 


Section 3.04          
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account.
(a)  The Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account
in which the Master Servicer shall deposit or cause to be deposited, in no event later than the second Business Day following
receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage
Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received or
made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans
or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection
with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:


 


(i)           
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)          
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Yield
Maintenance Charges and Default Interest;


 


(iii)         
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)        
all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust
Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any
proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization
by the related mortgage loan seller, which shall be paid directly to the servicer of such


 



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securitization)
together with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)          
any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)         
any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)        
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b)
in connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall
be entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to
an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit
into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master
Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account
may only be invested in Permitted Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Collection Account for the Master Servicer shall be located at the offices of KeyBank National Association. The Master
Servicer shall give notice to the Trustee, the Special Servicer, the


 



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Certificate
Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


(b)         
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the Certificateholders
(other than the Holders of Class Z Certificates) and the Trustee as Holder of the Lower-Tier Regular Interests, (ii) the
Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders (other than the Holders of Class Z Certificates)
and the Trustee as Holder of the Lower-Tier Regular Interests and (iii) the Excess Interest Distribution Account for the
benefit of the Holders of the Class Z Certificates. The Master Servicer shall deliver to the Certificate Administrator each month
on or before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion
of the Available Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B),
(a)(iv), (c) and (d) of the definition of Available Funds) for, and any Yield Maintenance Charges with respect
to the Mortgage Loans distributable on, the related Distribution Date and (y) in the Excess Interest Distribution Account
all Excess Interest for the related Distribution Date then on deposit in the Collection Account after giving effect to withdrawals
of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so long as Wells Fargo Bank, National Association
is the Certificate Administrator, all funds held in the Distribution Account, the Interest Reserve Account and the Excess Interest
Distribution Account shall remain uninvested.


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder,
to be held for the benefit of the related Companion Holder and shall, promptly upon receipt, deposit in the Companion Distribution
Account any and all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable
Intercreditor Agreement to be deposited therein; provided, however, that the Companion Paying Agent shall separately
track for each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer
shall deliver to the Companion Paying Agent each month, on or before the P&I Advance Date therein, for deposit in the Companion
Distribution Account, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced
Whole Loan, to the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to
the terms of this Agreement and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall
apply to remittances relating to the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each
Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof)
an aggregate amount equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans
prior to such dates; provided, however, that in no event shall the Master Servicer be required to transfer to the
Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party to this
Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; and (2) on each Serviced Whole
Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k),


 



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which
payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.


 


The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Gain-on-Sale Reserve Account, the Interest Reserve Account and the Companion Distribution Account may be subaccounts of a single
Eligible Account, which shall be maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)           
any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)          
any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)         
any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the
Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection
Account pursuant to Section 9.01);


 


(iv)         
any Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)          
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any
provision of this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof),
the Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i))
until (but not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, any and


 



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all
amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier
Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank,
National Association is the Certificate Administrator; provided, however, that such funds may be invested and, if
invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the Certificate Administrator is
not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder that maintains such account
which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the Certificate
Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by the Certificate Administrator
shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wells
Fargo Bank, National Association, as Trustee for the Holders of the CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-C5 as their interests may appear”, or in the name of any successor trustee, as Trustee
for the Holders of the CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5
as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall
be liable for any loss incurred on such Permitted Investments.


 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest
Reserve Account, the Excess Interest Distribution


 



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Account,
the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and, if established, the Gain-on-Sale Reserve
Account prior to any change thereof.


 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account, the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest Distribution Account (and any portion of
the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Grantor Trust for the benefit of the Holders of the Class Z Certificates; the Companion Distribution Account
(including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders, as applicable;
and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account) will
be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)          
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Class Z Certificates. The Excess Interest Distribution
Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution
Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.


 


(d)     
     Following the distribution of Excess Interest to Holders of the Class Z Certificates on the first
Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess
Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)          
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale
Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from
trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer
will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan, as applicable, in connection
with such sale and remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain
on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor
Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution Account.


 






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(f)           
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related
Non-Serviced PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)          
[Reserved]


 


(h)          
[Reserved]


 


(i)           
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value
Payments received by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports
delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve
fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of either Trust REMIC or the Grantor
Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss
of Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust
REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.
The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax
purposes, and shall be taxable on all income earned thereon.


 


Section 3.05          
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.
(a)  The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount
of the Collection Account) for any of the following purposes (the following not being an order of priority and without duplication
of the same payment or reimbursement):


 


(i)           
(A) no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to
be remitted pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances
pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion
Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion
Loans;


 


(ii)           
(A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay KeyBank National Association
if KeyBank National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Companion Loan, Specially Serviced Loan, and REO


 



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Loan,
as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with
respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited
to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments,
Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation
Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special
Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO
Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections
pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance
and Condemnation Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in the case
of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances,
or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the
AB Mortgage Loan) and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating
Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect
of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating
Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)
with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable,
being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely
with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to
Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review
performed as a result of an Affirmative Asset Review Vote;


 


(iii)         
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the


 



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related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced Mortgage Loan and AB Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole
Loan on deposit in the Collection Account; provided, further, that if such P&I Advance with respect to a Mortgage
Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections and recoveries on or
in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections
or recoveries of principal to the extent provided in clause (v) below; and provided, further, that if
such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv) 
        to reimburse the Trustee, the Special Servicer and itself, as applicable (in
that order), for unreimbursed Servicing Advances, the Master Servicer’s, the Special Servicer’s or the Trustee’s
respective rights to receive payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or any related Companion Loan or any REO Property being limited to, as applicable, related payments,
Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that, in the case of such reimbursement
relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances, or (ii) with
respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan)), prior to reimbursement from other
funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided,
however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such Servicing Advance from the
portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v)
below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(v)          
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances
made with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then,


 



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to
the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any exercise
of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the Mortgage
Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections
on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided that, in
case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be
made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances, or (ii) with respect to an AB Whole Loan, first, from the related
AB Subordinate Companion Loan (if any) and then from the AB Mortgage Loan and provided, further, that, in case of
such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall
be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to
such Serviced Whole Loan on deposit in the Collection Account; provided, further, that with respect to a Serviced
Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall
be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect
to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided
that, with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion
Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related
to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable,
or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following
a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account
of all amounts received in connection therewith;


 


(vi)         
at such time as it reimburses the Trustee and itself, as applicable (in that order), or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I
Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the
case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any
Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other
Trustee or Other Servicer as the case may be,


 



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any
interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest
on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced
Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)        
to reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable
Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan
Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution
obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this
clause (vii) with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value
Payment or Substitution Shortfall Amount paid by the related Mortgage Loan Seller with respect to such Mortgage Loan or amounts
paid by the related Mortgage Loan Seller as a result of mediation or arbitration proceedings contemplated in Section 2.03
with respect to such Mortgage Loan that, in each case, represents such expense in accordance with clause (iv)
of the definition of Purchase Price;


  


(viii)       
in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6
of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to
clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds,
and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and
pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with
their respective Stated Principal Balances or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate
Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 






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(ix)          
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances
or (ii)  with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then,
from any related AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case,
prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)          
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty
Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only
to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the
related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest
on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees)
in accordance with Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation
in accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent
collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially
Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred
by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)    
      to recoup any amounts deposited in the Collection Account in error;


 


(xii)        
to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of
their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out
of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole


 



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Loan,
such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari
Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii)  with respect to an AB Whole
Loan, first, from the related AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of
general collections with respect to the Mortgage Loans;


 


(xiii)        
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an
amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and
interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance
with their respective Stated Principal Balances or (ii) with respect to an AB Whole Loan, first, from the related
AB Subordinate Companion Loan (if any) and then, from any related AB Mortgage Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiv)       
to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes
imposed on either Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the
extent that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor
pursuant to Section 10.01(g);


 


(xv)        
to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses
incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)       
to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any (, previously
purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating
to periods after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such


 



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Mortgage
Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent to the date of substitution, and
with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month
of substitution, in accordance with Section 2.03(b);


 


(xvii)      
to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


(xviii)     
to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 


(xix)       
to reimburse the Asset Representations Reviewer for any reasonable out-of-pocket costs and expenses reimbursable to it
by the Trust pursuant to Section 12.02(b);


 


(xx)         
to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;


 


(xxi)        
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxii)       
to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or any other applicable
party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts
permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a
Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee or the Certificate Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting
for each Specially Serviced Loan and REO Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account.


 






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Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general
collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be
payable to the related Companion Loan.


 


(b)          
The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for
any of the following purposes (the following not being an order of priority):


 


(i)          
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 


(ii)          
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)         
to pay the Certificate Administrator and the Trustee, the Certificate Administrator/Trustee Fee, as contemplated by Section 8.05(a)
hereof with respect to the Mortgage Loans;


 


(iv)         
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate
Administrator as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the
Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d),
(C) the Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii)
to the extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of
the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated
by Section 13.01(a) or Section 13.01(c) in connection with any amendment to this Agreement requested by
the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and interests of Certificateholders,
in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)          
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)         
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to
the Lower-Tier REMIC or the Upper-Tier REMIC;


 






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(vii)        
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein; and


 


(viii)       
to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)          
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)          
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)        
   to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates
in respect of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01,
as applicable; and


 


(ii)          
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)          
[Reserved]


 


(f)          
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate
Administrator/Trustee Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator/Trustee
Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after
payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts
on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of
such Certificate Administrator/Trustee Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if
amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances and interest thereon
listed in Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid
first to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer, third
to the Master Servicer and then to the Operating Advisor.


 


(g)          
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided
that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of
the occurrence of the applicable Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator
shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution
Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value


 



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Reserve
Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)           
to reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for
any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)          
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if
not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)         
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case
may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage
Loan or any related successor REO Loan;


 


(iv)         
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property
and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding
clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)          
On the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount
contributed by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized
Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses
or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)          
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the
prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any
successor REO Mortgage Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments
transferred to the Collection Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation
Proceeds received by the Trust in respect of the related Mortgage Loan or REO Mortgage Loan for which such Loss of Value Payments
are being transferred to the Collection Account to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior
paragraph.


 


(i)          
The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section 3.06          
Investment of Funds in the Collection Account and the REO Account. (a)  The Master Servicer (or, in the
case of a Servicing Account maintained by


 



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or
for it, the Special Servicer) may direct any depository institution maintaining the Collection Account, the Companion Distribution
Account, or any Servicing Account (for purposes of this Section 3.06, an “Investment Account”),
the Special Servicer may direct any depository institution maintaining the REO Account or Loss of Value Reserve Fund (also for
purposes of this Section 3.06, an “Investment Account”) to invest or if it is such depository institution,
may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on
which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution
maintaining such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn
from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All
such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall
be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf of the Trustee (in its capacity as
such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall
maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account, the Companion Distribution
Account, the Servicing Accounts, Loss of Value Reserve Fund or REO Account, as applicable, that is either (i) a “certificated
security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of
the UCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the
UCC or any other applicable law. In the case of any Permitted Investment held in the form of a “security entitlement”
(within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as applicable, shall
take or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such
security entitlement. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account or any Servicing Account
maintained by or for the Special Servicer) 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 (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 


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


 


(b)          
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to


 



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such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income
realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including
any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit
of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that
any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable,
would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer,
as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss
of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution
Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account,
Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later
than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the
current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit
any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the
federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment
was made (and, with respect to the Master Servicer or the Special Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer or the Special Servicer unless such depository institution or trust
company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment was
made and (y) thirty (30) days prior to such insolvency).


 


(c)          
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer
may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 


Section 3.07          
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer
(with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use
its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced
Mortgage Loan), and the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall
maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is


 



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required
under the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable
Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or Special Servicer, as applicable).
If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any
required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged
Property) shall maintain all insurance coverage as is required under the related Mortgage, but only in the event the Trustee has
an insurable interest therein and such insurance is available to the Master Servicer or the Special Servicer and, if available,
can be obtained at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control Termination
Event and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage is not available or
not available at commercially reasonable rates to be made with the consent of the Directing Certificateholder by the Master Servicer
(with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the
Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except to the extent that the
failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Special Servicer ((i) prior
to the occurrence and continuance of any Control Termination Event and (ii) other than with respect to any Excluded Loan, with
the consent of the Directing Certificateholder); provided, however, that if any Mortgage permits the holder thereof
to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect
to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as
are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan, provided
that, with respect to the immediately preceding proviso, the Master Servicer will be obligated to use efforts consistent with
the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting
from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Special
Servicer with ((i) unless a Control Termination Event has occurred and is continuing and (ii) other than with respect to any Excluded
Loan) the consent of the Directing Certificateholder) and only in the event the Trustee has an insurable interest therein and
such insurance is available to the Master Servicer and, if available, can be obtained at commercially reasonable rates. The Master
Servicer and Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense)
in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and
the costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this
paragraph, the Special Servicer shall maintain (except to the extent that the failure to maintain such insurance coverage is an
Acceptable Insurance Default) for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage
than was previously required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan,
with the consent of the Directing Certificateholder) that such insurance is not available at commercially reasonable rates or
that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely
on the Special Servicer’s determination. All Insurance Policies


 



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maintained
by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable
to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than
any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer
on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee
(in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the
lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable,
and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan)
or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include
a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except
in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject
to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under
applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such
Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property
or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions
of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced
Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred
by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance
and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The
foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion
Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit
an


 



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exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and
against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from
time to time in order to protect its interests, the Master Servicer will be required to, consistent with the Servicing Standard,
(A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain
Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the Special
Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to
be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above)
that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B)
above. If the Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable
Insurance Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent
with the Servicing Standard to cause such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall
be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance
consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Special
Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal
Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated
Principal Balance of the Mortgage Loans then included in the Trust. During the period that the Special Servicer is evaluating
the availability of such insurance or waiting for a response from the Directing Certificateholder, neither the Master Servicer
nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain such insurance
and will not be in default of its obligations as a result of such failure unless the Master Servicer or the Special Servicer is
required to take any immediate action pursuant to the Servicing Standard or other servicing requirements of this Agreement and
the Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)          
(i)  If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with
a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion
Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property),
as the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy


 



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because
of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related
Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible
limitation which is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer
of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in accordance with the
terms of such policy. The Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance
on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available at commercially
reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)          
If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master
single interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on
behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than
any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


 


(c)          
Each of the Master 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 with a Qualified
Insurer covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on
behalf of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Notwithstanding
the foregoing, so long as the long-term debt or the deposit obligations or claims-paying ability of the Master Servicer (or its
immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least “A3”
by Moody’s and “A-” by Fitch, the Master Servicer (or its public parent) or the Special Servicer (or its public
parent), as applicable, shall be allowed to provide self-insurance


 



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with
respect to a fidelity bond and an “errors and omissions” Insurance Policy. Such amount of coverage shall be in such
form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special Servicer under a
policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required by
this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special Servicer and
the Master Servicer will promptly report in writing to the Trustee any material changes that may occur in their respective fidelity
bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be, and will furnish to the Trustee
evidence that such bonds, if any, and insurance policies are in full force and effect.


 


(d)          
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been
made available), the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in
accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain,
and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at
commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard) and to the extent
the Trustee, as mortgagee, has an insurable interest therein, flood insurance in respect thereof. Such flood insurance shall be
in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced
Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard, but only to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance of such coverage is consistent
with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall
promptly make a Servicing Advance for such costs.


 


(e)          
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available
at commercially reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded
Loan or prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder)
in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available
under the National Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property
shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount
on deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


Section 3.08          
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and


 



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any
related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which by its terms:


 


(i)           
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)          
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or other transfer,


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer
(or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer and the Special Servicer, the
Master Servicer (in a manner consistent with the Servicing Standard and subject to the consent of the Special Servicer)), on behalf
of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or
related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer,
consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i)(A) if such
Mortgage Loan is not an Excluded Loan and no Control Termination Event shall have occurred and be continuing, the Master Servicer
or the Special Servicer, as the case may be, shall obtain the prior written consent of (x) in the case of the Master Servicer,
the Special Servicer and (y) in the case of the Special Servicer, the Directing Certificateholder, and the Directing Certificateholder’s
consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to by the Directing Certificateholder)
of the Special Servicer’s written analysis and recommendation with respect to such waiver together with such other information
reasonably required by the Directing Certificateholder and (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination
Event shall have occurred and be continuing and no Consultation Termination Event shall have occurred and be continuing, the Special
Servicer shall consult with the Directing Certificateholder pursuant to Section 6.08(a) hereof and (ii) with
respect to any Mortgage Loan (x) with a Stated Principal Balance greater than $35,000,000, (y) with a Stated Principal
Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together
with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans
with the same Mortgagor (or an affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal
Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), provided,
however, that with respect to subclauses (y) and (z) of this subclause (ii), such Mortgage
Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is


 



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continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Special Servicer shall (if not
already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with
Section 3.25 of this Agreement.


 


If
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan
or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee provided that certain conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan) or related Serviced
Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied, or, with respect to any Mortgage Loan which does not allow the mortgagee discretion
in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption
have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with
respect to whether such conditions have been satisfied.


 


(b)          
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)           
provides that such Mortgage Loan and any related Companion 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 Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


 


(ii)          
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan (and related Companion Loan, if applicable) is serviced under this Agreement, the Special Servicer
(or, with respect to non-Specially Serviced Loans, if mutually agreed to by the Master Servicer and the Special Servicer, the
Master Servicer (in a manner consistent with the Servicing Standard and subject to the consent of the Special Servicer)), on behalf
of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or
related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any


 



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additional
lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided
that (i)(A) if such Mortgage Loan is not an Excluded Loan and no Control Termination Event shall have occurred and be
continuing, the Master Servicer or the Special Servicer, as the case may be, shall obtain the prior written consent of (x) in
the case of the Master Servicer, the Special Servicer and (y) in the case of the Special Servicer, the Directing Certificateholder,
and the Directing Certificateholder’s consent shall be deemed given ten (10) Business Days after receipt (unless earlier
objected to by the Directing Certificateholder) of the Special Servicer’s written analysis and recommendation with respect
to such waiver together with such other information reasonably required by the Directing Certificateholder and (B) if such
Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation
Termination Event shall have occurred and be continuing, the Special Servicer shall consult with the Directing Certificateholder
pursuant to Section 6.08(a) hereof and (ii) the Special Servicer has obtained Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding
principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has
an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than
1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion
Loan, if any, and the principal amount of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by
Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000; provided, however,
that with respect to subclauses (A), (B), (C) and (D) of this subclause (ii), such
Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement
to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control
Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not
already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with
Section 3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage
Loan documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall
use reasonable efforts to make the related Mortgagor bear such costs and expenses.


 



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Unless
determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing
Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with
respect to the satisfaction of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced
under this Agreement, the Special Servicer, with respect to all Mortgage Loans (other than a Non-Serviced Mortgage Loan), on behalf
of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied.


 


(c)          
Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record,
to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any additional lien or other encumbrance with respect to such Mortgaged Property.


 


(d)          
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to
provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant
to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage
Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the
17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)         
Notwithstanding any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) the consent
of the Directing Certificateholder (or (i) after the occurrence and during the continuance of a Control Termination Event and
(ii) other than with respect to any Excluded Loan, but prior to a Consultation Termination Event, upon consultation with the Directing
Certificateholder pursuant to Section 6.08 hereof). The Directing Certificateholder shall have ten (10) Business Days
after receipt of notice along with the Master Servicer’s or Special Servicer’s recommendation and analysis with respect
to such proposed waiver or proposed granting of consent and any additional information the Directing Certificateholder may reasonably
request from the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance”
clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to
such notice from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be
deemed to have consented to such proposed waiver or consent).


 






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(f)          
Notwithstanding the foregoing provisions of this Section 3.08, if the Special Servicer makes a determination
under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion
Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have
been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


(g)          
Notwithstanding any other provision of this Section 3.08, without any other approval or consent, the Master
Servicer (for Mortgage Loans and Serviced Whole Loans other than Specially Serviced Loans) may grant and process a Mortgagor’s
request for (i) consent to subject the related Mortgaged Property to an immaterial easement, a right of way or similar agreement
for utilities, access, parking, public improvements or another purpose, (ii) consent to subordination of the related Mortgage
Loan or Serviced Whole Loan to such easement, right of way or similar agreement and (iii) consent to any other matter that is
not a Major Decision or Special Servicer Decision; provided that the Master Servicer (a) shall have determined in accordance
with the Servicing Standard that such easement, right of way or similar agreement or other matter will not materially and adversely
affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the Mortgaged Property and (b)
shall have determined that such easement, right of way or similar agreement or other matter will not cause either Trust REMIC
to fail to qualify as a REMIC at any time that any Certificates are outstanding. The Master Servicer may rely on an Opinion of
Counsel in making any such determination under clause (b) above.


 


Section 3.09          
Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage
Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer.
The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24,
subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or mezzanine
lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders
of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of
property securing any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come
into and continue in default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made for
collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The
foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured
Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration
of such property unless the Special Servicer has determined in its reasonable discretion that such restoration will increase the
net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer for such
Servicing Advance, and the Master Servicer or


 



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Special
Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable
Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer;
provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.
Nothing contained in this Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer,
on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment
taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to
the following sentence, all such bids to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer
or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property
securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise,
the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to
such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing
Advance.


 


(b)          
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(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 Master Servicer
as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to
the related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)          
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master
Servicer nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee,
on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has
previously determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property
performed by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior
to any such acquisition of title or other action, that:


 


(i)       
    such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation
with an environmental consultant, that it would be in the best economic interest of the Certificateholders (and with respect to
any Serviced Whole Loan, the related Companion Holders), as a collective whole as if such Certificateholders


 



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and,
if applicable, Companion Holders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property
in compliance with such laws, and


 


(ii)          
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence
shall be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it
shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related
Intercreditor Agreement by the Master Servicer from the Collection Account, including from the Companion Distribution Account
(such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole
Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion
Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental
testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i)
and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer
and, with respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and
be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action
must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions required under
such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum
proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests).


 


(d)          
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan,
any related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or
required to be made pursuant to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage
Loan Seller could be required to repurchase such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase
Agreement, then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other
than proceeding to acquire title to the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance
of a Control Termination Event (or with respect to any


 



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AB
Mortgage Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but prior to the occurrence
and continuance of a Control Termination Event) and (B) other than with respect to any Excluded Loan), with the consent of the
Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from the lien of the related
Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then
prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall
have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and ((A) prior to the occurrence
of a Consultation Termination Event and (B) other than with respect to any Excluded Loan) the Directing Certificateholder, in
writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator
shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate
Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent
of the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights
shall have consented or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s
posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being
deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that
the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted
under the related Mortgage Loan documents.


 


(e)          
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to
the Directing Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information
Provider monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted
Loan, or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed
that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been
satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage
Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)           
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)          
The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of
the maintenance of an action to obtain a deficiency


 



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judgment
if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan (and if applicable, the related Companion
Loan) permit such an action.


 


(h)          
The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion
Loan or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination
shall be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing
Certificateholder (other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding
P&I Advance Determination Date.


 


Section 3.10          
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may
be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special
Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage
File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include
a statement to the effect that all amounts received or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such
deposit, have been or will be so deposited. Within three (3) Business Days (or within such shorter period as release can reasonably
be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice
and request, the Custodian shall release the related Mortgage File to the Master Servicer or Special Servicer, as the case may
be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related
Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)          
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document
therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File
or such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of
the Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced
Whole Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Collection Account (including amounts related to the related Companion
Loan, if applicable) pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has
become an REO Property, a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special
Servicer (or a designee), as the case may be, with the original being released upon termination of the Trust.


 






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(c)          
Within three (3) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer
shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such
documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 


(d)          
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable
Non-Serviced PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master
Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release
or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11          
Servicing Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be
entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the
portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage
Loan constituting a “Specially Serviced Loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion
Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner
as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial
month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion
Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or
REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage
Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement
notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation
Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO
Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO


 



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Revenues
(in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except
as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except
in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in
accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable
to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the
related Intercreditor Agreement.


 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any modifications, waivers,
extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not
prohibited by the related Intercreditor Agreement); provided that with respect to such transactions, the consent of, and/or
processing by, the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent
and/or processing is required, then the Master Servicer shall be entitled to 50% of such fees, (ii) 100% of all assumption
application fees received on Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited
by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and any fee actually
paid by a Mortgagor in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (provided that 50% of the portion of any fees payable solely in connection with any modification,
waiver, amendment or consent executed in connection with a defeasance transaction for which the consent, processing or approval
of the Special Servicer is required (and specifically excluding any defeasance fees), must be paid by the Master Servicer to the
Special Servicer); (iii) 100% of assumption, waiver, consent and earnout fees, and other processing fees pursuant to Section 3.08
and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially Serviced Loans
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement), provided
the consent, processing or approval of the Special Servicer is not required to take such actions and (iv) 50% of all assumption,
waiver, consent and earnout fees, and other processing fees (other than assumption application and defeasance fees), pursuant
to Section 3.08 and Section 3.18 on any Non-Specially Serviced Loan (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) for which the Special Servicer’s processing,
consent or approval is required and only to the extent that all amounts then due and payable with respect to the related Mortgage
Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing compensation (other
than with respect to a Non-Serviced Mortgage Loan) any charges for processing Mortgagor requests, beneficiary statements or demands,
fees in connection with defeasance, if any, and other customary charges, and amounts collected for checks returned for insufficient
funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such amounts
in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b),
respectively. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation
in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income
earned on deposits relating to the Trust Fund in the


 



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Collection
Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and
including the P&I Advance Date related to the current Distribution Date), (iii) interest or other income earned on deposits
in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor and
(iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the
Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to the extent not required to
be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its own funds all expenses incurred
by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this Agreement.


 


Notwithstanding
anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for itself
the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such
Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the
requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum
rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be
expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing
Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to
receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder
(subject to reduction pursuant to the preceding sentence).


 


(b)          
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to
a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans
or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance
with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under
this Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage
Loan.


 






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(c)          
Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications,
waivers, extensions or amendments of any Specially Serviced Loans, (ii) 100% of all assumption application fees and assumption
fees and other related fees received on any Specially Serviced Loans, (iii) 50% of the portion of any fees payable solely in connection
with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent,
processing or approval of the Special Servicer is required (and specifically excluding any defeasance fees), (iv) 100% of
waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.18 or other actions performed
in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor
and (v) 50% of all Excess Modification Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.18
and 50% of all earnout fees received with respect to all Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) and, in all cases, for which the Special Servicer’s
processing, consent or approval is required, shall be promptly paid to the Special Servicer by the Master Servicer (or directly
from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the
Collection Account pursuant to Section 3.04(a). Subject to Section 3.11(d), the Special Servicer shall
also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d)
and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with
Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date).
The Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to
each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided,
however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal
to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided,
further, however, that in the event the Workout Fee collected over the course of such workout calculated at the
Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the
related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to
the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) to be $25,000. The Workout
Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected
Loan from which fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted
in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced
Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected
Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special
Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable
in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or
resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced
Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially
Serviced Loans for which the resigning or


 



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terminated
Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or
workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer
resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive
timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive
timely Periodic Payments except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially
Serviced Loan. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will
not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each
Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property)
as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions
set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and
Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to
any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and
out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest
on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special Servicer shall only be entitled to receive
a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. Notwithstanding the foregoing,
with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided
in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or
indicates such fees are paid in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage
Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty
Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of
REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained by it insuring
against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable directly
out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.


 


(d)         
In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all


 



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interest
on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in
connection with a Non-Serviced Mortgage Loan, the related trust for all interest on Servicing Advances reimbursed by such trust
to any party under the applicable Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited
by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable
and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation
Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date
with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable
as additional servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master
Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan,
and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially
Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and
the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a pro rata basis, based
on the Master Servicer’s and Special Servicer’s respective entitlements to such compensation described in the previous
sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the
applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of the Trust
in accordance with this Section 3.11(d).


 


(e)          
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC®
Investor Reporting Package for such Distribution Date, an electronic report (which may include HTML, word or excel compatible
format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and the
Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special
Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be
due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)           
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, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 






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(g)          
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment
instructions set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide
to the Master Servicer in writing at least two Business Days prior to the Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12          
Inspections; Collection of Financial Statements. (a)  The Master Servicer (or, with respect to a Specially
Serviced Loan and REO Properties, the Special Servicer) shall perform (at its own expense), or shall cause to be performed (at
its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months, commencing in the
calendar year 2017 and (ii) less than $2,000,000 at least once every twenty-four (24) months, commencing in the calendar
year 2018 (and each Mortgaged Property shall be inspected on or prior to December 31, 2018); provided, however,
that if a physical inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer
will not be required to perform or cause to be performed, such physical inspection; provided, further, that if any
scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect
or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced
Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection
by the Special Servicer pursuant to the immediately preceding sentence shall be an expense of the Trust, and, to the extent not
paid by the related Mortgagor, reimbursed from the Collection Account pursuant to Section 3.05(a)(ii), provided
that, with respect to a Serviced Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances,
or (ii) with respect to an AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the
AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable
out of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared
a written report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident
from the inspection and specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report
has knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such
report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such
report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The
Special Servicer and the Master Servicer shall


 



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deliver
a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the
other party (except, to the extent the report is prepared by the Master Servicer and the related Mortgage Loan is not a Specially
Serviced Loan, the Master Servicer will not be obligated to provide the report to the Special Servicer), to the Directing Certificateholder
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan)
and to the Trustee within five (5) Business Days after completion of such report. Within five (5) Business Days after request
for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver a
copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the
17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by Privileged Persons. In
respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event, the
Master Servicer shall deliver a copy of each such report to the Directing Certificateholder and upon request to each Controlling
Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make efforts consistent with the Servicing Standard to collect promptly and review from each related Mortgagor
quarterly and annual operating statements, financial statements, budgets and rent rolls of the related Mortgaged Property, and
the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to
the terms of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of
the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related
Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer and the Special Servicer shall not be required
to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements
pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating
statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly
following their preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business
Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver copies of all the foregoing items
so collected to the Certificate Administrator, in electronic format, in each case within sixty (60) days of its receipt thereof,
but in no event, in the case of annual statements, later than June 30 of each year commencing June 30, 2016. Upon the request
of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer,
as applicable, shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate
Administrator’s Website. The Master Servicer or Special Servicer, as applicable, shall deliver copies of all the foregoing
items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 




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In
addition, the Master Servicer (with respect to Non-Specially Serviced Loans and Non-Serviced Mortgage Loans) or Special Servicer
(with respect to Specially Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans),
as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan and REO Property:


(i)          Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within thirty (30) days of receipt of
such quarterly operating statement for the quarter ending June 30, 2016, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is
analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch
List). The Master Servicer (with respect to Non-Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall deliver each CREFC® Operating Statement Analysis Report and the
related operating statements (in each case, promptly following the initial preparation and each material revision thereof) to
the Certificate Administrator, the Operating Advisor and, upon request, each related Companion Holder (with respect to any Serviced
Companion Loan) by electronic means.


(ii)         Within
forty-five (45) days after receipt of an annual operating statement or rent rolls for each calendar year commencing within thirty
(30) days of receipt of such annual operating statement for the calendar year ending December 31, 2016, a CREFC®
NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information), presenting the computation to “normalize”
the full year net operating income and debt service coverage numbers used by the Master Servicer in preparing the CREFC®
Comparative Financial Status Report. The Master Servicer (with respect to Non-Specially Serviced Loans) or Special Servicer
(with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver each CREFC® NOI Adjustment Worksheet
and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material
revision thereof) to the Certificate Administrator, the Operating Advisor and, upon request, each related Companion Holder (with
respect to any Serviced Companion Loan) by electronic means.


(c)             At
or before 12:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause
to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation


 



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Reports
with respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans) and any REO
Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic
format, reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Mortgage Loan Status Report, (ii) a CREFC® Historical Loan
Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC®
Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC®
Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating statements and
rent rolls submitted by the Mortgagor.


(d)            Not
later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning March 2016, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Mortgage Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report,
(B) CREFC® Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC®
Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required to
be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer
and Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination
Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC®
Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer
Fees delivered pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not
later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning March 2016, the Master Servicer shall deliver
or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special
Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning March 2016,
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File. In no event shall any report described in this subsection be required to reflect information
that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master
Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.


(e)             The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator the
reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely
on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the
Certificate


 



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Administrator
pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports
to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such
reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c),
the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it
has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely
provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


(f)             Notwithstanding
the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


(g)            Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report
or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Certificate
Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
making such statement, report or information available on the Master Servicer’s or the Special Servicer’s Internet
website, unless this Agreement expressly specifies a particular method of delivery.


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


Section
3.13          Access to Certain Information.  (a) Each of the
Master Servicer and the Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the Certificate
Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial
institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory
agents and examiners of such boards and such corporations, and any other federal or


 



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state
banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a
Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and
the Trust within its control which may be required by applicable law. At the election of the Master Servicer, the Special Servicer
or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information
as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted
to require payment (other than from the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event)
and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of
a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as
described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Certificate Administrator or the Custodian.


The
failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a
confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information
and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit
X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual
property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure
of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver
of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master 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 to the extent that the Master Servicer or the Special Servicer, as the case may be,
determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would
violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege
on behalf of the Trust or the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality of the
foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would
prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage
Loan.


Upon
the reasonable request of any Certificateholder or Certificate Owner (or with respect to any AB Subordinate Companion Loan, the
holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification, the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced


 



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Loans),
as applicable, may provide (or forward electronically) at the expense of such Certificateholder or holder of such AB Subordinate
Companion Loan, as applicable, copies of any appraisals, operating statements, rent rolls and financial statements (in each case,
solely relating to the related Serviced Whole Loan, if requested by the holder of an AB Subordinate Companion Loan) obtained by
the Master Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master
Servicer or Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as
may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person will keep such
information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any
continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under this Agreement.
In addition, upon the reasonable request of any Controlling Class Certificateholder identified to the Master Servicer (in the
case of a Non-Specially Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s
or Special Servicer’s reasonable satisfaction and if the requested information is in the Master Servicer’s or the
Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available (or
forward electronically) to such Controlling Class Certificateholder (at the expense of such Controlling Class Certificateholder)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to such Controlling Class Certificateholder through the Certificate Administrator’s Website) relating to any Excluded Controlling
Class Loan with respect to which such Controlling Class Certificateholder is not an Excluded Controlling Class Holder; provided
that, in connection therewith, the Master Servicer or the Special Servicer may require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer,
generally to the effect that such Person is a Controlling Class Certificateholder, will keep such Excluded Information confidential
and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may conclusively rely. In addition, the Master
Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from a Controlling Class Certificateholder
of an investor certification substantially in the form of Exhibit P-1E that such Controlling Class Certificateholder is
not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan.


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence
Files.


 



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(b)             The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Statements to Certificateholders,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


(i)             The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


(A)         the
Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


(B)          this
Agreement, any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date and any amendments
and exhibits hereto;


(C)          the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


(D)          the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


(ii)         the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


(A)         any
reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the
EDGAR system;


(iii)        The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


(A)         all
Statements to Certificateholders prepared by the Certificate Administrator pursuant to Section 4.02;


(B)          the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Financial
File, the CREFC® Collateral Summary File, the CREFC® Property File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


(C)          all
Operating Advisor Annual Reports;


 



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(iv)        The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


(A)         summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


(B)          all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);
and


(C)          any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


(v)         The
following documents, which will initially be made available under a tab or heading designated “special notices”:


(A)         any
notice with respect to a release pursuant to Section 3.09(d);


(B)          any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


(C)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


(D)         any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01 or notice of any resignation of the Master Servicer or the Special Servicer delivered pursuant
to Section 6.05;


(E)          any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


(F)          any
Asset Review Report Summary received by the Certificate Administrator;


(G)          any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


(H)         any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(I)           any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 



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(J)           any
notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


(K)         any
notice of termination pursuant to Section 9.01;


(L)          any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor Asset Representations Reviewer pursuant to Section 3.26
or Section 12.03, respectively;


(M)        any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


(N)         any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


(O)         any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


(P)          any
notice of the occurrence of an Operating Advisor Termination Event;


(Q)         any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


(R)         any
assessments of compliance delivered to the Certificate Administrator; and


(S)          any
attestation reports delivered to the Certificate Administrator;


(T)          any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


(U)         any
Proposed Course of Action Notice;


(V)          the
“Investor Q&A Forum” pursuant to Section 4.07(a); and


(W)        solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b).


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution


 



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Date.
In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator,
the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans available through
its Internet website.


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


Any
Person that is a Borrower Party shall only be entitled to access (a) the statements to Certificateholders, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings
on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class
Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification
substantially in the forms of Exhibit P-1D and Exhibit P-1B and upon delivery to the Certificate Administrator in
physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink
User ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect
to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on
the Certificate Administrator’s Website.


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder
or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely
on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling
Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded


 



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Controlling
Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.
Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder
shall submit a new investor certification substantially in the form of Exhibit P-1E to access the information on the Certificate
Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded
Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s))
made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on
the Certificate Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall
mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the
Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if
possible, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form
of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded
Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related
Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website)
if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive
prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related
Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate
Administrator in accordance with Section 3.33(a).


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any
such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the
management of any investment in the related Borrower Party or the


 



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related
Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and the
acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


(c)             The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “CSAIL 2016-C5” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or
any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


(i)         any
notices of waivers under Section 3.08(d);


(ii)        any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


(iii)       any
notice of final payment on the Certificates;


(iv)       any
environmental reports delivered by the Special Servicer under Section 3.09(e);


(v)        any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


(vi)       any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 



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(vii)      any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


(viii)     any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


(ix)        copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


(x)         any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


(xi)        any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(xii)       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(xiii)      any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


(xiv)     any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


(xv)      any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


(xvi)     any
Operating Advisor Annual Report pursuant to Section 3.26;


(xvii)    any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the
17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or
regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans or any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(f);


(xviii)   any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09
or Section 11.10; and


 



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(xix)      any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.,
New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City
time; provided, however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance
with Section 3.13(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything
other than what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate
Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website.
The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual
knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5
Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or the 17g-5
Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an
NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5
Information Provider’s Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access
shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00
p.m., New York City time, on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business
Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “CSAIL 2016-C5” in the subject line).


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 accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


The
17g-5 Information Provider shall provide a mechanism to notify each Person that has signed-up for access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to
the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall notify any party that delivers information
to the 17g-5 Information Provider under this Agreement that such notification was received and that it has been posted.


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “CSAIL 2016-C5”
and an identification of the type of information being provided in the body of such


 



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electronic
mail, or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established
or approved by the 17g-5 Information Provider.


(d)            Certain
information concerning the Mortgage Loans and the Certificates (including the Statements to Certificateholders, CREFC®
reports and supplemental notices with respect to such Statements to Certificateholders and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Bloomberg, L.P., Thomson Reuters Corporation, Trepp, LLC,
Intex Solutions, Inc., Asset Reviewers LLC and BlackRock Financial Management Inc.) with the consent of the Depositor, and providing
such information shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made
available to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may
be submitted electronically via the Certificate Administrator’s Website.


(e)            Each
of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the
Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other
than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other
Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively,
the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the provisions of
Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation,
any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master 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 and the Rating Agencies, enter into (x) an Investor
Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s
website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such information to
any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s
or the Special Servicer’s website, the Master 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 3.13(e) to current or prospective
Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall
be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person
is a Holder of Certificates and will 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


 



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such
information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment
advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or
an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible
investment in Certificates and will otherwise keep such information confidential with no further dissemination (except that such
Certificateholder may provide such information to its auditors, legal counsel and regulators). 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 Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master 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 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


(f)             The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


In
connection with the delivery by the Master 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 Master Servicer or the Special Servicer, as applicable, of when such information, report, notice or
document has been posted to the 17g-5 Information Provider’s Website. The Master 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 so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider
or (ii) is simultaneously provided to the 17g-5 Information Provider.


(g)            The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the
occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports),
or Certificateholders generally, requested by the Operating


 



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Advisor
in support of the performance of its obligations under this Agreement in electronic format.


(h)            None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, 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 Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the
Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the
Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations
in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other
deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has
been uploaded on to the 17g-5 Information Provider’s Website; or (z) such Rating Agency has confirmed in writing to the
Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Special Servicer, as applicable, that it does
not intend to use such information in undertaking credit rating surveillance for any Class of Certificates; provided, however,
that the Rating Agencies may use information delivered in reliance on the certification provided in this clause (z) for
any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement or any other
confidentiality agreement to which such Rating Agency is subject) or comprised of information collected by the applicable Rating
Agency from the 17g-5 Information Provider’s Website (or another 17g-5 Information Provider’s Website that such Rating
Agency has access to).


(i)              The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


Section
3.14          Title to REO Property; REO Account.  (a) If title
to any Mortgaged Property is acquired (and thus becomes REO Property), the deed or certificate of sale shall be issued in the
name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise,
in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion
Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all
purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion
Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust acquires
ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8)
of the Code, unless the Special Servicer either (i) applies for an extension of time no later than sixty (60) days prior to


 



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the
close of the third calendar year in which it acquired ownership (or the period provided in the then applicable REMIC Provisions)
and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell
such REO Property or (ii) obtains for the Trustee, the Certificate Administrator an Opinion of Counsel, addressed to the Trustee,
the Certificate Administrator, to the effect that the holding by the Trust of such REO Property subsequent to the close of the
third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event to occur. If the Special
Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer
shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the
case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section
3.05(a).


(b)             The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1) Business Day after receipt
of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect
of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.
The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location
of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


(c)             The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such
REO Property. On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding
each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer,
which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts
received in respect of each REO Property during the one-month period ending on such Determination Date, net of (i) any withdrawals
made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO
Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance with the Servicing
Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing,
management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to each Determination
Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the
Special Servicer shall


 



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provide
the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account,
as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination
Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution
Date.


(d)             The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for
all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


Section
3.15          Management of REO Property.  (a) If title to
any REO Property is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other
than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the related Companion Holders, as applicable,
and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its timely disposition and sale in a
manner that does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as are in the
best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion
Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the
subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its
reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property
with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section
3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion
Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines
that earning such income is in the best interests of Certificateholders and, if applicable, any related Companion Holder(s) on
a net after-tax basis as compared with net leasing such REO Property or operating such REO Property on a different basis. In connection
therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than one (1) Business
Day following receipt of such properly identified funds) in the applicable REO Account all revenues received by it with respect
to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO Property,
including, without limitation:


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


(ii)        all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


(iii)       any
ground rents in respect of such REO Property, if applicable; and


 



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(iv)       all
costs and expenses necessary to maintain and lease such REO Property.


To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice
from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own
funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee,
the Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded
Loan and prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if
made, constitute Nonrecoverable Servicing Advances.


(b)            Without
limiting the generality of the foregoing, the Special Servicer shall not:


(i)         permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


(ii)        permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


(iii)       authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan, if applicable, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


(iv)       Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


(c)            The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


(i)         the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


(ii)        the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 



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(iii)       any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the
Special Servicer upon receipt;


(iv)       none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the
operation and management of any such REO Property; and


(v)        the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


(d)            When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property
in accordance with Sections 3.15(a) and 3.15(b).


Section
3.16          Sale of Defaulted Loans and REO Properties.  (a)
(i) Within thirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but
shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the
fair value of such Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the Special
Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer
shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its
receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed
circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances
and new information in accordance with the Servicing Standard; provided that the Special Servicer shall promptly notify
the Master Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


(ii)        If
any Mortgage Loan, Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer shall promptly notify
in writing the Master Servicer, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related


 



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Companion
Holder and related mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary,
have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the
related Intercreditor Agreement.


(iii)       If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer may offer to sell
to any Person any Specially Serviced Loan (to the extent consistent with any related Intercreditor Agreement) or may offer to
purchase any Specially Serviced Loan, if and when the Special Servicer determines, consistent with the Servicing Standard, that
such a sale would be in the best economic interests of the Trust on a net present value basis. In the case of any Non-Serviced
Mortgage Loan, under certain limited circumstances permitted under the related Intercreditor Agreement, to the extent that such
Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the Special Servicer for the related
Non-Serviced Whole Loan, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder if
no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such
Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests
of the Certificateholders. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer,
the Operating Advisor and (other than in respect of any Excluded Loan) the Directing Certificateholder not less than ten (10)
days’ prior written notice of its intention to sell any Specially Serviced Loan, in which case the Special Servicer is required
to accept the highest offer received from any person for such Specially Serviced Loan in an amount at least equal to the Purchase
Price or, at its option, if it has received no offer at least equal to the Purchase Price therefor, purchase such Specially Serviced
Loan at such Purchase Price.


(iv)       (A)
In the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at
least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price),
the Special Servicer shall, subject to subclause (B) below, accept the highest offer received from any Person that is determined
by the Special Servicer to be a fair price for such Specially Serviced Loan, if the highest offeror is a Person other than an
Interested Person. If the offeror is an Interested Person, the Trustee (based upon updated Appraisals ordered by the Special Servicer
and received by the Trustee (or ordered by the Trustee if the Special Servicer or any of its Affiliates is an Interested Person))
shall determine the fair price unless (i) the offer is equal to or greater than the applicable Purchase Price, (ii) the offer
is the highest offer received and (iii) at least two other offers are received from independent third parties; provided,
however, that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received
and (B) at least two other offers are received from independent third parties, and any such determination by the Trustee shall
be binding upon all parties. The Trustee shall act in a commercially reasonable manner in making such determination. In determining
whether any offer


 



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received
from an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal
(or update of such Appraisal) of the related Mortgaged Property conduced in accordance with this Agreement within the preceding
3-month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the
cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance.


Notwithstanding
anything contained in the preceding paragraph 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 Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in
valuing or investing in loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected
with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced
Whole 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 fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense
shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to
use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


(B)          The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines, in accordance with the
Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer
would be in the best interests of the Holders of Certificates. In addition, the Special Servicer may accept a lower offer if it
determines, in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement),
that the acceptance of such offer would be in the best interests of the Holders of Certificates (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 all Specially Serviced Loans prior to the Rated
Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 



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(v)        Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such
other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC
Provisions.


(b)            (i)
(A) The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such
purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder and the Certificate Administrator
and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, not less than ten (10) days’ prior written notice of the Purchase Price and its intention
to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which case the Special Servicer
shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price
therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate
of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act
as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission
that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered
into at arm’s length.


(B)          In
the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause
(C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1)
by the Special Servicer, if the highest bidder is a Person other than an Interested Person, or (2) by the Trustee, if the highest
bidder is an Interested Person unless (i) the offer is equal to or greater than the applicable Purchase Price, (ii) the offer
is the highest offer received and (iii) at least two other offers are received from independent third parties; provided,
however, that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received
and (B) at least two other offers are received from independent third parties. Notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property
pursuant hereto.


(C)          The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the
Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests
of the Certificateholders and, with respect to any Serviced Whole Loan or the related Companion Holder, and in either case, as
a collective whole (taking into account the subordinate or pari


 



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passu
nature of any Serviced Companion Loans). In addition, the Special Servicer may accept a lower offer if it determines, in accordance
with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders and, with
respect to any Serviced Whole Loan or the related Companion Holder, and in either case, as a collective whole (taking into account
the subordinate or pari passu nature of any Serviced Companion Loans) (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.


(D)          In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees of and the costs of all
appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be
reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty
(30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance
but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the
applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer
or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters
shall be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the
state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


(ii)        Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or
warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)


 



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with
respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


(c)            Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


(d)            With
respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell
the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether
any cash offer constitutes a fair price for the Serviced Whole Loan, such determination shall be made by the Trustee if the offeror
is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage
Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written
consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if
the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an affiliate of the Mortgagor) unless the Special Servicer
has delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written
notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted 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 ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for
such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related
Serviced Pari Passu Companion Loan that are material to the sale price of the Serviced Pari Passu Whole Loan; and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder)
prior to the proposed sale date, all information and other documents being provided to other offerors and all leases or other
documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale. The holder of
the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any sale of such
Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such
sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive
any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan. 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 offering Interested Person purchaser) designate an independent third party expert in real estate or
commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject
Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price
for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. 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


 



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determination.
The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such
third party shall be covered by, and shall be reimbursable, from the offering Interested Person and the Special Servicer shall
use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not paid
by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee
by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the Servicing
Standard to collect such amounts from the applicable Interested Person.


(e)            (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement,
the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion Loan
shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
AB Subordinate Companion Loan will no longer be subject to this Agreement. In addition, with respect to the Serviced AB Whole
Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if the related Serviced AB Whole Loan becomes
a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage Loan that has become a Defaulted Loan in
accordance with this Section 3.16, then the Special Servicer will not be required to sell the related AB Subordinate Companion
Loan together with such Mortgage Loan as one whole loan. If no AB Control Appraisal Period exists, the Special Servicer may not
sell the AB Subordinate Companion Loan without the prior consent of the holder of the AB Subordinate Companion Loan. If an AB
Control Appraisal Period has occurred and is continuing, the Special Servicer has the right (but not the obligation) to sell the
AB Subordinate Companion Loan without the consent of the holder of the AB Subordinate Companion Loan,


(ii)        Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


(f)             Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


(g)            In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


Section
3.17          Additional Obligations of Master Servicer and Special Servicer.  (a)
The Master Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account on each P&I Advance Date, without any right of reimbursement therefor.


 



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The
Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan
to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right
of reimbursement therefor.


(b)            The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


(c)            Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect
to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence
and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer
or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such
an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable
Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof
shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer;
it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal
collections as described above prior to payment from other collections). In connection with a potential election by the Master
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the
one month collection period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee
shall further be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection
period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or
portion thereof); provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects,
in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a one-month collection period will exceed the full amount of the principal portion of general collections on the
Mortgage Loans deposited in the Collection Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable,
shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice of such determination
for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances
make such notice impractical, and thereafter will be required to deliver copies of such notice to the Rating Agencies. Notwithstanding
the foregoing, failure to give notice as required by the preceding sentence shall in no way affect the Master Servicer’s
or the Trustee’s election whether to refrain from obtaining such reimbursement


 



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as
described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement
of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant to Section
3.05(a)(v).


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this
section and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer or the Trustee, as
applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised,
then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances
with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed
first from principal and then interest). Any such election by any such party to refrain from reimbursing itself
or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods
shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual
reimbursement of such Nonrecoverable Advance. The Master Servicer’s or the Trustee’s, as applicable, agreement to
defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall
not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a right of the Certificateholders.
Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.
In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders for any such election
that such party makes as contemplated by this section or for any losses, damages or other adverse economic or other effects that
may arise from such an election.


(d)        With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be
used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole
Loan) or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 



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(e)        With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


Section
3.18          Modifications, Waivers, Amendments and Consents.  (a)
Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(g), this Section 3.18(a), Section
3.18(d), Section 3.18(h), Section 3.18(i) and Section 6.08, but subject to any other conditions set forth
thereunder (including, without limitation, the Special Servicer’s processing and/or consent rights pursuant to this subsection
(a) with respect to any modification, waiver or amendment that constitutes a Special Servicer Decision or Major Decision) and,
with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect to
any Serviced Whole Loan, subject to the rights of the related Companion Holder to advise or consult with the Master Servicer or
Special Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant
to the terms of the related Intercreditor Agreement), the Master Servicer shall not modify, waive or amend the terms of a Mortgage
Loan and/or Companion Loan that constitutes a Major Decision or Special Servicer Decision (unless, with respect to a Non-Specially
Serviced Loan, the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request).
Notwithstanding the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect
to, or consent to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, and subject
to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a), the Master Servicer, with respect
to Non-Specially Serviced Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan
and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any
provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if
the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master
Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or
more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is
not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation
from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted by the
applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
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Certificates
pursuant to Section 3.25)) and (ii) such substitution would not be a “significant modification” of the Mortgage
Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause
an Adverse REMIC Event (and the Master Servicer or Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel
(at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited,
at the expense of the Trust) with respect thereto).


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such
Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if
the related Mortgage Loan documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve
the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties
or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes
of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions,
exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


If,
following any such release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special
Servicer, as applicable, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure
2010-30 or successor provisions, unless the related borrower provides an Opinion of Counsel that if such amount is not paid the
related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.


(b)            If
the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral
of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a
payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by
an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer
may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section
3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan, prior to the occurrence and continuance of a Control
Termination Event, the approval of the Directing Certificateholder (or after the occurrence and during the continuance of a Control
Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided
in Section 6.08; provided that with respect to a Serviced Whole Loan, the rights of the related Serviced Companion
Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the


 



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rights
of the related mezzanine lender, to advise or consult with the Special Servicer with respect to, or consent to, such modification,
waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement,
as applicable; provided that in the case of any release or substitution of collateral (other than a defeasance),
the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an
Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether
a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


With
respect to non-Specially Serviced Loans, the Master Servicer, prior to taking any action with respect to any Major Decision (or
making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision (or making a determination
not to take action with respect to a Special Servicer Decision) shall be required to refer the request to the Special Servicer.
The Special Servicer shall process the request directly. However, if the Master Servicer and Special Servicer mutually agree that
the Master Servicer shall process such request, the Master Servicer shall prepare and submit its written analysis and recommendation
to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer may reasonably
request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled to approve or disapprove
any modification, waiver or amendment that constitutes such a Major Decision or a Special Servicer Decision. In any case with
respect to any Major Decision or Special Servicer Decision in connection with a non-Specially Serviced Loan, each of the Master
Servicer and the Special Servicer shall be entitled to 50% of any related fee whether or not the Master Servicer processes such
request.


The
Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize
prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially
Serviced Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan
to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially
Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty
(20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground
lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold estate
(including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for
the deferral of interest unless interest accrues on the related Mortgage Loan or Serviced Whole Loan generally at the related
Mortgage Rate.


(c)            Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master


 



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Servicer
or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification, waiver
or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related Mortgage
Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification”
of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


(d)            To
the extent consistent with this Agreement, the Master Servicer (subject to the Special Servicer’s consent rights pursuant
to Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision or Special Servicer Decision)
or the Special Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage
Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated
waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event to occur. In making this determination,
the Master Servicer or Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator
if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification
or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account
pursuant to Section 3.05(a); provided that the Master Servicer or Special Servicer, as the case may be, shall use
its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage
Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of
any Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on
a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced
Companion Loan that is not a Specially Serviced Loan.


(e)            Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting
of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the
terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing
compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


(f)             All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


(g)            With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18 hereof,
the Special Servicer shall notify the


 



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Master
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence and during the continuance of
a Control Termination Event), the Directing Certificateholder (other than (i) following the occurrence of a Consultation Termination
Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder, the related Mortgage Loan Seller (if such
Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the
17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized and executed)
of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any
modification, waiver or amendment (in each case, after it is finalized and executed) for which it is responsible for processing
pursuant to Section 3.18 hereof, the Master Servicer shall provide written notice of any such modification, waiver or amendment
to the Trustee, the Certificate Administrator, the Special Servicer (and the Special Servicer shall, prior to the occurrence of
a Consultation Termination Event, forward such notice to the Directing Certificateholder), the applicable Companion Holder and
the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage
Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5
Information Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall
deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit
in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly
(and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder,
if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid
modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof
to each Holder of a Certificate (other than the Class R or Class Z Certificates) upon request. With respect to the processing
of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer
(if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer
(if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before
the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following the Master
Servicer or Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such additional debt or mezzanine
debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK, to cts.sec.notifications@wellsfargo.com
and an Additional Disclosure Notification in the form attached hereto as Exhibit EE. The notice contemplated in the preceding
sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information
or can reasonably obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period,
(2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to
the Master Servicer, Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the
Certificate Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator
to


 



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include
such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer
subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder. From
time to time, the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery time and format
for the information set forth in this paragraph.


(h)            The
Master Servicer shall process all defeasance transactions, subject to the Special Servicer’s consent with respect to any
Special Servicer Decision relating to a defeasance. Notwithstanding the foregoing, the Master Servicer shall not permit (or, with
regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant
to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8)(ii) and the Master 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 applicable Mortgage
Loan documents, in an amount sufficient to make all scheduled payments under the related 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 such Mortgage Loan or
Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the
Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property;
provided, however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv)
to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor
shall establish a single purpose entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent
permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall
use its reasonable efforts to require the related Mortgagor 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 Mortgage Loan documents and, if
applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided, further,
however, that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has
delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with
any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than
$20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans and
(iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing,
in the event that requiring the Mortgagor to pay for the items specified in clauses (ii),


 



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(iv)
and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs
shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


(i)             Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing
and/or consent rights pursuant to Section 3.18(a) with respect to any such action that constitutes a Major Decision or
a Special Servicer Decision) reasonably determines that allowing their use would not cause a default or event of default to become
reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted
under the Mortgage Loan documents and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense) to the effect
that such use would not be and would not constitute a “significant modification” of such Mortgage Loan or Companion
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect
to either Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(h) (including
receipt of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed
by the full faith and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


(j)             If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in
a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any
Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”, and
not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding


 



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anything
herein to the contrary, in no event shall the Master 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).


(k)            Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance that
is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


(l)             Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any defeasance transaction contemplated in clause (vi)(E) in the definition of “Major Decision”, the Special
Servicer shall not approve any such modification, waiver or amendment or consent thereto without first having received a copy
of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or
amendment will not cause an Adverse REMIC Event.


Section
3.19          Transfer of Servicing Between Master Servicer and Special Servicer;
Recordkeeping; Asset Status Report.  (a) Upon determining that a Servicing Transfer Event has occurred with respect
to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the Master Servicer or the Special
Servicer, as applicable, shall promptly give notice to the Master Servicer or the Special Servicer, as applicable, the Operating
Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File
to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications, to
the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all information,
documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such
Mortgage Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it
to assume its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of
clauses (viii), (ix) or (x) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from
the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in any


 



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event
shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion
Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related Serviced Companion
Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor and ((i) prior to
the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder,
a copy of the notice of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special
Servicer to the Master Servicer, pursuant to this Section 3.19. Prior to the occurrence of a Consultation Termination Event,
the Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive
Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of
the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and,
if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the
Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion
Noteholder and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder and shall return the related Mortgage File and Servicing File to the Master Servicer (or
copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage
File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate
and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion
Loan shall recommence.


(b)            In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


(c)            Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


(d)            The
Special Servicer, at the earlier of (x) sixty (60) days after a Servicing Transfer Event, and (y) prior to taking action with
respect to any Major Decision (or making a determination not to take action with respect to a Major Decision), for a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and, if applicable, the related Companion Loan, shall


 



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deliver
in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion
Loan and the related Mortgaged Property to the Master Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder
(but only in respect of any Mortgage Loan other than any Excluded Loan and prior to the occurrence of a Consultation Termination
Event), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event) and the
17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)) and, with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion
Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the related
Serviced Companion Loan has been sold or to the related Companion Holder. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable based on the information that was delivered to the Special Servicer in connection
with the transfer of servicing pursuant to the Servicing Transfer Event:


(i)          summary
of the status of the related Mortgage Loan or Serviced Whole Loan and any negotiations with the related Mortgagors;


(ii)        if
a Servicing Transfer Event has occurred and is continuing:


a)     a
discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan or Whole Loan and whether outside legal counsel has been retained;


b)    the
most current rent roll and income or operating statement available for the related Mortgaged Properties;


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


d)    a
copy of the last obtained Appraisal of the Mortgaged Property;


e)    the
status of any foreclosure actions or other proceedings undertaken with respect to the related Mortgage Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


f)     a
description of any amendment, modification or waiver of a material term of any ground lease; and


g)     if
the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (A) whether there was a violation
of a non-recourse carveout under the related Mortgage Loan or Serviced Whole


 



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Loan
and (B) any determination not to pursue a deficiency judgment against the related Mortgagor or guarantor;


(iii)       the
alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken
actions;


(iv)       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;


(v)        an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the special servicer made such determination and (y) the net
present value calculation (including the applicable calculation rate used) and all related assumptions; and


(vi)       such
other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset
Status Report in writing (or twenty (20) Business Days in the case of an Asset Status Report prepared prior to making a determination
of an Acceptable Insurance Default), the Directing Certificateholder shall be deemed to have approved the Asset Status Report
and the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the
applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within
ten (10) Business Days (or twenty (20) Business Days in the case of an Asset Status Report prepared prior to making a determination
of an Acceptable Insurance Default) of receipt and the Special Servicer has not made the affirmative determination described below,
the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in
no event later than thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator,
the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event and other than if an Excluded Loan
is involved), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event)
and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)), and, in the case of a Serviced Whole Loan, the related Serviced Companion Noteholder;
provided, however, that, if the Special Servicer determines that emergency action is necessary to protect the related
Mortgaged Property or the interests of the Certificateholders and any related Serviced Companion Noteholder, or if a failure to
take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with
respect to the related Mortgaged Property before the expiration of the ten (10) Business Day period (or, in the case of an Asset
Status Report prepared prior to making a determination of an Acceptable Insurance Default, twenty (20) Business Day period) if
the Special Servicer reasonably determines in


 



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accordance
with the Servicing Standard that failure to take such actions before the expiration of the ten (10) Business Day period (or, in
the case of an Asset Status Report prepared prior to making a determination of an Acceptable Insurance Default, twenty (20) Business
Day period) would materially and adversely affect the interest of the Certificateholders and the related Serviced Companion Noteholder
(if applicable) and the Special Servicer has made a reasonable effort, prior to the occurrence and continuance of any Control
Termination Event and other than if an Excluded Loan is involved, to contact the Directing Certificateholder. With respect to
any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Special
Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder
shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset
Status Report or until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection
is not in the best interests of all the Certificateholders and, if applicable, any related Serviced Companion Noteholder(s) (as
a collective whole as if such Certificateholders and/or Serviced Companion Noteholder(s), if applicable, constitute a single lender);
provided that, if the Directing Certificateholder does not approve an Asset Status Report within sixty (60) Business Days
from the first submission of an Asset Status Report, the Special Servicer shall take such action as set forth in the most recently
submitted Asset Status Report, provided that such action does not violate the Servicing Standard. The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided
that such report shall have been prepared, reviewed and approved or deemed approved pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis,
in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the Special
Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or
any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, (c) expose
the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee,
the Certificate Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability
or (d) materially expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities
under this Agreement.


After
the occurrence and during the continuance of a Control Termination Event, each of the Operating Advisor and (prior to the occurrence
and continuance of a Consultation Termination Event) the Directing Certificateholder 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


 



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Status
Report. After the occurrence and during the continuance of a Control Termination Event, the Special Servicer shall be obligated
to consider such alternative courses of action and any other feedback provided by the Operating Advisor or the Directing Certificateholder,
as applicable. At such times and for such durations as specified in the respective Intercreditor Agreements, with respect to a
Serviced Whole Loan, the related Serviced Companion Noteholder (or its representative) shall be entitled to consult on a non-binding
basis with the Special Servicer and propose alternative courses of action in respect of any Asset Status Report. The Special Servicer
may revise the Asset Status Reports as it deems reasonably necessary in accordance with the Servicing Standard to take into account
any input and/or recommendations of the Operating Advisor, any related Serviced Companion Noteholder (or its representative) (and,
during the continuance of such Control Termination Event but prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder).


The
Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Directing Certificateholder
may have.


Notwithstanding
the foregoing, the Directing Certificateholder shall not have any consultation or approval rights with respect to an Asset Status
Report that relates to an Excluded Loan.


Notwithstanding
the foregoing, the Special Servicer shall not be permitted to follow any advice, direction or consultation provided by the Operating
Advisor, any Serviced Companion Noteholder (or its representative) or the Directing Certificateholder that would require or cause
the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard or any Intercreditor Agreement,
require or cause the Special Servicer to violate provisions of this Agreement, require or cause the Special Servicer to violate
the terms of any Intercreditor Agreement or any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party
to this Agreement or their affiliates, officers, directors or agents to any claim, suit or liability, cause either Trust REMIC
to fail to qualify as a REMIC for federal income tax purposes or the Grantor Trust to fail to qualify as a grantor trust for federal
income tax purposes or result in the imposition of “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s responsibilities under this Agreement
or any Intercreditor Agreement.


(e)            (i)
Upon receiving notice of the occurrence of the events described in clause (c) of the definition of Servicing Transfer Event
(without regard to the 30-day period, respectively, set forth therein), the Master Servicer shall with reasonable promptness give
notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information that the Master Servicer
has in its possession relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer
to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five (5) Business Days of the occurrence of each such event.


(ii)        After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (c) of the definition of Servicing Transfer Event (without regard to the 30-day period set forth


 



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therein),
the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such notice is provided to the Special
Servicer pursuant to clause (i) above.


(f)             Prior
to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the
Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Asset Status Report with respect to an AB Mortgage Loan, to the Directing Certificateholder). With respect
to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event,
within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove
of such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset
Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section
3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business
Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing
Certificateholder until the Directing Certificateholder approves such draft summary; provided, however, that if
the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business
Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of the Final
Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary
of the Final Asset Status Report; provided, further, however, that if at any time the Special Servicer determines
that any affirmative disapproval of such draft summary by the Directing Certificateholder is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and
summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver (but
in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating
Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan and
deliver in electronic format notice of such final Asset Status Report and the summary of such Final Asset Status Report to the
Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


(g)            No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


Section
3.20          Sub-Servicing Agreements.  (a) The Master Servicer
and Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of
its respective obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent
with this Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of
this Agreement; (ii) provides that if the Master Servicer or Special Servicer, as applicable, shall for any reason no


 



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longer
act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its
designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations
of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof under the circumstances
described therein (subject to Section 3.20(g) hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders
and the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third
party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations
of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the
Operating Advisor, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable, any successor master
servicer or special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under
such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this
Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without penalty;
provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees
as contemplated by Section 3.20(g) hereof and in such additional manner and by such other Persons as is provided in such
Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of
assets of the Trust; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer
or Special Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan; (vii) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (viii) provides
that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be
terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer fails (A) to deliver by the due date
any Exchange Act reporting items required to be delivered to the Master Servicer, Certificate Administrator or Depositor under
Article XI or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement
that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the
Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to
this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items required under any
other pooling and servicing agreement that the Depositor is a party to. Any successor master servicer or special servicer, as
applicable, hereunder shall, upon becoming successor master servicer or special servicer, as applicable, be assigned and may assume
any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as applicable (subject to Section 3.20(g)
hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations
of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make
all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced
Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred


 



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and
with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing
Agreement. The Master Servicer or Special Servicer, as applicable, shall deliver to the Trustee (i) copies of all Sub-Servicing
Agreements entered into by it, in each case, promptly upon its execution and delivery of such documents and (ii) upon request
of the Trustee, any amendments or modifications to such Sub-Servicing Agreements. References in this Agreement to actions taken
or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer;
and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by
the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances
shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances
shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master
Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the
terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or Special Servicer, as applicable, shall
notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor (and the Special Servicer shall
notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer
need not provide such notice as to the Initial Sub-Servicing Agreements.


(b)            Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
or the Special Servicer’s obligations, as applicable, under this Agreement.


(c)            As
part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit of the
Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance
and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI
hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer or the Special Servicer,
as applicable, shall have the right to remove a Sub-Servicer retained by it in accordance with the terms of the related Sub-Servicing
Agreement.


(d)            In
the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and
records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if


 



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applicable,
the Companion Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder,
and otherwise use reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming
party.


(e)            Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer or the Special Servicer,
as applicable, shall remain obligated and responsible to the Trustee, the Master Servicer, the Special Servicer, holders of the
Companion Loans serviced hereunder and the Certificateholders for the performance of its 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 it alone were servicing
and administering the Mortgage Loans for which it is responsible, and the Master Servicer or the Special Servicer, as applicable,
shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall the Trust bear any termination
fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


(f)             The
Trustee, upon the request of the Master Servicer or the Special Servicer, as applicable, shall furnish to any Sub-Servicer any
documents necessary or appropriate to enable such Sub-Servicer to carry out its servicing and administrative duties under any
Sub-Servicing Agreement.


(g)            Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


(h)            With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 



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(i)             Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for
the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan other than
an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


Notwithstanding
anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing
decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan
documents, as applicable, without the consent of the Master Servicer or Special Servicer, as applicable.


Section
3.21          Interest Reserve Account.


(a)
          On the P&I Advance Date occurring in January (except during a
leap year) and February of each calendar year commencing in 2017 (in each case, unless the related Distribution Date is the final
Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage Loans, shall deposit into the Interest
Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Mortgage Loans
immediately following the Distribution Date occurring in the month preceding the month in which P&I Advance Date occurs at
the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof; and on the
Closing Date, the Depositor shall remit to the Certificate Administrator, and the Certificate Administrator shall deposit into
the Interest Reserve Account, the Interest Deposit Amount (all amounts so deposited pursuant to this sentence in any particular
January and/or February and on the Closing Date, “Withheld Amounts”).


(b)            On
each P&I Advance 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 (if applicable) and February, if any (or, in the case of the P&I Advance Date in March 2016, the Interest Deposit
Amount), and deposit such amount into the Lower-Tier REMIC Distribution Account.


Section
3.22          Directing Certificateholder and Operating Advisor Contact with
Master Servicer and Special Servicer.  Within a reasonable time upon request from the Directing Certificateholder
or the Operating Advisor, as applicable, and no more often than on a monthly basis, each of the Master Servicer and the Special
Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone available to verbally answer questions from
(a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan), the
Directing Certificateholder and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating
Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO
Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.






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Section
3.23          Controlling Class Certificateholders and Directing Certificateholder;
Certain Rights and Powers of Directing Certificateholder.  (a) Each Controlling Class Certificateholder 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 to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer
of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN
attached hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder
is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder
and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special
Servicer, it shall be the Directing Certificateholder.


            On
the Closing Date, the initial Directing Certificateholder shall deliver a certification substantially in the form of Exhibit
P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder, any successor Directing
Certificateholder shall also deliver a certification substantially in the form of Exhibit P-1G to this Agreement prior
to being recognized as the new Directing Certificateholder.


(b)            Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing
Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing
Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee
or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing
Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate
Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso
of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns
the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address
to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee
and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification
provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate
Balance of the Controlling Class.


 



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(c)            Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


(d)            In
the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master 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 Master Servicer or the Special Servicer, as applicable, then until
such time as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall
have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the
case may be.


(e)            Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each
Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses. In addition to the
foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence
of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the
Master Servicer and the Special Servicer. Notwithstanding the foregoing, Rialto CMBS VII, LLC shall be the initial Directing Certificateholder
and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination
Event occurs.


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder.


(f)             If
to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate
Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling
Class.


(g)            Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder
does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) the Directing
Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders
of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other
than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against
the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for
having so acted.


 



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(h)            (i)
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced Whole Loan, as applicable; provided,
however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required
to be delivered under the related Intercreditor Agreement.


(i)             Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder and the Directing Certificateholder.


(j)             With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the Directing Certificateholder shall exercise such rights in accordance with the related Intercreditor Agreement.


(k)            The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and
provide such information to the requesting party.


(l)             At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class F Certificates and the Class F
Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise
any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor,
the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master Servicer, the
Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such time as a Control
Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii)
of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event, such
Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred
with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest
in the Class F Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to
such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving Successor
shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a
Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to exercise
any of the rights of the Controlling Class Certificateholder. No Non-Waiving Successor described above shall have any consent
rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the sale or transfer of the Class F


 



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Certificates
to the Non-Waiving Successor and had not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage
Loan becomes a Corrected Loan.


(m)           Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon
the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred
or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the
Certificate Administrator’s Website pursuant to this provision.


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates
(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class
in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates
to less than 25% of the Original Certificate Balance thereof.”


In
the event that a Control Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class
F Certificateholder who has become the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder
or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control
Termination Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder
of its rights as Controlling Class Certificateholder.”


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Appraisal Reduction Amounts,
such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates
exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of
that Class, in each case without regard to the application of any Appraisal Reduction Amounts.”


In
the event of any transfer of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit
NN that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 



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With
respect to any Excluded Loan, the Directing Certificateholder or any Controlling Class Certificateholder shall not have any consent
or consultation rights with respect to the servicing of such Excluded Loan and Control Termination Event and Consultation Termination
Event shall be deemed to have occurred with respect to an Excluded Loan.


 


Section
3.24          Intercreditor Agreements. (a) Each of the Master Servicer
and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage
Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor Agreement and each agrees to service
each such Serviced Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement
and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance
with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the related
Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement,
each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan or a Mortgage
Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine
lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine
lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges
and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related
Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided
for therein.


 


(b)      Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine
lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice
each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the
Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer
or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special Servicer, as 


 



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applicable,
have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling Class
Certificateholder.


 


(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or Special
Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)       Notwithstanding
anything in this Agreement to the contrary, (a)(i) with respect to any non-Specially Serviced Loan the Special Servicer (with
respect to any Major Decision or Special Servicer Decision, unless the Master Servicer and the Special Servicer mutually agree
that, in connection with any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision,
the Master Servicer shall process and determine whether to consent, subject to the consent of the Special Servicer, to such modification,
waiver or amendment) or the Master Servicer (with respect to any modification, waiver or amendment that does not constitute a
Major Decision or a Special Servicer Decision), or (ii) with respect to any Specially Serviced Loan, the Special Servicer, as
applicable, shall be required (1) to provide copies of any notice, information and report that it is required to provide to the
Controlling Class Certificateholder pursuant to this Agreement with respect to any Major Decisions or Special Servicer Decisions
or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to the
related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder (for
this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence of a Control


 



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Termination
Event or a Consultation Termination Event) and (2) to consult with any related Companion Holder on a strictly non-binding basis,
to the extent having received such notices, information and reports, such related Companion Holder requests consultation with
respect to any such Major Decisions or Special Servicer Decisions or the implementation of any recommended actions outlined in
an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion
Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion
Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report
required to be provided to the Controlling Class Certificateholder, the Master Servicer or Special Servicer, as applicable, shall
no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded
within such ten (10) Business Day period (unless, the Master Servicer or Special Servicer, as applicable, proposes a new course
of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall
be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the
consultation rights of the related Companion Holder set forth in the immediately preceding sentence, the Master Servicer or Special
Servicer, as applicable, may make any Major Decision or take any action set forth in the Asset Status Report before the expiration
of the aforementioned ten (10) Business Day period if the Master Servicer or Special Servicer, as applicable, determines that
immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related Companion
Holder. In no event shall the Master Servicer or Special Servicer, as applicable, be obligated at any time to follow or take any
alternative actions recommended by the related Companion Holder.


 


(f)       In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of
the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)      With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)      Any
modification or amendment to an Intercreditor Agreement that would materially adversely affect the Master Servicer shall require
the prior consent of the Master Servicer.


 


(i)        With
respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the asset representations
reviewer under the Other Pooling and


 



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Servicing
Agreement or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the
asset representations reviewer under the Other Pooling and Servicing Agreement or such other requesting party with any documents
reasonably requested by the asset representations reviewer under the Other Pooling and Servicing Agreement or such other requesting
party, but only to the extent such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or
the Custodian, as the case may be.


 


Section
3.25          Rating Agency Confirmation. (a) Notwithstanding the
terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents
or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC
Requesting Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to
any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request
being posted to 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 such RAC Requesting Party shall be required to confirm (through direct communication and not by posting any
confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency
Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again. The circumstances described
in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.”


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency
Confirmation shall be deemed not to apply for such matter at such time (as if such requirement did not exist) with respect to
such Rating Agency and the Master Servicer (with respect to non-Specially Serviced Loans, if the Master Servicer is processing
the action requiring Rating Agency Confirmation) or the Special Servicer (with respect to Specially Serviced Loans, REO Mortgage
Loans and non-Specially Serviced Loans if the Special Servicer is processing the action requiring Rating Agency Confirmation with
respect to such non-Specially Serviced Loans), as the case may be, may then take such action if the Master Servicer (with respect
to non-Specially Serviced Loans, if the Master Servicer is processing the action requiring Rating Agency Confirmation) or the
Special Servicer (with respect to Specially Serviced Loans, REO Mortgage Loans and non-Specially Serviced Loans if the Special
Servicer is processing the action requiring Rating Agency Confirmation with respect to such non-Specially Serviced Loans), as
applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which
it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement
of the Master Servicer or Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist)
if (i) as certified in writing by the replacement master servicer or


 



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special
servicer, as applicable, it has been appointed and currently serves as a master servicer or special servicer on a transaction-level
basis on a transaction currently rated by Moody’s that currently has securities outstanding and for which Moody’s
has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in a CMBS transaction serviced by the applicable replacement master servicer or special servicer prior to the time
of determination, if Moody’s is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special
servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special
servicer), if Fitch is the non-responding Rating Agency or (iii) the replacement master servicer or replacement special servicer
is acting as master 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 or ratings of one or more classes of CMBS certificates citing servicing concerns with the replacement
master servicer or special servicer, as applicable, as the sole or a material factor in such rating action, if Morningstar is
the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format 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 3.13(c).


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section
3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement
did not exist), the Master 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 promptly post such
notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)      Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or
Special Servicer would have been permitted to waive obtaining such Rating Agency Confirmation pursuant to Section 3.25(a)
shall be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 






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Section
3.26          The Operating Advisor. (a) The Operating Advisor shall
promptly review (i) all information made available to Privileged Persons on the Certificate Administrator’s Website (A)
that relates to any Specially Serviced Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared
by the Master Servicer and (ii) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such labeled
Privileged Information.


 


(c)       (i)   
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review
of any assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Operating
Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans were Specially Serviced Loans during the prior calendar year) deliver to the Certificate Administrator
and the 17g-5 Information Provider within one hundred-twenty (120) days of the end of the prior calendar year for which a Control
Termination Event was continuing as of December 31, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit V (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the
information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement),
setting forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement
during the prior calendar year on a “platform-level basis” with respect to the resolution and liquidation of Specially
Serviced Loans that the Special Servicer is responsible for servicing under this Agreement; provided, further, however,
that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the special servicer
that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the
date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating
Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such
Serviced AB Whole Loan under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without
limitation, Section 3.26(d) hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations
(i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the
resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing
under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply with
all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post
such Operating Advisor Annual Report on


 



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the
Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which
shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with
Section 3.13(c)); provided, however, that the Special Servicer shall be given an opportunity to review the
Operating Advisor Annual Report at least ten (10) Business Days prior to its delivery to the Certificate Administrator and the
17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual
Report that are provided by the Special Servicer. Only as used in this Section 3.26 in connection with the Operating Advisor
Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as
they relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Asset
Status Report and other information delivered to the Operating Advisor by the Special Servicer (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.


 


(ii)     In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report. The Operating Advisor shall be entitled to rely on the accuracy and completeness
of any information it is provided without liability for any such reliance hereunder.


 


(iii)    The
ability to perform the duties of the Operating Advisor and the quality and the depth of any Operating Advisor Annual Report shall
be dependent upon the timely receipt of information prepared or made available by others and the accuracy and the completeness
of such information. In addition, in no event will the Operating Advisor have the power to compel any transaction party to take,
or refrain from taking, any action. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness
of any information it is provided without liability for any such reliance thereunder.


 


(iv)    In
the event a lack of access to Privileged Information limits or prohibits the Operating Advisor from performing its duties under
this Agreement, the Operating Advisor shall set forth any such limitations or prohibitions in the related Operating Advisor Annual
Report, and the Operating Advisor shall not be subject to any liability arising from such limitations or prohibitions.


 


    (d)      Prior
to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction Amount
and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection
with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations have been finalized.
The Operating Advisor shall review such


 



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calculations
but shall not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net
present value calculations.


 


    (e)     (i) 
After the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization
by the Special Servicer of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present value in accordance
with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor
to confirm the mathematical accuracy of such calculations, but not including any Privileged Communications), to the Operating
Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor
shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional
materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)     In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations. The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably
requested by the Special Servicer necessary for the calculation of the Appraisal Reduction Amount that is in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor and Special Servicer are not able
to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall
promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Operating Advisor and Special Servicer and determine which calculation is to apply.
In making such determination, the Certificate Administrator may hire an independent third party to assist with any such
calculation at the expense of the Trust. The Certificate Administrator shall be entitled to conclusively rely on such third party
calculation.


 


    (f)       Notwithstanding
the foregoing, prior to a Control Termination Event, the Operating Advisor shall have no specific involvement with respect to
collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance policies, mortgagor substitutions,
lease changes or other similar actions that the Special Servicer may perform under this Agreement.


 


    (g)      The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such information to any other Person (including any Certificateholders other than the Directing


 



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Certificateholder),
other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with a notice indicating
that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement
that receives Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information
may not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless
a Control Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced
Whole Loan and other than an Excluded Loan) other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing,
the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating
Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(h)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(i)        As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non-Serviced Mortgage Loans
but not any Companion Loan) or each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue
from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such
Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or
REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding
sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the
period when the outstanding Certificate Balances of the Control Eligible Certificates have not been reduced to zero as a result
of the allocation of Realized Losses to such certificates, only to the extent such Operating Advisor Consulting Fee is actually
received from the related Mortgagor; provided, however, that to the extent such fee is incurred after the outstanding
Certificate Balances of the Control Eligible Certificates have been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, such fee shall be payable in full to the Operating Advisor as a Trust Fund expense. When the Operating
Advisor has consultation obligations with respect to a Major Decision under this Agreement, the


 



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Master
Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard
to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision,
but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as applicable,
may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that
such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special
Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests
for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding
basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor
will have no obligations or consultation rights as Operating Advisor with respect to: (i) any Non-Serviced Whole Loan or any related
REO Property or (ii) with respect to any AB Mortgage Loan, prior to the occurrence and continuance of a Control Termination Event;
provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with
respect to any Non-Serviced Whole Loan.


 


(j)        After
the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of Holders
of Certificates evidencing not less than 15% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates
(taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to
which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating
Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating
Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred
by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate
Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator
at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall
promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of at least 75% of the aggregate Certificate Balance of all Classes
of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace
the Operating Advisor with the replacement Operating Advisor.


  


(k)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a


 



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certification
by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and
appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written notice
of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information
Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the Directing Certificateholder (but
only if no Consultation Termination Event has occurred), any Companion Holder and the Certificateholders.


 


(l)        The
holders of certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)      Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment
by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency Confirmation
from each Rating Agency. No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor
shall have assumed the resigning Operating Advisor’s responsibilities and obligations. The resigning Operating Advisor shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


(o)       In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class X-F Certificates,
the Class X-NR Certificates, the Class Z Certificates and the Class R Certificates, then all of the rights and obligations of
the Operating Advisor shall terminate without payment of any termination fee (other than any rights or obligations that accrued
prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights arising
out of events occurring prior to such termination). In connection with any termination pursuant to this Section 3.26(o),
no successor Operating Advisor shall be appointed. Upon receipt of written notice of such acts by a


 



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Responsible
Officer of the Trustee, the Trustee shall provide the Operating Advisor with prompt notice upon its termination pursuant to this
Section 3.26(o).


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder. 


 


(q)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)        Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


(s)       The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within 30 days of the termination of the Operating Advisor, the Depositor
shall be permitted to find a replacement.


 


Section
3.27          Companion Paying Agent. (a)  With respect to
each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying
Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.


 


(b)      
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion


 



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Paying
Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely,
as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements,
opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their
face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28          Companion Register. The Companion Paying Agent shall maintain
a register (the “Companion Register”) with respect to each Serviced Companion Loan on which it will record
the names and address of, and wire transfer instructions for, the Companion Holders from time to time, to the extent such information
is provided in writing to it by each Companion Holder. The initial Companion Holders, along with their respective name and address,
are listed on Exhibit S hereto. In the event a Companion Holder transfers a Companion Loan without notice to the Companion
Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall
have no obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the
Other Servicer under the Other Pooling and Servicing Agreement.


 


Section
3.29          Certain Matters Relating to the Non-Serviced Mortgage Loans.
(a)  In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer
and the Special Servicer shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate


 



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Administrator
or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)       With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control
Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event,
shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)        With
respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


Section
3.30          [Reserved]


 


Section
3.31          [Reserved]


 


Section
3.32          Litigation Control. (a) With respect to any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan or any related REO Loan or related REO Property, the Special
Servicer shall in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor,
guarantor, other obligor on the related Note or any affiliates thereof (each a “Borrower-Related Party”) against
the Trust (including, without limitation, any action in which both the Trust and the Master Servicer are named), and/or the Special
Servicer or any predecessor master servicer or special servicer, and represent the interests of the Trust in any litigation relating
to the rights of the Trust, or of the Mortgagor or other Borrower-Related Party under the related Mortgage Loan documents or with
respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or


 



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Serviced
Whole Loan, as applicable, the related Mortgaged Property or other collateral securing such Mortgage Loan or such Serviced Whole
Loan, or otherwise with respect to the enforcement of the obligations of a Borrower-Related Party under the related Mortgage Loan
documents (“Loan-Related Litigation”). In the event that the Master Servicer is named in any Loan-Related Litigation
but the Special Servicer is not named in such Loan-Related Litigation (and regardless of whether the Trust is named in such Loan-Related
Litigation), the Master Servicer shall notify the Special Servicer of such litigation as soon as reasonably practicable but in
any event no later than within ten (10) Business Days of the Master Servicer receiving service of such Loan-Related Litigation.


 


(b)       To
the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the Special Servicer is named, in
order to effectuate the role of the Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer
shall (i) provide quarterly (unless requested in writing from time to time on a more frequent basis) status reports to the Special
Servicer, regarding such Loan-Related Litigation; (ii) use reasonable efforts to have the Trust replace the Master Servicer as
the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party to the lawsuit, consult with and
act at the direction of the Special Servicer with respect to material decisions and material monetary settlements related to the
interests of the Trust in such Loan-Related Litigation, including but not limited to the selection of counsel. If and/or once
the Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan-Related Litigation as provided
in Section 3.32(a) above, the Master Servicer shall no longer have the reporting obligations set forth above and the Special
Servicer’s selection of counsel shall be subject to the consent of the Master Servicer which consent shall not be unreasonably
withheld. Further, if there are claims against the Master Servicer, the Trust, and the Special Servicer, each party at the request
of the other shall enter into a joint defense agreement in accordance with Section 3.32(h) below.


 


(c)       The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related
Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Directing Certificateholder
(for so long as no Consultation Termination Event has occurred and is continuing and to the extent the identity of the Directing
Certificateholder is actually known to the Special Servicer; provided that the Special Servicer shall make due inquiry of the
Certificate Administrator as to the identity of the Directing Certificateholder), and the related holder of any Companion Loan
(if such matter affects a Serviced Companion Loan and to the extent the identity of the holder of such Serviced Companion Loan
is actually known to the Special Servicer), and the Directing Certificateholder (for so long as no Control Termination Event has
occurred and is continuing) has not objected in writing within five (5) Business Days of having been notified thereof and having
been provided with all information that the Directing Certificateholder has reasonably requested with respect thereto promptly
following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received
by the Special Servicer within such five (5) Business Day period, then the Directing Certificateholder shall be deemed to have
approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing Standard)
that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan,
the related


 



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Companion
Loan Holders, the Special Servicer may take such action without waiting for the Directing Certificateholder’s response.


 


(d)       Notwithstanding
Section 3.32(c) above, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation
provided by the Directing Certificateholder that would require or cause the Special Servicer or the Master Servicer, as applicable,
to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer or the Master
Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special Servicer or the Master Servicer,
as applicable, to violate the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party to
this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause an Adverse REMIC Event,
or materially expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s
or the Trustee’s, as applicable, responsibilities under this Agreement.


 


(e)       Notwithstanding
the right of the Special Servicer provided in this Section to represent the interests of the Trust in Loan-Related Litigation,
the Master Servicer shall retain the right at all times to make determinations in the Master Servicer’s sole discretion,
relating to material and direct claims against the Master Servicer where a settlement by the Special Servicer has not otherwise
been resolved pursuant to the terms of clause (g) below, including but not limited to the right to engage separate counsel,
to make settlement decisions and to appear in any proceeding on its own behalf. The cost related to or incurred in connection
with exercising such rights shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)        Further,
nothing in this Section 3.32 shall require the Master Servicer, the Special Servicer or any other party to this Agreement
to take or fail to take any action which, in such party’s reasonable judgment, may result in a violation of the REMIC Provisions
or grantor trust provisions of the Code, subject the Master Servicer, the Special Servicer or other such party to liability, or
materially expand the scope of the Master Servicer’s, the Special Servicer or such party’s obligations under this
Agreement.


 


(g)       In
the event where the Master Servicer or Special Servicer is a named party neither the Special Servicer nor the Master Servicer
will settle on behalf of the other such party, any Loan-Related Litigation without such other party’s consent unless: (i)
such settlement does not contain or require any admission of liability, wrongdoing or consent to injunctive relief on the part
of such other party and such other party is fully released, (ii) the cost of such settlement or any resulting judgment is and
shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement, (iii) such other party is and
shall be indemnified as and to the extent provided in this Agreement for all costs and expenses incurred in defending and settling
the Loan-Related Litigation and for any judgment, (iv) any such action taken by the Master Servicer at the direction of the Special
Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (v) the Master Servicer
or the Special Servicer, as applicable, provides such other party with assurance reasonably satisfactory to such other party,
as to the items in clauses (i), (ii), (iii) and (iv).


 


(h)       In
the event both the Master Servicer and the Special Servicer or the Trust are named in Loan-Related Litigation, to the extent that
the Master Servicer and the Special


 



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Servicer
deem it appropriate, the Master Servicer and the Special Servicer shall (i) use reasonable efforts to enter into a joint defense
agreement and (ii) otherwise cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.32.


 


(i)        This
Section 3.32 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation on
behalf of the Trust in accordance with the Servicing Standard.


 


(j)        Notwithstanding
the foregoing, and subject to the requirements of the second sentence in the second paragraph of Section 3.01(a) of this
Agreement, (i) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate Administrator or Custodian,
in its respective individual capacity, or in the event that any judgment is rendered against the Trustee, Certificate Administrator
or Custodian, as applicable, in its individual capacity, the Trustee, Certificate Administrator or Custodian, as applicable, upon
prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such
proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute
such litigation or claim); (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation
or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage
Loan documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the
Special Servicer shall, without the prior written consent of the Trustee, Certificate Administrator or Custodian, as applicable,
(A) initiate an action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator or Custodian, as
applicable, whether in such capacity or individually, (B) engage counsel to represent the Trustee, Certificate Administrator or
Custodian, as applicable, (C) settle any claim giving rise to liability to the Trustee, Certificate Administrator or Custodian,
as applicable, in its individual capacity, or (D) prepare, execute or deliver any government filings, forms, permits, registrations
or other documents or take any other similar actions with the intent to cause, and that actually causes, the Trustee, Certificate
Administrator or Custodian, as applicable, to be registered to do business in any state (provided that neither the Master Servicer
nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee, Certificate Administrator
or Custodian to grant such consent); and (iii) in the event that any court finds that the Trustee, Certificate Administrator or
Custodian, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising
from this Agreement or any Mortgage Loan, the Trustee, the Certificate Administrator or the Custodian, as applicable, shall have
the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests,
whether as Trustee, Certificate Administrator or Custodian, as applicable, or individually (but not to otherwise direct, manage
or prosecute such litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude the Special
Servicer (with respect to any material Loan-Related Litigation, with the consent or consultation of the Directing Certificateholder
prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively) from initiating
any action, suit, litigation or proceeding in its name as representative of the Trust.


 






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Notwithstanding
the foregoing or anything to the contrary in this Section 3.32, this Section 3.32 shall not apply to any Loan-Related
Litigation and shall have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related
Litigation is commenced or at any time during the continuance of such Loan-Related Litigation, Rialto Capital Advisors, LLC is
no longer the Special Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement
as Special Servicer with respect to the related Mortgage Loan or related Whole Loan whether or not such replacement is effective
or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, or any of their respective affiliates is
an adverse party (with respect to the Trust or the Special Servicer) to such Loan-Related Litigation or holds any interest which
is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan (or any portion thereof) or
the related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to in writing by each of the
Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, or affiliate that is such a party or holds such interest, and in
each case under clauses (i) and (ii) above, the applicable party listed above shall provide notice of such occurrence
to the Master Servicer pursuant to the terms of this Agreement. For the further avoidance of doubt, in such circumstance described
in this paragraph, the rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be
as otherwise set forth in this Agreement.


 


Section
3.33          Delivery of Excluded Information to the Certificate Administrator.  Any
Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance
of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.33(a) shall
not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.33(a) shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13. When
so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to
any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.33(a) until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1B to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on the Certificate Administrator’s Website, such Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 3.13(a).


 






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Nothing
set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan
shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End
of Article III]


Article
IV



distributions TO CERTIFICATEHOLDERS


 


Section
4.01          Distributions. (a)       On
each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall be
deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution
Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests,
and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect
to any succeeding priority:


 


(i)        first,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-E
Certificates, the Class X-F Certificates and the Class X-NR Certificates, pro rata (based upon their respective entitlements
to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Classes of Certificates for such Distribution Date;


 


(ii)      second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates in reduction of the Certificate Balances thereof: (I) prior to the
Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount, until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal
Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in subclause (1) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero;
(3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal Distribution Amount (or the portion
thereof remaining after any distributions specified in subclauses (1) and (2) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-


 



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2
Certificates has been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates, in an amount up to the
Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2)
and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3
Certificates has been reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates, in an amount up to the
Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2),
(3) and (4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-4 Certificates has been reduced to zero; and (6) sixth, to the Holders of the Class A-5 Certificates, in an amount up
to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1),
(2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-5 Certificates has been reduced to zero; and (7) seventh, to the Holders of the Class A-SB Certificates,
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4), (5) and (6) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to zero; and (II) on or after the Cross-Over
Date, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, pro rata (based on their
respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date, until the
Certificate Balance of each Class of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is
reduced to zero;


 


(iii)     third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates, pro rata (based upon the aggregate unreimbursed Realized Losses
previously allocated to each such Class), plus interest on that amount at the Pass-Through Rate for such Class compounded monthly
from the date the related Realized Loss was allocated to such Class;


 


(iv)      fourth,
to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)       fifth,
after the Certificate Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and Class A-SB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)     sixth,
to the Holders of the Class A-S Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 






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(vii)    seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(viii)   eighth,
after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the Class B Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;


 


(ix)      ninth,
to the Holders of the Class B Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(x)       tenth,
to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xi)      eleventh,
after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and Class B Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class C Certificates has been reduced to zero;


 


(xii)     twelfth,
to the Holders of the Class C Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xiii)    thirteenth,
to the Holders of the Class D and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective Interest Distribution Amounts in respect of such Classes of Certificates for such Distribution
Date;


 


(xiv)    fourteenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates and the Class C Certificates have been reduced
to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to
the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class
D Certificates has been reduced to zero;


 


(xv)     fifteenth,
to the Holders of the Class D Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on


 



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that
amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such
Class;


 


(xvi)   sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xvii)  seventeenth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balance thereof, up to
an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii) eighteenth,
to the Holders of the Class E Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xix)    nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xx)     twentieth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and
Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates has been reduced to zero;


 


(xxi)    twenty-first,
to the Holders of the Class F Certificates, up to an amount equal to the unreimbursed Realized Losses previously allocated to
such Class, plus interest on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related
Realized Loss was allocated to such Class;


 


(xxii)   twenty-second,
to the Holders of the Class NR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date; 


 


(xxiii)  twenty-third,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class NR Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after
any distributions in


 



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respect
of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates and Class
F Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class NR Certificates has been reduced
to zero;


 


(xxiv)  twenty-fourth,
to the Holders of the Class NR Certificates, until all amounts of Realized Losses previously allocated to the Class NR Certificates,
but not previously reimbursed, have been reimbursed in full plus interest on that amount at the Pass-Through Rate for such Class
compounded monthly from the date the related Realized Loss was allocated to such Class; and


 


(xxv)   twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled
principal payments are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


   (b)       [Reserved]


 


   (c)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable to the
Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(f) and 4.01(i)
such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to the Certificate
Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive
distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect of its Related Certificates
plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA-1, Class LA-2,
Class LA-3, Class LA-4, Class LA-5, Class LA-SB and Class LA-S Uncertificated Interests, the Class X-A Certificates, (ii) in the
case of the Class LB Uncertificated Interest, the Class X-B Certificates, (iii) in the case of the Class LD Uncertificated Interest,
the Class X-D Certificates, (iv) in the case of the Class LE Uncertificated Interest, the Class X-E Certificates, (v) in the case
of the Class LF Uncertificated Interest, the Class X-F Certificates and (vi) in the case of the Class LNR Uncertificated Interests,
the Class X-NR Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net
Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal
Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a). Amounts distributable
pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution


 



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Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c).
The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount.
The pass through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds
for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)       After
the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses and other amounts provided for in
this Section 4.01.


 


(e)       (i) 
On each Distribution Date, Yield Maintenance Charges payable with respect to the Mortgage Loans calculated by reference to a U.S.
Treasury rate collected during the related Collection Period will be distributed by the Certificate Administrator to the Holders
of each Class of Regular Certificates (excluding the Class X-E, Class X-F, Class X-NR, Class E, Class F and Class NR Certificates)
in the following manner: (1) pro rata, between (x) the respective Classes of Certificates in YM Group A and (y) the respective
Classes of Certificates in YM Group B, based upon the aggregate of principal distributed to the Classes of Principal Balance Certificates
in each such YM Group on such Distribution Date, and (2) as among the Classes of Certificates in each YM Group, in the following
manner: (A) the Holders of each Class of Principal Balance Certificates in such YM Group will be entitled to receive a portion
of each such Yield Maintenance Charge allocated to such YM Group equal to the product of (a) a fraction whose numerator is the
amount of principal distributed to such Class of Certificates on such Distribution Date and whose denominator is the total amount
of principal distributed to all of the Principal Balance Certificates in that YM Group on such Distribution Date, (b) the Base
Interest Fraction for the related Principal Prepayment and such Class of Regular Certificates, and (c) such portion of such Yield
Maintenance Charges allocated to such YM Group, and (B) the portion of such Yield Maintenance Charges allocated to such YM Group
remaining after such distributions on the Principal Balance Certificates in such YM Group will be distributed (X) in the case
of amounts distributable to YM Group A, to the Class X-A Certificates and (Y) in the case of amounts distributable to YM Group
B, on a pro rata basis in accordance with their respective reductions in their Notional Amounts on such Distribution Date,
to the Class X-B and Class X-D Certificates. If there is more than one such Class of Principal Balance Certificates in either
YM Group entitled to distributions of principal on any particular Distribution Date on which Yield Maintenance Charges payable
with respect to the Mortgage Loans are distributable,


 



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the
aggregate amount of such Yield Maintenance Charges allocated to such YM Group will be allocated among all such Classes of Principal
Balance Certificates up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance
with the first sentence of this paragraph.


 


(ii)      No
Yield Maintenance Charge shall be distributed to the Holders of the Class X-E Certificates, Class X-F Certificates, Class X-NR
Certificates, Class E Certificates, Class F Certificates, Class NR Certificates, Class R Certificates or Class Z Certificates.
After the Certificate Balances and Notional Amounts of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class A-SB Certificates, Class X-A Certificates, Class X-B Certificates, Class
A-S Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class X-D Certificates have been reduced
to zero, all Yield Maintenance Charges with respect to the Mortgage Loans shall be distributed to the Holder of the Class X-D
Certificates.


 


(iii)     All
distributions of Yield Maintenance Charges made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(e)(i) shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier
REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount of principal distributed in respect
of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


   (f)        On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other than
amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Regular
Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier
Regular Interests) up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed
after application of the Available Funds for such Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account will not
reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance
Certificates and related Realized Losses in each case allocable to the Regular Certificates. Upon termination of the Trust, any
amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from the
Lower-Tier REMIC in respect of the Class LR Interest.


 


   (g)       All
distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among
the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record
Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator
with wiring instructions no less than five (5) Business Days prior to the related


 



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Record
Date (which wiring instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise
by check mailed to such Certificateholder at its address in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of Realized Losses previously allocated to such Certificate) will
be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


   (h)       Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with
respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website pursuant
to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)     
 the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar
or such other location therein specified; and


 


(ii)      no
interest shall accrue on such Certificates from and after such Distribution Date.


 


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 uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the
time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate and subject to escheatment and other


 



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applicable
laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section
4.01(h).


 


    (i)        Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled
to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired shall be to the
prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the
address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder shall
be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed to
any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit
of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated
by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


    (j)        On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed solely to the Holders of the Class Z Certificates from the Excess Interest Distribution Account. Excess Interest
will not be available to pay any other amounts except for distributions on Class Z Certificates set forth in the prior sentence.


 


   (k)       On
the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to
be deposited therein;


 


(ii)      to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 






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(iii)     to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)     to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


   All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of
such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account
so appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by check
sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account
shall be located at a commercial bank in the United States.


 


   On
the final Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator
who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing
and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance
Date.


 


   Section
4.02          Statements to Certificateholders; CREFC® Investor
Reporting Packages; Grant of Power of Attorney.  (a)  On each Distribution Date, the Certificate Administrator shall
make available pursuant to Section 3.13(b) on the Certificate Administrator’s Website to any Privileged Person a
statement (substantially in the form set forth as Exhibit G hereto and based in part upon information supplied to the Certificate
Administrator in the related CREFC® Investor Reporting Package in accordance with CREFC® guidelines)
as to the distributions made on such Distribution Date (each, a “Statement to Certificateholders”) which shall
include:


 


(i)       the
amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)      the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)     the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property
Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination
Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 






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(iv)     the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)      the
aggregate amount of unscheduled payments received;


 


(vi)     the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)    the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 119 days (and for each thirty (30) day period thereafter until liquidation), (D) current but specially serviced or
in foreclosure but not an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)   the
value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)      the
Available Funds for such Distribution Date;


 


(x)      the
Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)      the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable (A) to Yield Maintenance
Charges, (B) (in the case of the Class Z Certificates), Excess Interest and (C) prepayment premiums;


 


(xii)     the
Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)    the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)   the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on such
Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect of the Principal
Balance Certificates to date;


 


(xv)    the
Certificate Factor for each Class of Certificates (other than the Class R and Class Z Certificates) immediately following such
Distribution Date;


 






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(xvi)   the
amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable to
the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and the
total Appraisal Reduction Amount effected in connection with such Distribution Date, together with a detailed worksheet showing
the calculation of each Appraisal Reduction Amount on a current and cumulative basis;


 


(xvii)  the
current Controlling Class;


 


(xviii) the
number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)    a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)     a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)    all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)   in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(c) and 4.01(f);


 


(xxiii)  the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of previously
allocated Realized Loss;


 


(xxiv)  the
aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)  with
respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with such
Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount
of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)  with
respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein) included
in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately


 



    	-274-



    	 



    

 


recovered
since the previous Determination Date, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation
Proceeds and other amounts received in connection with that determination (separately identifying the portion thereof allocable
to distributions on the Certificates), and (C) the amount of any Realized Loss, as applicable, allocated to the Principal Balance
Certificates in respect of the related REO Loan in connection with that determination;


 


(xxvii)    the
aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)    the
aggregate amount of interest on Servicing Advances (including with respect to any Serviced Whole Loan, the Trust’s interest
therein) paid to the Master Servicer, the Special Servicer and the Trustee since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxix)      the
then-current credit support levels for each Class of Certificates;


 


(xxx)       the
aggregate amount of Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)      a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)     a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)    an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates with respect
to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer;
and


 


(xxxiv)    the
amount of any Excess Interest actually received.


 


   In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii),
(xxiv) and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates
of each applicable Class and per Definitive Certificate.


 


   The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information by virtue
of its receipt from another party for the purposes of posting of such information to the Certificate Administrator’s Website.


 


   Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses
(i) and


 



    	-275-



    	 



    

 


(ii)
above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was
a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or that
a Certificateholder or Certificate Owner 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.


 


Upon
receipt of a summary of any Asset Review Report from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b) the Certificate Administrator shall include such summary in Item 1B on the Form 10-D for such period in which the
Asset Review Report was delivered.


 


(b)       [Reserved]


 


(c)       Each
of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or Internet website (in addition to making information available as provided herein) any reports or other information
the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a “click-through”
confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor)
to the extent such action does not conflict with the terms of this Agreement (including without limitation, any requirements to
keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph,
the availability of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s or Special Servicer’s Internet website, the Master Servicer or the Special Servicer, as applicable, shall
take reasonable measures to ensure that only such parties listed above may access such information including, without limitation,
requiring registration, a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer,
as applicable, shall not be liable for dissemination of this information in accordance with this Agreement, and neither the Master
Servicer nor the Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to
Sections 3.13 and 4.02(c), other than information produced by the Master Servicer or Special Servicer, as applicable;
provided that such information otherwise meets the requirements set forth herein with respect to the form and substance
of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection,
any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such report.


 


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be


 



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provided by the Master Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor shall
have any obligation to recompute, verify or recalculate the information provided thereto by the Master Servicer. Unless the Certificate
Administrator has actual knowledge that any report or file received from the Master Servicer contains erroneous information, the
Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders in accordance
with Section 4.01, preparing the Statement to Certificateholders required by Section 4.02(a) and allocating Realized
Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding
the foregoing, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)       Upon
the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such
and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A under
the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the
sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including any
prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)       The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)       Upon
the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s
reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s
or Special Servicer’s possession, the Master Servicer or Special Servicer shall provide or make available (or forward electronically)
to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder) any


 



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Excluded
Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible to such
Excluded Controlling Class Holder through the Certificate Administrator’s Website) relating to any Excluded Controlling
Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party; provided that, in connection
therewith, the Master Servicer or Special Servicer may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person
is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information confidential
and is not a Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely. In addition, the Master
Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a
Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1D
that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with
respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f)
shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section
4.03          P&I Advances. (a)  On or before 4:00 p.m.,
New York City time, on each P&I Advance Date, the Master Servicer shall (i) remit to the Certificate Administrator for deposit
from its own funds into the Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances,
if any, with respect to the Mortgage Loans to be made in respect of the related Distribution Date or (ii) apply amounts held in
the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any such obligation
to make P&I Advances with respect to the Mortgage Loans aggregating the total amount of P&I Advances to be made. Any amounts
held in the Collection Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans
shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the
Collection Account on or before the Business Day immediately preceding the next succeeding P&I Advance Date (to the extent
not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which
P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I
Advances with respect to the Mortgage Loans and any REO Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances with respect to the Mortgage Loans and any REO Mortgage Loans for such Distribution Date. If the Master Servicer
fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make
such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the
Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator)
by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I
Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time,
on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee for the related Mortgage Loans and any REO Mortgage Loans shall not be remitted
to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection
Account for payment to CREFC® on such Distribution Date.


 






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(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and all Mortgage Loans and REO Mortgage Loans, shall be equal to: (i) the Periodic Payments (net
of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary
Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan)
and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and
delinquent as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any
Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon
Payment as of the close of business on the Business Day preceding the related P&I Advance Date (including any REO Loan (other
than any portion of an REO Loan related to a Companion Loan) as to which the related Balloon Payment would have been past due),
an amount equal to the Assumed Scheduled Payment (net of any collections of previously unadvanced principal and interest (adjusted
to the related Net Mortgage Rate) received with respect to such Mortgage Loan or REO Loan, as applicable, during the related Collection
Period) therefor. Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances
is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion
of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received
in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to
be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Non-Serviced Mortgage Loan, the Master Servicer will be required
to make its determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that any proposed
P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently
of any determination made by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, as the
case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer
or Special Servicer determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written
notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, that either
has determined in accordance with the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed
advance under the applicable Non-Serviced PSA that is similar to a P&I Advance would be, or any outstanding advance under
such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then the Master Servicer or the Trustee
may, based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to
the related


 



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Non-Serviced
Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer shall not be required
to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer
or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise.


 


(d)       In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made with respect to
a Mortgage Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related
Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The Master Servicer
shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17
of this Agreement, as soon as practicably possible after funds available for such purpose are deposited in the Collection
Account.


 


(e)       Notwithstanding
the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges,
Default Interest, late payment charges, prepayment premiums, Balloon Payment or any P&I Advance with respect to any Companion
Loan and (ii) if an Appraisal Reduction Amount has been determined to exist with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has been made in accordance with the related Non-Serviced PSA and
the Master Servicer has notice of such Appraisal Reduction Amount) then in the event of subsequent delinquencies thereon, the
interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it
being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the product
of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without regard
to this clause (ii), and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal
Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or,
in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan),
if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon
Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)       In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 






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Section
4.04          Allocation of Realized Losses. (a)  On each Distribution
Date, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator
shall calculate the amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of this calculation only,
not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans
that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such
Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any
REO Loans (excluding any portion allocable to any related Companion Loan, if applicable) expected to be outstanding immediately
following such Distribution Date, is less than (ii) the then aggregate Certificate Balance of the Principal Balance Certificates
after giving effect to distributions of principal on such Distribution Date (any such deficit, the “Realized Loss”).
Any allocation of Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof
by the amount so allocated. Any Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall
constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Realized
Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate
Balance of the Class of Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal
Balance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on
the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal
Balance Certificates that previously were allocated Realized Losses, in sequential order, in each case up to the amount of the
unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates.


 


(b)       On
each Distribution Date, the Certificate Balance of any Class of Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Realized Losses, if any, allocable to such Class of Certificates with respect to such Distribution
Date. The Realized Loss, if any, for a Distribution Date shall be allocated first, to the Class NR Certificates, second,
to the Class F Certificates, third, to the Class E Certificates, fourth, to the Class D Certificates, fifth,
to the Class C Certificates, sixth, to the Class B Certificates; seventh, to the Class A-S Certificates and then,
pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5
and Class A-SB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced
to zero.


 


(c)       With
respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section
4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal
Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section
4.05          Appraisal Reduction Amounts.     (a)
 For purposes of (x) determining the Non-Reduced Certificates and the Controlling Class (and whether a Control Termination
Event has occurred and is continuing) and (y) determining the Voting Rights of the


 



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related
Classes for purposes of removal of the Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with respect to
a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to the respective Classes of Principal
Balance Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance
of each such Class is reduced to zero (i.e., first, to Class NR Certificates, second, to the Class F Certificates,
third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates,
sixth, to the Class B Certificates, seventh, to the Class A-S Certificates and finally, pro rata based on
their respective Certificate Balances, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates).
Following receipt from the Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any
Appraisal Reduction Amount with respect to each Mortgage Loan (which notification may be satisfied through delivery of such information
included in the CREFC® Loan Periodic Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC®
Investor Reporting Package). Based on information in its possession, the Certificate Administrator shall determine from time to
time which Class of Certificates is the Controlling Class. The Certificate Administrator shall provide notice of the identity
of the Controlling Class as set forth in Section 3.23(m). With respect to any Appraisal Reduction Amount calculated for
purposes of determining the Non-Reduced Certificates and the Controlling Class, the appraised value of the related Mortgaged Property
will be determined on an “as-is” basis.


 


   (b)         (i) 
The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination
to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a result of an Appraisal
Reduction Amount in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order
a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred
(such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable best efforts to ensure
that such second Appraisal is delivered within thirty (30) days from receipt of the Requesting Holders’ written request
and shall ensure that such Appraisal is prepared on an “as-is” basis by an MAI appraiser (provided that such
MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting
the Special Servicer to obtain an additional Appraisal).


 


(ii)        Upon
receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal
Reduction Amount is warranted, and if so warranted, the Special Servicer shall recalculate the Appraisal Reduction Amount based
on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the
extent required by such recalculation of the Appraisal Reduction Amount. The Holders of an Appraised-Out Class requesting any
supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction, control, consent and/or
similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period
beginning upon receipt by the Special Servicer of any request to obtain a supplemental Appraisal


 



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pursuant
to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation
of the Appraisal Reduction Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount based on
the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each
Appraisal Review Period shall be exercised by the most senior Class of Control Eligible Certificates, if any.


 


(c)       With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has remained current for three consecutive Periodic
Payments, and with respect to which no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan during
the preceding three months (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related
Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related
Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed,
notify the Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update
of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would
be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following
receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section
4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and (i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded
Loan, the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance
with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from the Master Servicer
necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s possession or reasonably obtainable
by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor and, ((i) prior to the occurrence of any Consultation Termination
Event and (ii) other than with respect to any Excluded Loan), the Directing Certificateholder, the amount and calculation or recalculation
of the Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and
such report shall be delivered in the CREFC® Appraisal Reduction Amount Template
format; provided, however, that the Special Servicer shall not be liable for failure to comply with such duties
insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special Servicer
to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder. Such report shall
also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan),
to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of such
Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion
Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the Special
Servicer is required to redetermine the Appraisal Reduction Amount, such redetermined Appraisal Reduction Amount shall replace
the prior Appraisal Reduction Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable.
Prior to the


 



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occurrence
of a Consultation Termination Event and other than with respect to any Excluded Loan, the Special Servicer shall consult with
the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal
Reduction Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required
to obtain an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan
or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an
Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the
related Mortgaged Property within the nine-month period immediately prior to the occurrence of such Appraisal Reduction Event.
Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer
is not aware of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation. Notwithstanding the foregoing, no new or updated Appraisal shall be required if the Mortgage Loan, Serviced Whole
Loan or REO Property is under contract to be sold within ninety (90) days of such Appraisal Reduction Event or anniversary thereof
and the Special Servicer reasonably believes such sale is likely to close.


 


The
Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably
required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request
shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable
Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to timely make
such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to
the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request.


 


(d)       Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan), and with respect to which
no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount.
Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in
accordance with and pursuant to the terms of the applicable Non-Serviced PSA.


 


(e)       Each
Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect
to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified
in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal balance
is notionally reduced to zero by such Appraisal Reduction Amounts) and second, to the related AB


 



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Mortgage
Loan. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the
related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata,
between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective
Stated Principal Balances.


 


Section
4.06          Grantor Trust Reporting.  (a)  The parties
intend that the portion of the Trust Fund constituting the Grantor Trust shall constitute, and that the affairs of the Grantor
Trust shall be conducted so as to qualify such portion as, a “grantor trust” under subpart E, part I of subchapter
J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention,
neither the Trustee nor the Certificate Administrator shall have the power to vary the investment of the Holders of the Class
Z Certificates in the Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause
to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate
Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall
(A) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, Form 1099)
or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause
and (B) furnish, or cause to be furnished, to the Holders of the Class Z Certificates, their allocable share of income and expense
with respect to the Excess Interest and Excess Interest Distribution Account in the time or times and in the manner required by
the Code.


 


(b)       If
the Certificate Administrator receives notice that any Class Z Certificate is held through a “middleman” as defined
by the WHFIT Regulations, then the Grantor Trust will be treated as a WHFIT that is a WHMT. In such event, the Certificate Administrator
will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate
Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator shall be
entitled to rely on its receipt of notice in the first sentence of this Section 4.06(b) and shall be entitled to indemnification
in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that any notice
received pursuant to the first sentence of this paragraph is incorrect. As of the Closing Date, no Class Z Certificate is held
through a middleman.


 


(c)       The
Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations
specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder
uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders
annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised
or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)       The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate


 



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Administrator
or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder of Class Z
Certificate, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate
Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale.
Absent receipt of information regarding any sale of Class Z Certificates, including the price, amount of proceeds and date of
sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market
trading of WHFIT interests.


 


(e)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class Z Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received.
Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The
Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely
CUSIP information.


 


Section
4.07          Investor Q&A Forum; Investor Registry; and Rating Agency
Q&A Forum and Document Request Tool.  (a)  The Certificate Administrator shall make available, only to
Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on
the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners of Certificates that are Privileged
Persons may submit questions to (A) the Certificate Administrator relating to the Statement to Certificateholders, (B) the Master
Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to Section 3.13(b),
the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor
relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer
referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.
Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor,
as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry
as provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor,
as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a
Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator
shall not be responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator
shall post (within a commercially reasonable period of


 



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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 Master Servicer, the Special Servicer or the Operating Advisor determines, in its
respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (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 this Agreement, (iv) answering any Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer, the Certificate
Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information
(subject to the Privileged Information Exception, or (vi) 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 Master Servicer, the Special Servicer or the Operating Advisor,
shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose
any direct communications with the Directing Certificateholder as part of its response to any Inquiries. The Certificate Administrator
shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate
Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because
the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and
the Operating Advisor 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 Pooling 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
or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant
additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating
Advisor, as applicable, (v) answering any Inquiry would 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 Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers
posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any
of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates
will 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. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor
shall not be required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor
to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
this Agreement.


 


(b)       The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry.


 



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The
“Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website,
where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information with
respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b)
it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry.
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 Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)       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 questions to the Certificate Administrator relating to any Statements to
Certificateholders, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries
that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to
submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer
to the following: RAInvRequests@wellsfargo.com), 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 Master 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 Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following
receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the
Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an
inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website.
If the Certificate Administrator, the Master 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 Servicing Standard, this Agreement or any
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, 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
Master Servicer or the Special Servicer, as


 



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applicable,
and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines in accordance with
the Servicing Standard (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, Master
Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry
and 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 will 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 will be attributable only to the respondent, and shall
not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates
will 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 will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 


Section
4.08          Secure Data Room.  (a)       The
Certificate Administrator shall create a Secure Data Room within 120 days following the Closing Date. The Depositor shall upon
the receipt of each Mortgage Loan Seller’s Diligence File Certificate, deliver to the Certificate Administrator within 120
days following the Closing Date, an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the
Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents
of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the
Certificate Administrator to (i) the Asset Representations Reviewer and (ii) provided that the Certificate Administrator has received
the Diligence File Certificate from each Mortgage Loan Seller pursuant to Section 2.01(h), any other Person at the direction
of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)       The
Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to
the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of,


 



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or
information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that
any document or information is posted in error, the Certificate Administrator may remove such document or information from the
Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any
document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible
or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data
Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct.
The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any
Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities
under this Agreement.


 


(c)          Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased
or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator
in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such
direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following
the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files
from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve
such deleted files.


 


[End
of Article IV]


Article
V



THE CERTIFICATES


 


Section
5.01          The Certificates.  (a)  The Certificates
will be substantially in the respective forms annexed hereto as Exhibits A-1 through and including A-24, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may,
in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance,
with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized
initial Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates
(other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of authorized
initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered


 



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Certificates
(other than the Class X-D, Class X-E, Class X-F, Class X-NR, Class R and Class Z Certificates) will be issuable in minimum Denominations
of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. If
the Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of
$1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial
Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount.
The Class R and Class Z Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such
Class R or Class Z Certificates and in integral multiples of 1% in excess thereof.


 


(b)          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.


 


Section
5.02          Form and Registration. No transfer of any Non-Registered
Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act,
and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial
Purchasers to Rialto CMBS VII, LLC) is to be made in reliance upon an exemption from the Securities Act, and under the applicable
state securities laws, then either:


 


(a)       Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions
in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry 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 Book-Entry Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the
Non-Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for
the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents
holding on behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the
commencement of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted
Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related
Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set
forth in Section 5.03(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary
Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions


 



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due
in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of
such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class
is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation
S Book-Entry 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 Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)       Certificates
of each Class of Non-Registered Certificates offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under
the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with
the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name
of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry 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)       Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional Accredited
Investors that are not Qualified Institutional Buyers (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. For the avoidance of doubt, the Class R Certificates shall only be
in the form of Definitive Certificates.


 


(d)       Owners
of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to
enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to


 



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obtain
possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non-Registered
Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry 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 Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt
from the Depository of instructions for re-registration, 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 Book-Entry Certificate,
the same legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar
shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates
will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references
to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from
the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures
and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such
Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered
Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance
with the Depository’s procedures.


 


Section
5.03          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 Certificates of each Class of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a
Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for exchange and registration
of transfer and (ii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.


 


(b)       Subject
to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate,
the Certificate 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.


 


(c)       Rule
144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the
Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the


 



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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 Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 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 Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
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 I 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 Book-Entry 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 Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
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 Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry 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 Book-Entry
Certificate that is being exchanged or transferred.


 


(d)       Rule
144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry
Certificate of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required
to take delivery thereof in the form of an interest in a Regulation S Book-Entry 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 Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07 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 Book-Entry
Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry 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 J 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 Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise
entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry 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


 



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shall
instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and
to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Book-Entry 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 Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Book-Entry 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 Book-Entry Certificate that
is being exchanged or transferred.


 


(e)       Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the
same Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry 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 Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 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 Book-Entry Certificate equal to the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry 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 Book-Entry 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 Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form
of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest
in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A
Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter
in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional
Buyer (an “Investment Representation Letter”) 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 Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry 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 Book-Entry Certificate equal
to the reduction


 



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in
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry 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 Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)        Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
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 L hereto from the holder of a beneficial interest in such
Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry 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 Book-Entry Certificate,
representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged
for interests in the Regulation S Book-Entry 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 Book-Entry Certificate. Upon any exchange of interests in the Temporary
Regulation S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Book-Entry 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 Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)       Non-Book
Entry Certificate to Book-Entry 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 Book-Entry 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 Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 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 Book-Entry 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 M hereto (in the event that the applicable Book-Entry Certificate
is the Temporary Regulation S Book-Entry Certificate), in the form of


 



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Exhibit
N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form
of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry 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 Book-Entry 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 Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.
Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the
Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry
Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a Non-Book
Entry Certificate (or any portion thereof).


 


(i)          Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(j)          Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers
made pursuant to the provisions of subsection (e) above.


 


(k)          If
Non-Registered 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 Non-Registered 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 or Regulation S 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.


 




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(m)          With
respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of
Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee benefit plan
subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan
(as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made
under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or
(B) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan
assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of
a Plan subject to Similar Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may
be held only by a person not described in clauses (A) or (B) above, is presented for registration in the name of
a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee
and Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA,
Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor or the Depositor to
any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law)
in addition to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer,
pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received
either the representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii)
above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters,
the Operating Advisor or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that
it is not a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or other disposition
of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975 of
the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(m) shall be deemed absolutely
null and void ab initio, to the extent permitted under applicable law.


(n)          No
Class R or Class Z Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class






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R
or Class Z Certificate. Each prospective transferee of a Class R or Class Z Certificate shall deliver to the transferor and the
Certificate Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the prospective
transferee is not a Plan or a person acting on behalf of or using the assets of a Plan. 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.


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


(i)          Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in
the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as
an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest
as soon and as fully as possible.


(ii)        
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, 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 D-1 (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 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






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proposed
transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(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 D-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 therein 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 sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees 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, that such Persons shall in no event be
excused from furnishing such information.


(o)          The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


(p)          Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting
payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for such withholding,
and the Certificateholders shall be required to provide the Certificate Administrator with such forms and other such information
reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any amount from interest
or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal withholding requirements,
the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


Section
5.04     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and






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(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. In connection with the issuance of any
new Certificate under this Section 5.04, 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 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


Section
5.05     Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the
Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required
to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute
such report, statement or other information to such beneficial owner (or prospective transferee).


Section
5.06     Access to List of Certificateholders’ Names and Addresses; Special Notices. The
Certificate Registrar shall maintain in as current 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 (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 Certificateholder proposes to transmit, then the Certificate Registrar shall,
within ten (10) Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s
sole cost and expense) access during normal business hours to a current list of the Certificateholders related to the Class of
Certificates held by such Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that the
Certificate Registrar 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 information was derived. The Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and
addresses of Certificateholders from time to time upon request therefor.


The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or






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Certificate
Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form
10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include the
following and no more than the following: (a) the name of the Certificateholder or Certificate Owner making the request, (b) the
date the request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership
of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable
to the Certificate Administrator that is similar to any of the foregoing documents). The Certificate Administrator shall not have
any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate will be paid by the Trust.


Section
5.07     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 Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479-0113 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders
and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


Section
5.08     Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association
is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator
resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate
thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements
set forth in Section 8.06.


(b)          The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 



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(c)          The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the 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 therewith.


(d)          The
Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


(e)          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; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


(f)          The
Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer
or the Depositor.


Section
5.09     [Reserved] 


Section
5.10     Voting Procedures. With respect to any matters submitted to Certificateholders for a
vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered
in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific
vote:


(a)          Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


(b)          In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance or Notional Amount greater than zero as of the record date of the vote shall be permitted to vote. Once a
Holder has cast its vote, the vote may be changed or retracted on or before the vote






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deadline.
Any changes or retractions shall be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot.
After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or
retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny
the proposition subject to a vote without taking into consideration the votes cast by any other Holder. Transferees or purchasers
of any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition
of such Certificate.


(c)          The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


(d)          Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


(e)          If
any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of the
Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and
the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


[End
of Article V]


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations
reviewer AND THE DIRECTING CERTIFICATEHOLDER


Section
6.01    Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating
Advisor and the Asset Representations Reviewer. (a) The Master Servicer hereby represents, warrants and covenants to
the Trustee, for its own






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benefit
and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the
Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)          The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


(ii)        
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C)
violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in
the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform
its obligations under this Agreement or its financial condition;


(iii)       
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it 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, legal and binding
obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


(v)          The
Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to
perform its obligations under this Agreement or the financial condition of the Master Servicer;


(vi)        No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable






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judgment,
is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement;


(vii)       The
Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


(viii)      No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained,
made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the
lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement.


(b)          The
Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)          The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


(ii)        The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations
under this Agreement or its financial condition;


(iii)       The
Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it 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, legal and binding
obligation of the Special






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Servicer,
enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


(v)          The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


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


(vii)       The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


(c)          The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the Special Servicer,
as of the Closing Date, that:


(i)          The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 



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(ii)        The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


(iii)       The
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it 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, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


(v)          The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor;


(vi)        The
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


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


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor






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contemplated
by this Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to
the actual performance by the Operating Advisor of its obligations under this Agreement, or which, if not obtained would not have
a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder.


(d)          The
Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


(i)          The
Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the
laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


(ii)        The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;


(iii)       The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it 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, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


(v)          The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations






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Reviewer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement or the financial condition of the Asset Representations Reviewer;


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


(vii)       The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


(viii)      No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


(ix)        The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


(e)          The
representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this Agreement.
Upon written notice to or actual knowledge of any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially and
adversely affects the interests of any party to this Agreement, the Certificateholders, the party with such actual knowledge or
that has received written notice of such breach shall give prompt written notice (to the extent such notice has not already been
given) to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Certificateholder.


Section
6.02     Liability of the Depositor, the Master Servicer, the Operating Advisor and the Special Servicer. The
Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable
in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor,
the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 



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Section
6.03     Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating
Advisor, the Special Servicer or the Asset Representations Reviewer. (a) Subject to subsection (b) below, the
Depositor, the Master Servicer and the Special Servicer each will keep in full effect its existence, rights and franchises as
an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification
to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity
and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective
duties under this Agreement.


(b)          The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case
may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding
to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer
or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes
of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further,
that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization,
is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Operating Advisor
notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other
change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, in






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writing
that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity
has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically
identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor or
the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably
withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating
Advisor may remain the Master Servicer, Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being
merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its
assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer
or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues
to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the
Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in
such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable,
in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization,
to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the
provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third
proviso of the second preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01.


(i)          The
Asset Representations Reviewer 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.


(ii)        Any
Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset
Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have
assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


Section
6.04     Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or
any of the partners, directors, officers, shareholders, members,






    	-312-



    	 



    

managers,
employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion
Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any such Person against any breach of warranties or representations made by it herein or any liability which would
otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations
or duties or by reason of negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor and any partner, director, officer, shareholder, member,
manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses incurred in connection with, or related to, this Agreement, the Mortgage Loans, the Companion Loans or the Certificates,
other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred
in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such
obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members,
managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law.
In addition, absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate
Administrator (including in its capacity as Custodian) shall be liable for special, punitive, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator
has been advised of the likelihood of such loss or damage and regardless of the form of action. Each of the Master Servicer (including
in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor
conclusively may rely on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, financial
statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with
this Agreement and reasonably believed or in good faith believed by the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been
signed or presented by the proper party or parties and each of them may consult with counsel, in which case any written advice
of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action






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taken
or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


(b)          None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and,
in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of a Serviced Companion Loan (as
a collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided,
however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs
and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such
Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion
Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust
for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount
thereof), as provided by Section 3.05(a)(xii).


(c)          Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as
a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as






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applicable,
if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with
counsel reasonably satisfactory to the Trustee, the Certificate Administrator or the Depositor) and pay 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. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be,
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced
thereby.


(d)          Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any
willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the
Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the
Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall
assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating Advisor) and pay
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. Any failure to so notify the Trustee or the Certificate Administrator
shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless
the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


(e)          The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Depositor of its duties and obligations






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hereunder
or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect
or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party
with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory
to the Master Servicer (including in its capacity as Companion Paying Agent) or the Special Servicer) and pay 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. Any failure to so notify the Depositor shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


(f)          The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be,
shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim
(with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay 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. Any failure to so notify the Operating Advisor shall not affect any rights any of
the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense
of such claim is materially prejudiced thereby.


(g)          Neither
the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees
or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 



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(h)          The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be,
shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume
the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay
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. Any failure to so notify the Asset Representations Reviewer shall
not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset
Representations Reviewer’s defense of such claim is materially prejudiced thereby.


(i)          The
applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating Advisor,
Non-Serviced Depositor and Non-Serviced Trustee, and any of their respective partners, directors, officers, shareholders, members,
managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified
by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor
Agreement) of 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 the servicing and administration of a Non-Serviced Mortgage
Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust
pursuant to the terms of the related Non-Serviced PSA).


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor.


Section
6.05     Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions
of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and
duties hereby imposed on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible






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under
applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance
of such appointment by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator
and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee
and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. No such resignation by the
Master Servicer or the Special Servicer shall become effective until the Trustee or a successor master servicer or successor special
servicer, as applicable, shall have assumed the Master Servicer’s or Special Servicer’s, as applicable, responsibilities
and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer
shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination
(as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant to this Section
6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor
master servicer or special servicer with respect to this Section 6.05; provided that, such successor master servicer
or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates
and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the
Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all costs and expenses
(including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties
pursuant to this Section 6.05. Except as provided in Section 7.01(c), in no event shall the Master Servicer or the
Special Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer or Special
Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


Section
6.06     Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The
Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and
may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the
Special Servicer hereunder or exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided,
however, that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations
hereunder by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


Section
6.07     The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer,
the Special Servicer or any Affiliate thereof may become the






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Holder
of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate with (except as otherwise
set forth in the definition of “Certificateholder”) the same rights it would have if it were not the Master
Servicer, the Special Servicer or an Affiliate thereof.


Section
6.08     The Directing Certificateholder. (a) The Directing Certificateholder shall be entitled
to advise (1) the Special Servicer with respect to all Specially Serviced Loans other than any Excluded Loan and (2) the Special
Servicer with respect to Non-Specially Serviced Loans other than any Excluded Loan, as to all matters for which the Master Servicer
must obtain the consent or deemed consent of the Special Servicer (who will have fifteen (15) Business Days, or sixty (60) days,
with respect to the determination of an Acceptable Insurance Default, from the date that the Special Servicer receives the information
from the Master Servicer, to analyze and make a recommendation regarding any of the following actions (provided that, in
the event that the Special Servicer and the Master Servicer have mutually agreed that the Master Servicer will determine and process
the request with respect to the subject following action, if the Special Servicer does not consent, or notify the Master Servicer
that it will not consent, to any of the following actions within the required fifteen (15) Business Days or sixty (60) days, as
applicable, the Special Servicer shall be deemed to have consented to the subject following action)) and (b) notwithstanding anything
herein to the contrary, except as set forth in, and in any event subject to the second and third paragraphs of this Section
6.08, the Master Servicer shall not be permitted to take any of the following actions, including with respect to any Mortgage
Loan (other than any Non-Serviced Mortgage Loan or any Excluded Loan) or any Serviced Whole Loan, and for so long as no Control
Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to take any of the following actions
(and with respect to the first proviso following the Major Decisions listed below shall not be permitted to consent to the Master
Servicer’s taking any of the following actions) as to which the Directing Certificateholder has objected in writing within
ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, twenty (20) days) after receipt
of the written recommendation and analysis from the Special Servicer (provided that if such written objection has not been
received by the Special Servicer within such ten (10) Business Day (or twenty (20) day) period, then the Directing Certificateholder
will be deemed to have approved such action):


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


(ii)        any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted pay-offs but excluding waiver
of Default Interest or late payment charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of
such Mortgage Loan or Serviced Whole Loan;


(iii)       any
sale of a Defaulted Loan or any REO Property (other than in connection with the termination of the Trust) for less than the applicable
Purchase Price






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(excluding
any expenses incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee
in respect of the breach or document defect giving rise to a repurchase or substitution obligation under a Mortgage Loan Purchase
Agreement);


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


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


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


(vii)       any
property management company changes or franchise changes to the extent the lender is permitted to consent or approve under the
Mortgage Loan documents;


(viii)      releases
of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves,
other than those releases done in accordance with the specific terms of the related Mortgage Loan or Serviced Whole Loan and for
which there is no lender discretion;


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


(x)          any
determination of an Acceptable Insurance Default;


(xi)        following
a default or an event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan
or any acceleration of such Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or
similar proceedings under the related Mortgage Loan documents or with respect to the related borrower or Mortgaged Property;


(xii)       any
modification, waiver or amendment of an Intercreditor Agreement, Co-Lender Agreement or similar agreement with any mezzanine lender
or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan, or an action to enforce






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rights
with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;


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


(xiv)       any
approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or
condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property;


provided,
however, that notwithstanding the foregoing, the Master Servicer and Special Servicer may mutually agree, as contemplated
by Section 3.18(a) of this Agreement, that the Master Servicer will process and obtain the prior consent of the Special
Servicer with respect to any of the foregoing matters with respect to any Non-Specially Serviced Loan, and, whether processed
by the Master Servicer or not, with respect to a Major Decision in connection with a Non-Specially Serviced Loan, the Master Servicer
and the Special Servicer shall each be entitled to 50% of any Excess Modification Fees and assumption, consent and earnout fees
(other than the assumption application fees and defeasance fees) paid in connection with such matters; provided, further,
that, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized by this
Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any
other matter requiring consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination
Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder or the Operating Advisor),
is necessary to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of
the Certificateholders and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the
subordinate or pari passu nature of any Companion Loans, as the case may be)), the Special Servicer or Master Servicer,
as applicable, may take any such action without waiting for the Directing Certificateholder’s response (or without waiting
to consult with the Directing Certificateholder or the Operating Advisor, as the case may be), provided that the Special
Servicer or Master Servicer, as applicable, provides the Directing Certificateholder (or the Operating Advisor, if applicable)
with prompt written notice following such action including a reasonably detailed explanation of the basis therefor. The Special
Servicer is not required to obtain the consent of the Directing Certificateholder for any of the foregoing actions after the occurrence
and during the continuance of a Control Termination Event; provided, however, that, after the occurrence and during
the continuance of a Control Termination Event but, with respect to the Directing Certificateholder only, prior to the occurrence
of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder in connection with
any Major Decision not relating to any Excluded Loan (and any other actions which otherwise require consultation with the Directing
Certificateholder prior to a Consultation Termination Event hereunder) and consider alternative actions recommended by the Directing
Certificateholder, in respect thereof. In the event the Special Servicer receives no response from the Directing Certificateholder
within 10 Business Days following its written request for input on any required consultation, the Special Servicer shall not be
obligated to consult with the Directing Certificateholder on the specific matter; provided, however, that
the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with






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the
Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan or any other Mortgage Loan. In
addition, after the occurrence and during the continuance of a Control Termination Event the Special Servicer will also be required
to consult with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require
consultation with the Operating Advisor after the occurrence and during the continuance of a Control Termination Event hereunder)
and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation
is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor within 10 Business
Days following the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer
shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the
failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage
Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis,
in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by
the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting
with the Operating Advisor.


In
addition, with respect to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred
and is continuing, the Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the
Special Servicer with respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement,
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the
Directing Certificateholder may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding
anything herein to the contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may
require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to
a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation
of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as
applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is not in the best interests of
the Certificateholders.


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder
or any advice or direction from the Directing Certificateholder, would cause the Special Servicer or Master Servicer, as applicable,
to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without






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limitation,
the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advise
and notify the Directing Certificateholder, the Trustee and the Rating Agencies of its determination, including a reasonably detailed
explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer
in accordance with the direction of or approval of the Directing Certificateholder that does not violate the terms of any Mortgage
Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on
the part of the Master Servicer or the Special Servicer.


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder
shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or
by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor
the interests of the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders of
the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced
PSA over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests
of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder,
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the controlling
class under the related Non-Serviced PSA, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against






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such
Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee,
agent or principal thereof for having so acted.


(b)          Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event (and
at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right to consent to or direct any
action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to
receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special
Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect to any Excluded
Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii) after the occurrence
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall
have no direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other
than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


[End
of Article VI]


Article
VII



SERVICER TERMINATION EVENTS


Section
7.01     Servicer Termination Events; Master Servicer and Special Servicer Termination. (a)
“Servicer Termination Event,” wherever used herein, means any one of the following events:


(i)          (A)
any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or any Companion Distribution Account or make a required remittance to any Serviced Companion Noteholder on the day and
by the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied
within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


(ii)        any
failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required to
be made or to remit to the Master Servicer for deposit into the Collection Account or any Companion Distribution Account, as applicable,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one Business Day after the
time specified by, the terms of this Agreement; or


 



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(iii)       any
failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (ten (10)
days in the case of the Master Servicer’s failure to make a Servicing Advance or twenty (20) days in the case of a failure
to pay the premium for any insurance policy required to be maintained) or such shorter period (not less than two (2) Business
Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance,
as applicable) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given
to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or to the Master Servicer or the
Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates of any
Class, evidencing, as to such Class, not less than 25% of the Voting Rights allocable to such Class or, if affected thereby, by
a Serviced Companion Noteholder; provided, however, if any such failure is capable of being cured and the Master
Servicer or Special Servicer, as applicable, is diligently pursuing such cure, the 30-day cure period will be extended an additional
sixty (60) days; provided, further, however, that the Master Servicer, or the Special Servicer, as applicable,
has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing
to pursue, a full cure; or


(iv)        any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan), as applicable, and which continues unremedied
for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have
been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee
by the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced Companion
Noteholder; provided, however, that if such breach is capable of being cured and the Master Servicer or the Special
Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional sixty (60) days;
provided, further, that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such
failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full
cure; or


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


 



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


(vii)       a
servicing officer of the Master Servicer obtains knowledge that the Master Servicer has ceased to have a commercial master servicing
rating of at least “CMS3” from Fitch and that rating is not reinstated within sixty (60) days or a servicing officer
of the Special Servicer obtains knowledge that the Special Servicer has ceased to have a commercial special servicer rating of
at least “CSS3” from Fitch and that rating is not reinstated within sixty (60) days, as the case may be; or


(viii)      a
servicing officer of the Master Servicer or the Special Servicer, as applicable, obtains knowledge that the Master Servicer or
the Special Servicer, as applicable, has failed to maintain a ranking by Morningstar equal to or higher than “MOR CS3”
as a Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special Servicer, as applicable, is
not reinstated to that ranking within sixty (60) days (provided that if Morningstar has not issued a ranking with respect
to such Master Servicer or the Special Servicer, as applicable, then the following shall constitute a Servicer Termination Event:
Morningstar has (i) qualified, downgraded or withdrawn its ratings of one or more Classes
of Certificates or any class of Serviced Companion Loan Securities, or (ii) placed one or more Classes of Certificates or classes
of Serviced Companion Loan Securities on “watch status” in contemplation of rating downgrade or withdrawal and, in
the case of either of clauses (i) or (ii), publicly citing servicing concerns with the Master Servicer or the Special Servicer,
as applicable, as the sole or a material factor in such rating action (and such qualification,
downgrade, withdrawal or “watch status” placement has not been withdrawn by Morningstar within 60 days of such event);
or


(ix)        the
Master Servicer or the Special Servicer, as applicable, or any primary servicer or sub-servicer appointed by the Master Servicer
or the Special Servicer, as applicable, after the Closing Date (but excluding any primary servicer or sub-servicer which the Master
Servicer has been instructed to retain by the Depositor or a Sponsor), fails to deliver the items required hereunder after any
applicable notice and cure period (provided that, with respect to any year that a report on Form 10-K is required to be filed,
the cure period shall be five (5) Business Days in the case of the Master Servicer’s or Special Servicer’s obligations,
as applicable, to deliver items pursuant to Article XI) to enable the Certificate Administrator, Depositor or a depositor
under any other securitization to comply with the Trust's reporting obligations under the Exchange Act (any primary servicer or
sub-servicer that defaults in accordance with this clause may be terminated at the direction of the Depositor).


(b)          If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer






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Termination
Event shall not have been remedied, the Trustee or the Depositor may, and at the written direction of ((i) for so long as a Control
Termination Event has not occurred and is not continuing and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled to more than 50% of the
Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master Servicer
or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination Event
under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor and
the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected
Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion
Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and
unpaid compensation and reimbursement through the date of such termination as provided for under this Agreement for services rendered
and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise provided in
this Article VII, all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with
respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without
limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected
Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and Special Servicer each agree that
if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business
Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it
to enable it to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s,
as the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including,
without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which
shall at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account (if
it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received
with respect to the Mortgage Loans or any REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect
to the Special Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior
to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or
otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates
shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


(c)          If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(vi) or (a)(vii), the Master Servicer shall have a forty-five (45) day period after such notice in
which to find a successor






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master
servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03 and Section 7.02 and to which
the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such forty-five (45) day period
the Master Servicer may continue to serve as Master Servicer hereunder. In the event that the Master Servicer is unable, within
such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master Servicer hereunder,
then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that
affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated,
the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing
Agreement, as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related
Serviced Pari Passu Whole Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari
Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion
Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu
Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02
and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply
with the provisions of Section 7.02. Any appointment of a replacement Special Servicer in accordance with this paragraph
shall be subject to the receipt of Rating Agency Confirmation and confirmation from the rating agencies that such appointment
or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related
Serviced Companion Loan Securities (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


(d)          Subject
to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement at any
time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan,
the Directing Certificateholder shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d).
Upon a termination of such Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan) shall
designate a successor special servicer; provided, however, that (i) such successor will meet the requirements set
forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any
Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to






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Section
11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal
Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating
Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which
will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of
Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such
Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate
Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail, and conduct the solicitation
of votes of all Certificates in such regard, which vote shall occur within one hundred-eighty (180) days of the posting of such
notice. Upon the written direction of (a) Holders of Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of
Certificates or (b) Holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each of Class of Non-Reduced
Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint
the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.
The Certificate Administrator shall include on each Statement to Certificateholders a statement that each Certificateholder may
(i) access such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications
when such notices are posted thereon.


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of a special servicer
with respect to a Non-Serviced Whole Loan, as applicable, will in any event be subject to Rating Agency Confirmation from each
Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a consultation
termination event under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace the special servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such
Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 



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Following
the occurrence of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor
determines that the Special Servicer is not performing its duties as required hereunder or is otherwise not acting in accordance
with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy
to the Special Servicer, a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any
other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting
its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special
servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator shall promptly
post notice to all Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website
in accordance with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard. Upon
(i) the affirmative vote of Holders of Principal Balance Certificates evidencing at least a majority of the aggregate Voting Rights
(taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances
of such Certificates) of all Principal Balance Certificates on an aggregate basis and (ii) receipt of Rating Agency Confirmation
from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (i), the Trustee
shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special
servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of the effective date of such
termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel)
associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification
of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Trustee does not
receive at least a majority of the requested votes, then the Trustee shall have no obligation to remove the Special Servicer.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to
the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder.


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section
7.01(d). All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination
under this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


(e)          The
Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required
by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or






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downgraded
due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the remedy for a breach
of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(vi), (a)(vii) and (a)(viii)
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall not be
construed to limit the effect of Section 7.01(a)(vi), (a)(vii) and (a)(viii).


(f)          Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer
may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


(g)          Notwithstanding
anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the
Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder
or the majority Controlling Class Certificateholder on its behalf shall select an Excluded Special Servicer, as successor to the
resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence
and during the continuance of a Control Termination Event or if the Directing Certificateholder or the majority Controlling Class
Certificateholder on its behalf fails to make the selection contemplated by the prior sentence within ten (10) Business Days or
if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use
reasonable efforts to select the related Excluded Special Servicer. The Special Servicer shall not have any liability with respect
to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded
Special Servicer so long as the selected Excluded Special Servicer is a Qualified Replacement Special Servicer. It shall be a
condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification,
downgrade or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with
respect to any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer
is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the
Certificate Administrator and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required
under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


If
at any time the Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged
Property becoming an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer






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shall
resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special
Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer
shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during
such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan.


If
a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual
knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer
Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide
prompt written notice thereof to each of the other parties to this Agreement.


Section
7.02     Trustee to Act; Appointment of Successor. On and after the time the Master Servicer
or the Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05
or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor
has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party,
until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section
7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity
as Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein
and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04)
benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed
on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure under
Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder.
The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have
arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability
of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity
as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations
and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for
any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the predecessor Master
Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder
solely as a result of its obligations as successor master servicer or special servicer, as the case may be. Subject to Section
3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing






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Fees
and all fees relating to the Mortgage Loans, the Companion Loans which the Master Servicer would have been entitled to if the
Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment
pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall
be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued
to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be,
the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable,
hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its
role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master Servicer or
the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each
Rating Agency, or if the Directing Certificateholder ((i) for so long as a Control Termination Event has not occurred and is not
continuing and (ii) other than with respect to any Excluded Loan) or the Holders of Certificates entitled to more than 50% of
the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution or other entity which meets the criteria set forth in Section 6.05
and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder. No appointment
of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing
by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder
that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), (iii) which appointment has been approved (prior to the occurrence and continuance of a Control Termination
Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer
hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above
provided. In connection with such appointment and assumption of a successor to the Master Servicer or Special Servicer as described
herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as
it and such successor shall agree; provided, however, that no such compensation with respect to a successor master
servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer
or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not
the terminated party) and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any costs and expenses associated with the transfer of the servicing function (other than with respect to
a termination without cause) under this Agreement






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shall
be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special
Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor Master Servicer or Special
Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed
by the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability
for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs
and expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect
such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the
party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the
Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer
or Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee
to so terminate the Master Servicer or Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for
such expenses pursuant to this paragraph.


Section
7.03     Notification to Certificateholders. (a) Upon any resignation of the Master Servicer
or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant
to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section
7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.


(b)          Not
later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of time
or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be deemed
to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall
transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the related Serviced
Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


Section
7.04     Waiver of Servicer Termination Events. The Holders of Certificates representing
at least 66-2/3% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder
may waive such Servicer Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Servicer Termination Event; provided, however, that (1) a Servicer Termination Event under
clause (i) or (ii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes and (2)
a Servicer Termination Event under clause (iii) or (ix) of Section 7.01(a) relating to Exchange Act reporting may be waived
only with the consent of the Depositor, together with (in the case of each of clauses (1) and (2) of this sentence) the consent
of each Serviced Companion Noteholder, if any, that is affected by such Servicer Termination Event. Upon any such waiver of a
Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for
every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate
Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with
respect to






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such
Servicer Termination Event prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer
Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions
of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered
in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if any other Person held such Certificates.


Section
7.05     Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill
its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x)
within five (5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a
Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual
knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution
Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section
4.03(a) unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed
to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights
of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master 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 Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


[End
of Article VII]


Article
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


Section
8.01     Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the
Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer
Termination Events which may have occurred, undertake to perform such duties and only such duties as are specifically set forth
in this Agreement. If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and 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 his own affairs. Any permissive right of the Trustee and the Certificate Administrator
contained in this Agreement shall not be construed as a duty.


 



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(b)          The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II), shall examine them to determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate
Administrator shall notify the party providing such instrument and requesting the correction thereof. The Trustee or the Certificate
Administrator shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer or another Person,
and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.


(c)          No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


(i)          Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator 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
or the Certificate Administrator and conforming to the requirements of this Agreement;


(ii)        Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be
proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


(iii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% of the
Percentage Interest of each affected Class, or of the aggregate Voting Rights of the Certificates, relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising
any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage
of Voting Rights is required for such action).


 



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(d)          The
Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced Companion
Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the
extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant
to this Agreement.


Section
8.02     Certain Matters Affecting the Trustee and the Certificate Administrator. Except
as otherwise provided in Section 8.01:


(i)          The
Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties;


(ii)        The
Trustee and the Certificate Administrator may consult with counsel and the 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 therewith;


(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 the Certificates or to make any investigation of matters arising hereunder 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, reasonable security or indemnity satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, 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 reasonable indemnity satisfactory
to it against such risk or liability is not reasonably assured to it; nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, 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 man would
exercise or use under the circumstances in the conduct of his 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 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 hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the






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Trustee
nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting Rights; provided,
however, that 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 it in the making of such investigation is, in the opinion of the Trustee or the Certificate
Administrator, respectively, 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, respectively, may require reasonable indemnity
satisfactory to it from such requesting Holders against such expense or liability as a condition to taking any such action. The
reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


(vi)        The
Trustee or 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; provided, however, that the appointment of such agents or attorneys
shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


(vii)       For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge
or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach
of any Person upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice
of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


(viii)      Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as Master Servicer or Special Servicer) or of the Depositor, the Operating Advisor or
the Asset Representations Reviewer;


(ix)        Neither
the Trustee nor the Certificate Administrator 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 Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


(x)          In
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure






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or
acts of God; provided that such failure or delay is not also a result of its own negligence, bad faith or willful misconduct;


(xi)        Except
as otherwise expressly set forth in this Agreement, knowledge or information acquired by (i) Wells Fargo Bank, National Association,
as applicable, in any of its respective capacities hereunder or under any other document related to this transaction shall not
be imputed to Wells Fargo Bank, National Association in any of its other capacities hereunder or under such other documents, and
(ii) any Affiliate of Wells Fargo Bank, National Association shall not be imputed to Wells Fargo Bank, National Association in
any of its respective capacities hereunder and vice versa; and


(xii)       Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


Section
8.03     Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates
or Mortgage Loans. The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee
or the Certificate Administrator in Sections 2.02 and 2.04 and the signature, if any, of the Certificate Registrar
and Authenticating Agent set forth on any outstanding Certificate, shall be taken as the statements of the Depositor, the Master
Servicer or the Special Servicer, as the case may be, and the Trustee or the Certificate Administrator assume no responsibility
for their correctness. Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency
of this Agreement (other than as to this Agreement being a valid obligation of the Trustee and the Certificate Administrator)
or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon)
or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the
use or application by the Depositor of any of the Certificates issued to it 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 Loans to the Trust, or any
funds deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master
Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator
shall not be responsible for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the
Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


Section
8.04     Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate
Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of
Certificates, and may deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking






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transactions,
with the same rights it would have if it were not Trustee or the Certificate Administrator.


Section
8.05     Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and
Certificate Administrator. (a) As compensation for the performance of its duties hereunder, the Trustee shall be paid
its portion of the Certificate Administrator/Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee. As compensation for the performance of its duties hereunder, the Certificate Administrator shall be paid its portion
of the Certificate Administrator/Trustee Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the
Certificate Administrator. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the Certificate
Administrator/Trustee Fee. The Certificate Administrator/Trustee Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan
basis. As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate
Administrator shall pay to the Trustee monthly the Trustee fee from the Certificate Administrator/Trustee Fee, which Certificate
Administrator/Trustee Fee shall accrue from time to time at the Certificate Administrator/Trustee Fee Rate and the Certificate
Administrator/Trustee Fee shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, as applicable,
and a 360-day year consisting of twelve 30-day months. The Certificate Administrator/Trustee 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 Trustee’s and
the Certificate Administrator’s sole form of compensation for all services rendered by them in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and duties of the Trustee and Certificate Administrator
hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator/Trustee Fee
shall not be payable with respect to any Companion Loan.


(b)          The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier
REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses
incurred in becoming successor master servicer or successor special servicer, to the extent not otherwise paid hereunder) arising
out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating
to the exercise and performance of any of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively
(including in any capacities in which they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian,
Certificate Registrar and 17g-5 Information Provider), hereunder; provided, however, that none of the Trustee or
the Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this
Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee
or the Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively,
performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses of the REMIC”
within the meaning of Treasury Regulations






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Section
1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv)
any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s
or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard
of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section
8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of this
Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate
Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate
Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


(c)          The
Certificate Administrator shall indemnify and hold harmless the Depositor and Mortgage Loan Sellers 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, any Mortgage Loan Seller or its Affiliates that arise out of or are based upon (i) a breach by the
Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to make available information to a Privileged Person that is an NRSRO, of its obligations under this Agreement or
(ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information
Provider or in any other capacity in which the Certificate Administrator is required to make available information to a Privileged
Person that is an NRSRO, in the performance of such obligations or its negligent disregard of its obligations and duties under
this Agreement.


Section
8.06     Eligibility Requirements for Trustee and Certificate Administrator. Each of the
Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i)
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 under this Agreement, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special
Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special
Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation,
(iii) an institution whose long-term senior unsecured debt is rated at least “A2 by Moody’s and, if rated by KBRA,
at least equivalent to a Moody’s “A2” by KBRA and its short-term debt
obligations have a short-term rating of not less than “P-1” by Moody’s, “F1” by Fitch and,
if rated by KBRA, at least equivalent to a Moody’s “P-1” by KBRA or such other rating with respect to which
the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity that is not a Prohibited Party.


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition






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so
published. In the event the place of business from which the Certificate Administrator administers the Trust REMICs or in which
the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of
a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee,
as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does
not impose such a tax.


Section
8.07     Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee
and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable,
the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate
Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or Certificate Administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to
the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. The resigning Trustee or Certificate Administrator, as the case may be, shall pay all costs and
expenses associated with the transfer of its duties. If no successor trustee or certificate administrator shall have been so appointed
and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee or
Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate
administrator, as applicable. The Trust shall pay all costs and expenses associated with such petition.


(b)          If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
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, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control) to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5)
days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then






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the
Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate administrator
acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or
Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal of the
Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer
and the Certificateholders by the Depositor. Except as described in the following sentence, the terminated or removed Trustee
or Certificate Administrator, as applicable, shall bear all reasonable costs and expenses in connection with its termination or
removal. If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within
ninety (90) days after the giving of such notice of removal, the removed Trustee or Certificate Administrator may petition any
court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, at the
expense of the Trust.


(c)          The
Holders of Certificates entitled to at least 50% of the Voting Rights may upon thirty (30) days’ prior written notice, with
or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor,
the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without
cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


(d)          Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by
the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all costs and expenses associated with the transfer of its duties.


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed






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Advances).
No Trustee or Certificate Administrator shall be personally liable for any action or omission of any successor trustee or certificate
administrator.


(e)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination
of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (to the
extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 or in blank, and (ii) in the
case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to
this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan
was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any
successor Trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered Holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2016-C5 or in blank; provided, however, that, notwithstanding anything to the
contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan
Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage
Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee,
the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor
trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such
Mortgage Loan document is assigned to such successor Trustee; and (d) in any case, such successor Trustee shall review the documents
delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan
then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment
cannot be made for any reason, to note the same in such certification.


(f)          Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


Section
8.08     Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate
administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master
Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective
and such successor trustee or certificate administrator 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






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named
as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian,
which Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer,
the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably
be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


(b)          No
successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


(c)          Upon
acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


Section
8.09     Merger or Consolidation of Trustee or Certificate Administrator. Any Person into
which the Trustee or the Certificate Administrator may be merged or converted or with which it 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, hereunder; provided that, in the
case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section
3.13(b) and shall provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information
Provider, which shall post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


Section
8.10     Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions
hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary
or desirable. If the Master Servicer shall not have joined in






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such
appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall
have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no
notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section
8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


(b)          In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


(c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


(d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


(e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


Section
8.11     Appointment of Custodians. The Certificate Administrator is hereby appointed as
the Custodian to hold all or a portion of the Mortgage Files. The Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business
in the jurisdiction in which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of
care as would be imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly
by the Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint
another Custodian meeting the foregoing requirements. The






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appointment
of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations
hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of any Custodian. Any Custodian
appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which
serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


Section
8.12     Representations and Warranties of the Trustee. The Trustee hereby represents and
warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, each Serviced Companion Noteholder
and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


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


(ii)        The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws 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 agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


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


(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) 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 its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement;


(vi)        No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially






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and
adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


Section
8.13     Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The
Master Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any
change in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice
of such change). The Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information
provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the correct
Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion
Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or
the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided
to the Certificate Administrator, Master Servicer or Special Servicer, as applicable.


Section
8.14     Representations and Warranties of the Certificate Administrator. The Certificate
Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


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


(ii)        The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws 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 agreement or other instrument to which it is a party or which is applicable to it or any of its assets;


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


 



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(iv)        This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) 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 its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


(vi)        No
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


Section
8.15      Compliance with the PATRIOT Act. In order to comply with the laws, rules,
regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the
funding of terrorist activities and money laundering (“Applicable Laws”), each of the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer is required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Trustee, the Certificate Administrator, the Special
Servicer or the Master Servicer, as applicable, arising out of the Trust or this Agreement. Accordingly, each of the parties to
this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer,
upon its respective reasonable request from time to time such identifying information and documentation as may be available for
such party in order to enable the Trustee, the 








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Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


[End
of Article VIII]


Article
IX



TERMINATION


Section
9.01      Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject
to this Section 9.01 and Section 9.02, the Trust and the respective obligations and responsibilities under this
Agreement of the Certificate Administrator (other than the obligations of the Certificate Administrator to provide for and make
payments to Certificateholders as hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held
by the Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur
of (i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable)
subject hereto, (ii) the purchase or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of
all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an Independent
MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the Voting Rights of the Classes of
Certificates then outstanding (other than the Controlling Class unless the Controlling Class is the only Class of Certificates
then outstanding)) (which approval shall be deemed given unless more than 50% of such Certificateholders object within twenty
(20) days of receipt of notice thereof), (3) the reasonable out-of-pocket expenses of the Master Servicer with respect to such
termination, unless the Master Servicer is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced
Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced PSA, the pro rata portion
of the fair market value of the related Mortgaged Property, as determined by the related Non-Serviced Master Servicer in accordance
with clauses (2) and (3) above, minus (b) solely in the case where the Master Servicer is exercising such purchase right,
the aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the Master Servicer in respect
of such Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding
and payable solely to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer
in connection with such purchase) or (iii) if the Certificate Balances and Notional Amounts, as applicable, of the Class A, Class
X-A, Class X-B, Class B, Class C, Class D and Class X-D Certificates have been reduced to zero, the voluntary exchange by the
Sole Certificateholder of all the outstanding Certificates (other than the Class Z and Class R Certificates) for the remaining
Mortgage Loans, and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided,
however, that in no event shall the trust created hereby continue beyond the expiration of






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twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James’s, living on the date hereof.


Following
the date on which the Certificate Balances and Notional Amounts, as applicable, of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D and Class X-D Certificates have been reduced
to zero (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates
(other than the Class Z and Class R Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class Z and Class R Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section
9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class Z and Class R Certificates)
for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in accordance with the
preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates
is to occur, shall deposit in the Collection Account an amount in immediately available funds equal to all amounts due and owing
to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the
date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the
respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant
to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection Account. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess
Interest Distribution Account on the P&I Advance Date related to such Distribution Date in which the final distribution on
the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided,
however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable
to such Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that
such final deposits have been made and following the surrender of all its Certificates (other than the Class Z and Class R Certificates)
on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be
liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be
deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal
Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such
amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the






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Companion
Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan has been
paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or for the
benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice
to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated
date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which (A) the aggregate
Stated Principal Balance of the Mortgage Loans and any REO Mortgage Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate the Trust
and retire the then-outstanding Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the
Holders of the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans
and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the
Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance Date relating to
the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds
equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders
pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In addition, the Master Servicer
shall transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance
Date from the Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on
deposit in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the
Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates,
as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.


For
purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate
the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class
R Certificates. For purposes of this Section 9.01, the Directing Certificateholder with the consent






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of
the Holders of the Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of
the Trust and terminating the Trust.


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to
the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section
9.01, to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the
Mortgage Loans and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day
of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such
final distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) 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 offices of the Certificate Registrar or such other location therein
designated.


After
transferring the Lower-Tier Distribution Amount and the amount of any Yield Maintenance Charges distributable to the Regular Certificates
pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b)
and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Certificate
Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s
Percentage Interest of that portion of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable
to payments on the Class of Regular Certificates so presented, (ii) to Holders of the Class Z Certificates so presented, any amounts
remaining on deposit in the Excess Interest Distribution Account, (iii) any remaining amounts of Yield Maintenance Charges distributable
to the Class X-D Certificates pursuant to Section 4.01(e), and (iv) and (v) any remaining amount shall be distributed to
the Class R Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from
the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall
be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with
Sections 4.01(a), 4.01(c), 4.01(d), and 4.01(e). Any funds not distributed on such Distribution Date
shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering their
Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


Section
9.02      Additional Termination Requirements. (a) In the event the Master Servicer
or the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class R Certificates purchase,
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section
9.01, the Upper-Tier REMIC and Lower-Tier REMIC shall be terminated in accordance with the following additional requirements,
which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:






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(i)          the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


(ii)         during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the Certificate
Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash; and


(iii)        within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests and
the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders
of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect of the Class
UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and the Trust (if
applicable) or the related Trust REMIC(s) shall terminate at that time.


[End
of Article IX]


Article
X



ADDITIONAL REMIC PROVISIONS


Section
10.01      REMIC Administration. (a) The Certificate Administrator shall make elections
or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and
Local Tax Law. Each such election will be made on Form 1066 or other appropriate federal tax return for the taxable year ending
on the last day of the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes
of the REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as the “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier
REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall
be designated as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of
“residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall
permit the creation of any “interests” (within the meaning of Section 860G of the Code) in either Trust REMIC other
than the foregoing interests.


(b)          The
Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


(c)          The
Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without






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limitation
attorneys’ or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses
of the Trust and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the
Mortgage Loans and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal
expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence.
The Holder of the largest Percentage Interest in the Class R Certificates shall be designated, in the manner provided under Treasury
Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, as the “tax matters person” of
each Trust REMIC. By their acceptance thereof, (i) the Holders of the Class R Certificates hereby agree to the irrevocable designation
of the Certificate Administrator as the “representative” of each Trust REMIC within the meaning of Section 6223 of
the Code, to the extent such provision is applicable to the Trust REMICs and (ii) the Holders of the largest Percentage Interest
in the Class R Certificates hereby agrees to irrevocably appoint the Certificate Administrator as their agent to perform all of
the duties of the “tax matters person” for the Trust REMICs.


(d)          The
Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that
it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the
Certificate Administrator without any right of reimbursement therefor.


(e)          The
Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such information
as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811, within
thirty (30) days after the Closing Date, the name, title, address and telephone number of the “tax matters person”
who will serve as the representative of each of the Trust REMICs created hereunder.


(f)          The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause either Trust REMIC to fail to qualify as
a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust (including but not limited to the tax on
“prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure






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property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust, either Trust REMIC created hereunder, endanger such status or, unless the Certificate Administrator
determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may
consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


(g)          In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on either Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of
the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in
order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection
Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed
by either Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at the expense
of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings,
and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator
is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from any “prohibited
transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to either Trust REMIC after the
Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to
pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income
from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate
Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of Class R Certificates
(as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the






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Holders
of the Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the
case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a),
to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on either Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by
such party.


(h)          The
Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect
to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


(i)          Following
the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to either Trust
REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse
REMIC Event to occur.


(j)          Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or either Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or either Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


(k)          Solely
for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” by which
the Certificate Balance or Notional Amount of each Class of Regular Certificates representing a “regular interest”
in the Upper-Tier REMIC and by which the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests representing
a “regular interest” in the Lower-Tier REMIC would be reduced to zero is the date that is the Rated Final Distribution
Date.


(l)          None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of
a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of
this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or
acquire any assets for the Trust or either Trust REMIC or sell or dispose of any investments in the Collection Account or the
REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of either Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the
Trust or either Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.






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(m)          The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder
of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such
elections.


Section
10.02      Use of Agents. (a) The Trustee shall execute all of its obligations and duties
under this Article X through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under
this Article X either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties
or obligations under this Article X by virtue of the appointment of any such agents or attorneys.


(b)          The
Certificate Administrator may execute any of its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article
X by virtue of the appointment of any such agents or attorneys.


Section
10.03      Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)
The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor
receives a request from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the
price, yield, Prepayment Assumptions and projected cash flow of the Certificates.


(b)          The
Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


Section
10.04      Appointment of REMIC Administrators. (a) The Certificate Administrator may
appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on
behalf of the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in
which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment
of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Certificate Administrator and must be organized and doing business under the laws of the United States
of America or of any State and be subject to supervision or examination by federal or state authorities. In the absence of any
other Person appointed in accordance herewith acting as






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REMIC
Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells
Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be
terminated as REMIC Administrator.


(b)          Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


(c)          Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator shall
be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability
for any action taken by it as such at the direction of the Certificate Administrator.


[End
of Article X]


Article
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section
11.01      Intent of the Parties; Reasonableness. The parties hereto acknowledge and
agree that the purpose of Article XI of this Agreement is to facilitate compliance by the Depositor with the provisions
of Regulation AB and the related rules and regulations of the Commission. The Depositor shall not exercise its rights to request
delivery of information or other performance under these provisions other than in reasonable good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations
of the Commission thereunder. 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 requests made by the
Depositor in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation
AB (to the






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extent
such interpretations require compliance and are not “grandfathered”). In connection with the CSAIL 2016-C5 Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5, each of the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and
the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate Administrator (including
any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its
possession or reasonably attainable) necessary in the reasonable good faith determination of the Depositor to permit the Depositor
to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable,
and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor to be necessary in order to
effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request
made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in
sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this Article XI, to
the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party
hereunder shall not be required to bring any legal action against such third party in connection with such obligation.


Section
11.02      Succession; Subcontractors. (a) As a condition to the succession to the Master
Servicer and Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a
servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person (i) into which the
Master Servicer and Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor
to the Master Servicer and Special Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer
and Special Servicer shall provide to the Depositor and the Certificate Administrator, at least fifteen (15) calendar days prior
to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the 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); provided, however that if disclosing such information prior to such effective
date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer or any Additional
Servicer, as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day after the effective
date of such succession or appointment.


(b)          Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,
a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.
If such Subcontractor will be a






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Servicing
Function Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller a
written description (in form and substance satisfactory to the Depositor or such Mortgage Loan Seller, as applicable) of the role
and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements
of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition
to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall
(i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable
efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship, cause
such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee to comply with the provisions of Section
11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect
to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible
for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by
such Servicer, such Servicer shall obtain from each such Servicing Function Participant 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 11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of
doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


(c)          Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event 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).


(d)          In
connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated,
or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor, the Certificate
Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such
succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no






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later
than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator,
in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information
reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the
event 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).


(e)          Notwithstanding
anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or any Mortgage Loan that
is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB, the Master Servicer
shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to comply with its
obligations under such Initial Sub-Servicing Agreement.


(f)          Any
information furnished pursuant to this Section 11.02 shall also be provided to each Other Depositor and each Other Certificate
Administrator (to the extent the information relates to a party that services, specially services or is trustee for a Serviced
Companion Loan) in the same time frame as set forth in this Section 11.02.


Section
11.03      Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor
in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections
11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution
by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and
the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”))
such Forms executed by the Depositor.


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


(b)          In
the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form
8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it
or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify
the Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all
required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information
on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D or Form
10-K needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties
hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A,






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Form
10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer
of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form
8-K, Form 10-D or Form 10-K is contingent upon the parties observing all applicable deadlines in the performance of their duties
under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10
and 11.11 of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15,
Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.


Section
11.04      Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date
(subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition
to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the
Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the
case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit
BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution
Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of
REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve,
as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380,






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Attn:
CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure
from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form
ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index
Key” for each such filer and (iii) to the extent such information is provided to the Certificate Administrator by the Master
Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the
time period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution Date and as of
the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account
and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement,
shall deliver such information as described in clause (i) and clause (ii) of this paragraph.


Form
10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after
the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable,
that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated on the basis of the
Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis
of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


(b)          After
preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for
review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day after the related
Distribution






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Date
is not a Business Day, the immediately preceding Business Day. Within two (2) Business Days after receipt of such copy, but no
later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor shall notify the
Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D and,
a duly authorized officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate
Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies
of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies
of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each Form
10-D, in which case the Certificate Administrator shall sign such Forms 10-D as attorney in fact for the Depositor. If a Form
10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-D filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New
York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit
Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010 Sarah Nelson, fax number: (212)
743-2823, email: sarah.nelson@credit-suisse.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(b) related to the timely preparation and filing of Form 10-D is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither
the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of
or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D, where such failure
results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any
party to this Agreement needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence,
bad faith or willful misconduct.


Section
11.05      Form 10-K Filings. (a) Within ninety (90) days after the end of each fiscal
year of the Trust (it being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date
as may be required by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2017, the Certificate
Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act.
Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate
Administrator within the applicable time frames set forth in this Agreement:


(i)          an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09;


(ii)        (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator,






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the
Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function Participant utilized by the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or Trustee, as described under
Section 11.10; and


(B)          if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance
with servicing criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that
such report is not included and an explanation why such report is not included;


(iii)      (A)
        the registered public accounting firm attestation report for the Trustee, the
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer
and each Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor, the Custodian or the Trustee, as described under Section 11.11; and


(B)          if
any registered public accounting firm attestation report described under Section 11.11 identifies any material instance
of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included; and


(iv)      a
certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a result
of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit
CC to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will
have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
(or such other e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


As
set forth on Exhibit CC hereto, no later than March 1 of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in March 2017, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate
Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing






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parties,
the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under
this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC of their duties under this paragraph
or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


Form
10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past
ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 15th with respect to
the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


(b)          After
preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for
review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days after receipt of
such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization for the Depositor
shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed on time or if a previously
filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will make available on its Internet website a final executed
copy of each Form 10-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Credit Suisse
Commercial Mortgage Securities Corp., 11 Madison Avenue, New York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965,
email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor,
New York, New York 10010 Sarah Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties to this
Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related
to the timely preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer
or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines
in the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage,






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claim
arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where
such failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the
parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any such parties) needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


(c)          Upon
written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator shall
confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to this
Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special
Servicer, if known to the Certificate Administrator, the identity of the new party.


Section
11.06      Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley
Certification in the form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For
so long as the Trust is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Asset Representations Reviewer and the Operating Advisor shall
provide, and (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable,
that is a Servicing Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and
(ii) with respect to each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to
the Mortgage Loans, shall cause such Servicing Function Participant to provide, to the Person who signs the Sarbanes-Oxley Certification
(the “Certifying Person”), on or before March 1 of each year commencing in March 2017, a certification in the
form attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a
“Performance Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying
Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the
event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into this trust and deposited into a commercial
mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and
complete contact information for the parties to the other securitizations, each Reporting Servicer, upon not less than thirty
(30) days prior written request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other
Securitization a certification in form and substance similar to applicable Performance Certification (which shall address the
matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which
Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers,
directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in
charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting
Servicer shall execute a






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reasonable
reliance certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to
enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09,
if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10
and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such
annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of
such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11. 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 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but
other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other
than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to
the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section
11.06 shall be obligated to do so.


Section
11.07      Form 8-K Filings. Within four (4) Business Days after the occurrence of an
event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor
and to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare
and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the
initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event
or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant
to the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator
and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the






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case
may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties any Form 8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit
DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure Notification in the form attached
hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be,
the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any
duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD of their duties under
this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be
responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including
any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator
hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to 410-715-2380, Attn: CTS SEC
Notifications.


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for
review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than
24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly,
but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later than
noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow
by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing
with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of each
Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Credit Suisse Commercial
Mortgage Securities Corp., 11 Madison Avenue, New York, New York 10010 Attention: Chuck Lee, fax number: (212) 322-0965, email:
chuck.lee@credit-suisse.com, with copies to: Credit Suisse, Commercial Real Estate & CMBS, One Madison Ave, 9th Floor, New
York, New York 10010 Sarah Nelson, fax number: (212) 743-2823, email: sarah.nelson@credit-suisse.com. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the
timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to
receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution or file
such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.






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The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged
by such Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after
its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


Section
11.08      Form 15 Filing. On or prior to January 30th of the first year in which the
Depositor shall provide notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act
filings, the Certificate Administrator shall prepare and file a notification relating to the automatic suspension of reporting
in respect of the Trust under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary
to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the
filing of such form, the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section
11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11 shall
not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers
and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor
shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate
Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D and 8-K as required pursuant to Section 11.04,
Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI shall recommence.


Section
11.09      Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided,
however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during
which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying
Servicer”) shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer
that is an Initial Sub-Servicer, cause (or in the case of a sub-servicer that is also a Servicing Function Participant that a
Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional
Servicer to deliver to and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing
in March 2017, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website), the






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Depositor
and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate,
in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to
the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the
preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled
all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case
of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, cause (or, in the case of a sub-servicer
that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional
Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with
respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the
Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder
(prior to the occurrence of a Consultation Termination Event) and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor
may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of
any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into
a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional
Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of
the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each
Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional
Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer
at the time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer or Additional
Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received
written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the
preceding calendar year.


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to






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cause
such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns
or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance
pursuant to this Section 11.09 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee
or the Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer was subject
to such other servicing agreement.


Section
11.10      Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On
or before March 1st of each year, commencing in March 2017, the Master Servicer, the Special Servicer (regardless of whether the
Special Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the
Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no relevant
servicing criteria applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each additional
servicer, each at its own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged
by such Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing
Function Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor
(which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with
respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in
the form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with
the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that
contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing
Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each
such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation
report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to
the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any material






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instance
of noncompliance with the Relevant Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized
by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually
address the Relevant Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant
shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received
written confirmation from the Depositor that a report on Form 10-K is not required to be filed in respect of the Trust for the
preceding calendar year.


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their
combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


(b)          The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


(c)          No
later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
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 each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns
or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii)
with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in






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Section
11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional Servicer
was subject to such other servicing agreement.


(d)          The
Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination Event
or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


Section
11.11      Annual Independent Public Accountants’ Attestation Report. On or before
March 1st of each year, commencing in March 2017, the Master Servicer, the Special Servicer, the Trustee (provided, however,
that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was
no Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each
at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master
Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use
commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing
Function Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing
Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish
a report to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s
Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of
a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day
following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has
obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion
that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing
an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall






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be
provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the
providing parties.


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult
with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator, the Asset Representations Reviewer or any Servicing Function Participant with which it has entered
into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master
Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s,
the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub
servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’ attestation
report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting the requirements of Section
11.10 and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required
to cause the delivery of such reports until April 15th in any given year so long as it has received written confirmation from
the Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


Section
11.12      Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian, the Asset Representations Reviewer and the Operating Advisor shall indemnify and
hold harmless each Certification Party 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 such Certification Party arising out of (i)
an actual breach by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Asset Representations
Reviewer or the Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence,
bad faith or willful misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Custodian, the Asset Representations Reviewer or the Certificate Administrator in the performance of such obligations, or
(iii) delivery of any Deficient Exchange Act Deliverable.


The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect
to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect
to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification
Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its
obligations to provide any of the annual compliance statements or annual assessment of compliance with the






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servicing
criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith
or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in
Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(c), or (d) delivery of
any Deficient Exchange Act Deliverable.


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator,
the Asset Representations Reviewer and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the 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 from the Commission or its staff regarding information (x) delivered by the
Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing
Function Participant, the Asset Representations Reviewer or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information
is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s filing of such report, the 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 or its staff for inclusion in the Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld
or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission
or its staff; provided, however, that if an Affected Reporting Party is a Servicing Function Participant or Additional
Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to
this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible for directly
negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such
Affected Reporting Party shall use reasonable efforts to keep the Depositor informed of its progress with the Commission or its
staff and copy the Depositor on all correspondence with the Commission or its staff and provide the Depositor with the opportunity
to participate (at the Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and
(ii) the Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its
representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission
or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
or its staff for extension of time for submitting a response or compliance. All respective






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reasonable
out-of-pocket costs and expenses incurred by the Depositor (including reasonable legal fees and expenses of outside counsel to
the Depositor) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s expense
as set forth above) and any amendments to any reports filed with the Commission or its staff related thereto shall be promptly
paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor. Each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect
to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable
efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant
with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to,
comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
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 Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under
the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered
into a servicing relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification
and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator.


Section
11.13      Amendments. This Article XI may be amended with the written consent
of the parties hereto pursuant to Section 13.01 for purposes of complying with Regulation AB 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 Confirmation with respect to the Certificates or, with respect to any Serviced Companion
Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided
that the reports and certificates






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required
to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating
Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


Section
11.14      Regulation AB Notices. Any notice, report or certificate required to be delivered
by any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the
Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via fax, notwithstanding the
provisions of Section 13.05, to Credit Suisse Commercial Mortgage Securities Corp., 11 Madison Avenue, New York, New York
10010 Attention: Chuck Lee, fax number: (212) 322-0965, email: chuck.lee@credit-suisse.com, with copies to: Credit Suisse, Commercial
Real Estate & CMBS, One Madison Ave, 9th Floor, New York, New York 10010 Sarah Nelson, fax number: (212) 743-2823, email:
sarah.nelson@credit-suisse.com.


Section
11.15      Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion
Loans. (a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and
the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with
respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted
transferee of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage
Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required
to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in
order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself
that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3),
(c)(4) and (c)(5) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such
other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer understands that such information may be included in the offering
material related to a Regulation AB Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject
to the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering
of the related Certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters
as a result of any material misstatements or omissions or alleged material misstatements or omissions in any such offering material
to the extent that such material misstatement or omission was made in reliance upon any such information provided by the Trustee
(where such information pertains to the Trustee individually and not to any specific aspect of the Trustee’s duties or obligations
under this Agreement), the Certificate Administrator (where such information pertains to the Certificate Administrator individually
and not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement), the Master
Servicer (where such information pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s
duties or obligations






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under
this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to any
specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a). Notwithstanding the foregoing,
to the extent that the information provided by the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer,
as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially
and materially similar to the information provided by such party with respect to the offering materials related to this transaction,
subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB,
such party shall be deemed to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the
Trustee, the Certificate Administrator the Master Servicer or Special Servicer in connection with the Regulation AB Companion
Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection with this Agreement.
It shall be a condition precedent to any party’s obligations otherwise set forth above that the applicable Mortgage Loan
Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than 10 Business
Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable
out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing
the delivery of any disclosure, opinion of counsel or indemnification agreement.


(b)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with
the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization (until January
30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer
shall consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate
Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the
time periods for preparation of the Form 10-D reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer,
as the case may be, complies in all material respects with the timing, reporting






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and
attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect
to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section
11.15(b).


(c)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and
the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this
Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section
11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance
with the provisions of this Section 11.15(c).


(d)          On
or before March 1 of each year (or February 29 if a leap year) during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing
criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation
report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant
to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB.
Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all
material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(d)






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with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(d).


(e)          On
or before March 1 of each year during which a Regulation AB Companion Loan Securitization is required to file an annual report
on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required to file an annual
report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the trustee
or certificate administrator under the such Regulation AB Companion Loan Securitization, upon request or notice from such trustee
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each
time a filing is required), under such Regulation AB Companion Loan Securitization a servicer compliance statement signed by an
authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies
in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to
be in compliance with the provisions of this Section 11.15(e).


(f)          Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect
to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required
to be provided by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is
not otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB.
Such information, reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later
than two Business Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver
its comparable information, reports, statements or certificates pursuant to this Section 11.15.






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(g)          With
respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the
Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect
to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of
updated net operating income information, (x) upon request, deliver or make available the financial statements of such “significant
obligor” to the Other Servicer of such Other Securitization and (y) update the columns of the CREFC® Loan
Periodic Update File related to such “significant obligor” and forward such updates to the Other Servicer.


If
the Master Servicer does not receive such financial information of any such “significant obligor” (identified to it
as such by the Other Depositor in accordance with the preceding paragraph) within five (5) Business Days after the date such financial
information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other
Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause
any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari
Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has
not received them. The Master 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
required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


The
Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the
Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to)
retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to
any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) 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 by the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to
such Other Securitization. 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.


Section
11.16      [Reserved]


Section
11.17      Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer
nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (ix) of the definition
thereof prior to the expiration of the grace period applicable to such party’s obligations under Article XI
as provided for in such clause (ix) nor shall any such party be deemed to not be in compliance under this Agreement,
during any grace period under this Article XI as provided for in such clause (ix); provided that if any such party
fails to comply with the delivery requirements of this Article XI by the expiration of any applicable grace period
such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the Special Servicer shall be subject
to a Servicer Termination Event pursuant to clause (ix) of the definition thereof prior to the expiration of the grace
period 






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applicable
to such party’s obligations under this Article XI as provided for in such clause (ix) nor shall
any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item required under this Article XI
by the time required hereunder with respect to any reporting period for which the Trust is not required to file Exchange Act
reports.


[End
of Article XI]


Article
XII



the asset representations reviewer


Section
12.01      Asset Review.


(a)          On
or prior to each Distribution Date, based on either the CREFC® Delinquent Mortgage Loan Status Report or the CREFC®
Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an
Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide written notice to all
Certificateholders and each other party to this Agreement. Any notice required to be delivered to the Certificateholders pursuant
to this Section 12.01 shall be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s
Website, by mailing to their addresses appearing in the Certificate Register and by delivering such notice via the Depository.
The Certificate Administrator shall include in the Form 10-D relating to the distribution period in which the Asset Review Trigger
occurred a description of the events that caused the Asset Review Trigger to occur. On each Distribution Date after providing
such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer,
shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be
a Delinquent Loan and (3) an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or
circumstances identified in clauses (1), (2) and/or (3), deliver written notice of such information (which may be via email) in
the form of Exhibit SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer.


If
Certificateholders evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then the Certificate
Administrator shall promptly provide written notice thereof to all Certificateholders and conduct a solicitation of votes to authorize
an Asset Review. Upon the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least a majority
of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review
Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this Agreement,
the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder and the Certificateholders (the “Asset Review
Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure
Data Room. Upon receipt of such request, the Certificate Administrator shall grant the Asset Representations Reviewer access to
the Secure Data Room in






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the
form attached hereto as Exhibit RR. In the event an Affirmative Asset Review Vote has not occurred within such 150-day
period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an
Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an
additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an additional Asset Review
Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has timely received an Asset Review
Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset
Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After
the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional
Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred
by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection
Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.


(b)          (i)
If an Affirmative Asset Review Vote has occurred, the Certificate Administrator shall promptly provide written notice thereof
to all parties to this Agreement, the Underwriters, Sponsors, the Directing Certificateholder and all Certificateholders. Upon
receipt of an Asset Review Notice, the Custodian (with respect to clauses (1)-(5) for non-Specially Serviced Loans), the Master
Servicer (with respect to clauses (6) and (7) for non-Specially Serviced Loans) and the Special Servicer (with respect to Specially
Serviced Loans), in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10)
Business Days (except with respect to clause (7)) after receipt of such notice from the Certificate Administrator, provide the
following materials to the Asset Representations Reviewer (collectively, with the Diligence Files, a copy of the Prospectus, a
copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement posted to the Secure Data Room by the Certificate
Administrator pursuant to Section 4.08 or to the Certificate Administrator’s Website pursuant to Section 3.13(b),
as applicable, the “Review Materials”):


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


(2)          a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


(3)          a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;






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(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


(6)          copies
of all Asset Status Reports and Final Asset Status Reports related to each Delinquent Loan to the extent previously prepared by
the Special Servicer; and


(7)          any
other related documents or agreements that are reasonably requested by the Asset Representations Reviewer to be delivered by the
Master Servicer or the Special Servicer, as applicable, in the time frames as otherwise described below.


    (ii)        In
addition, in the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that
the Review Materials provided to it with respect to such Mortgage Loan are missing any document or agreement entered into or delivered
in connection with the origination of such Mortgage Loan that are necessary to review and assess one or more documents comprising
the Diligence File in connection with its completion of any Test, the Asset Representations Reviewer shall promptly, but in no
event later than ten (10) Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents and
agreements, and request the Master Servicer or the Special Servicer, as applicable, promptly, but in no event later than ten (10)
Business Days after receipt of such notification from the Asset Representations Reviewer, to deliver to the Asset Representations
Reviewer such missing documents and agreements to the extent in its possession. In the event any missing documents or agreements
are not provided by the Master Servicer or Special Servicer, as applicable, within such ten (10) Business Day period, the Asset
Representations Reviewer shall contact the related Mortgage Loan Seller to request such documents or agreements from the Mortgage
Loan Seller. The Mortgage Loan Seller will be required to deliver such additional documents and agreements only to the extent
in the possession of such Mortgage Loan Seller.


    (iii)       The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the related Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited
Information”) conducted pursuant to this Section 12.01 hereof.


    (iv)        Upon
receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Review Materials with respect to a
Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of
each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the
related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review Standard and the procedures
set forth on Exhibit QQ (each such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed,
no further Asset Review shall be






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required
in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan
or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is
obtained subsequent to the occurrence of such new Asset Review Trigger.


    (v)          No
Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not
be required to review any information other than (x) the Review Materials and (y) if applicable, Unsolicited Information.


    (vi)        The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


    (vii)       In
the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and
such missing information and documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with
respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) or by the related
Mortgage Loan Seller upon request by the Special Servicer to the related Mortgage Loan Seller, the Asset Representations Reviewer
shall list such missing information and documents in a preliminary report setting forth the preliminary results of the application
of the Tests and the reasons why such missing information and documents are necessary to complete a Test and (if the Asset Representations
Reviewer has so concluded) that the absence of such information and documents will be deemed to be a failure of such Test. The
Asset Representations Reviewer shall provide such preliminary report to the Master Servicer (with respect to non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) and the related Mortgage Loan Seller. If the preliminary
report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan
Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any
information and documents provided or explanations given to support the Mortgage Loan Seller’s claim that the representation
and warranty has not failed a Test or that any missing information or documents in the Review Materials are not required to complete
a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer.


    (viii)      The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within ten (10) days after the expiration of the Cure/Contest
Period (whichever is later), to complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report setting
forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any
evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s findings
and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”) to each
party to this Agreement and the related Mortgage Loan Seller for each Delinquent Loan, and (ii) a summary of the Asset Representations
Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee
and Certificate Administrator. The period of time by which the Asset Review Report






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must
be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties to this
Agreement and the related Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review
Standard that such additional time is required due to the characteristics of the Mortgage Loans and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the related Mortgage Loan Seller, which, in each such
case, will be the responsibility of the Master Servicer or the Special Servicer, as applicable.


    (ix)        In
addition, in the event that the Asset Representations Reviewer does not receive any information or documentation that it requested
from the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset
Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based
on the information received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations
Reviewer shall have no responsibility to independently obtain any such information from any party to this Agreement.


    (x)          Within
forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Special Servicer shall determine,
based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If the Special Servicer
determines that a Material Defect exists, the Special Servicer shall enforce the obligations of the related Mortgage Loan Seller
with respect to such Material Defect in accordance with Section 2.03(b).


(c)          The
Asset Representations Reviewer and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


(d)          The
Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with a Sponsor, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the
Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain






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obligated
and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement without diminution
of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of
indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions
as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations
Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset
Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.


Section
12.02      Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


(a)          The
Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of each
Mortgage Loan and REO Mortgage Loan and shall be equal to the product of a rate equal to 0.00083% per annum (the “Asset
Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including
any Non-Serviced Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated
on such Mortgage Loans.


(b)          Upon
the completion of any Asset Review with respect to a Delinquent Loan, the Asset Representations Reviewer shall be paid a fee of
(i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance less than
$15,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date
Balance greater than or equal to $15,000,000, but less than $30,000,000 or (iii) $25,000 plus $1,000 per additional Mortgaged
Property with respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $30,000,000 (the “Asset
Representations Reviewer Asset Review Fee”), which shall cover recurring and otherwise reasonably anticipated expenses
of the Asset Representations Reviewer. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
shall be paid by the related Mortgage Loan Seller within ninety (90) days of receipt by the related Mortgage Loan Seller of a
written request from the Asset Representations Reviewer; provided, however, that if the related Mortgage Loan Seller
is insolvent or fails to pay such amount within ninety (90) days of written request by the Asset Representations Reviewer, such
fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to
the Master Servicer or the Special Servicer, as applicable, of such insolvency or failure to pay such amount; provided,
however, that a statement of non-payment by the Asset Representations Reviewer ninety (90) days after an itemized invoice
is delivered by registered mail to the address listed in this Agreement for the related Mortgage Loan Seller, or to such other
address as shall be provided by such Mortgage Loan Seller for delivery of notice in accordance with this Agreement, together with
evidence of delivery or attempted delivery of such invoice and reasonable follow up by phone or email, shall constitute satisfactory
evidence delivered by the Asset Representations Reviewer of such failure to pay such amount; and provided, further,
that notwithstanding any payment of such fee by the Trust to the Asset Representations






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Reviewer,
such fee will remain an obligation of the related Mortgage Loan Seller and the Special Servicer shall reasonably pursue remedies
against such Mortgage Loan Seller to recover any such amounts to the extent paid by the Trust, provided that the costs
of doing so will be a cost of the Trust.


(c)          Notwithstanding
the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the
Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review and that is repurchased by a Mortgage Loan
Seller, and such portion of the Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations
Reviewer pursuant to Section 12.02(b).


(d)          The
Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


Section
12.03      Resignation of the Asset Representations Reviewer. The Asset Representations
Reviewer may resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties to
this Agreement and each Rating Agency. Upon such notice of resignation, the Depositor shall promptly appoint a successor Asset
Representations Reviewer that is an Eligible Asset Representations Reviewer. No resignation of the Asset Representations Reviewer
shall be effective until a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer has been
appointed and accepted the appointment. If no successor Asset Representations Reviewer shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition
any court of competent jurisdiction for the appointment of a successor Asset Representations Reviewer that is an Eligible Asset
Representations Reviewer. The Asset Representations Reviewer will bear all costs and expenses of each other party hereto and each
Rating Agency in connection with its resignation.


Section
12.04      Restrictions of the Asset Representations Reviewer. Neither the Asset Representations
Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that
such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations
Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such
Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations
Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate
and its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


Section
12.05      Termination of the Asset Representations Reviewer.


(a)          An
“Asset Representations Reviewer Termination Event” means any one of the following events whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body:






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(i)          any
failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any 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, requiring the same to be remedied, shall have
been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the
Holders of Certificates having at least 25% of the aggregate Voting Rights of all then outstanding Certificates;


(ii)         any
failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard which failure shall continue
unremedied for a period of 30 days after the date of written notice of such failure, requiring the same to be remedied, is given
to the Asset Representations Reviewer by any party to this Agreement;


(iii)        any
failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue unremedied
for a period of 30 days after the date of written notice of such failure, requiring the same to be remedied, is given to the Asset
Representations Reviewer by any party to this Agreement;


(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 Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of 60 days;


(v)         the
Asset Representations Reviewer 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 Asset Representations Reviewer or of or relating to all or substantially all of its property; or


(vi)        the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


    Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders in accordance with the notice
distribution procedures described in Section 12.01(a), unless the Certificate Administrator has received written notice
that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations Reviewer Termination
Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination Event shall
not have been remedied, either the Trustee (i) may or (ii) upon the written direction of holders of






    	-391-



    	 



    

 


Certificates
evidencing not less than 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts), the
Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than
rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to it under
this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by notice in
writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable costs and
expenses of each other party to this Agreement in connection with its termination for cause. Notwithstanding anything herein to
the contrary, the Depositor and each Sponsor shall have the right, but not the obligation, to notify the Certificate Administrator
and the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


(b)          Upon
(i) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the
application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer
with a proposed successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by
such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of holders of Certificates evidencing more than 75% of a Certificateholder Quorum (without
regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of
the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of
such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice in
writing to the Asset Representations Reviewer. As between the Asset Representations Reviewer, 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 Asset Representations Reviewer. In the event that holders of the Certificates entitled to at least 75% of the
Voting Rights elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor Asset Representations
Reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


(c)          On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business
Days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee
delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor Asset
Representations Reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment
of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating


 



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Advisor,
the Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


The
Asset Representations Reviewer shall be at all times an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor Asset Representations Reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor Asset Representations Reviewer within 30 days of the termination of
the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for
any failure to identify and appoint a successor asset representations reviewer for so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


(d)          Upon
any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the
Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Sponsors, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination
(including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights
(arising out of events occurring prior to such termination).


[End
of Article XII]


Article
XIII



MISCELLANEOUS PROVISIONS


Section
13.01          Amendment. (a) This Agreement may be amended from time
to time by the parties hereto, without the consent of any of the Certificateholders or the Companion Holders:


(i)          to
correct any defect or ambiguity in this Agreement;


(ii)         to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) 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 therein or to correct any
error;






    	-393-



    	 



    

(iii)        to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in
writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


(iv)        to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or either Trust REMIC or the
Grantor Trust, either Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action
will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


(v)          to
modify, eliminate or add to the provisions of Section 5.03(n) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, either Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person;


(vi)        to
revise or add 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 or any
holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion
of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


(vii)       to
amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency






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Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)      to
modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event
has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded Loan, the Directing Certificateholder,
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 either Trust REMIC as a REMIC or the
status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25);


(ix)        to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c)
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; and


(x)          to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially
and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


    (b)         This
Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or






    	-395-



    	 



    

eliminating
any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class;
provided, however, that no such amendment shall:


(i)          reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


(ii)         reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder without the consent of the Holders of all Certificates of such Class
then-outstanding or such Companion Holder, as applicable; or


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


(iv)        change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


    (c)         Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder,
that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or either Trust REMIC, or cause either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust
to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may
be made that changes any provisions specifically required to be included in this Agreement by the Non-Serviced Intercreditor Agreement
without the consent of the holder of the related Non-Serviced Companion Loan(s).






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(d)          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 3.13(b) and Section 3.13(c), as applicable,
and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder
and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Mortgagors, the Underwriters
and the Rating Agencies.


(e)          It
shall not be necessary for the consent of Certificateholders under this Section 13.01 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 may prescribe.


(f)          The
Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


(g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any amendment
entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate
Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be
payable out of the Collection Account.


(h)          The
Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any
class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


(i)           To
the extent the Operating Advisor, the Trustee, Certificate Administrator, Master Servicer, Special Servicer, the Asset Representations
Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with executing any
amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into such amendment
for purposes of availing itself of any indemnity provided to such party under this Agreement.


(j)           Notwithstanding
any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to matters described above as they would if any other Person held such






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Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage
Loans.


(k)          This
Agreement may not be amended without the consent of any holder of an AB Subordinate Companion Loan if such amendment would materially
and adversely affect the rights of such Companion Holder hereunder.


Section
13.02          Recordation of Agreement; Counterparts. (a) To the extent
permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records
in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated,
and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator
at the expense of the Depositor on direction by the Special Servicer and with the consent of the Depositor (which may not be unreasonably
withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to
the effect that such recordation materially and beneficially affects the interests of the Certificateholders.


(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.


(c)          The
Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


Section
13.03          Limitation on Rights of Certificateholders. (a) The death
or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding
up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


(b)          No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


(c)          Other
than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section
2.03(l) in this Agreement, no Certificateholder shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect to this






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Agreement,
any Intercreditor Agreement, any Mortgage Loan, or with respect to the Certificates, unless, with respect to any suit, action
or proceeding upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the
Certificate Administrator a written notice of default, and of the continuance thereof, as herein before provided, or of the need
to institute such suit, action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee)
the Holders of Certificates of any Class evidencing not less than 25% of the related Percentage Interests in such Class shall
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 sixty (60) days after its receipt of such notice, request and offer of such
indemnity, shall have neglected or refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation
to exercise any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or
in relation hereto at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to
the Trustee reasonable security against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood
and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one
or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or
the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for
herein, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided and
for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this
Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either
at law or in equity.


 Section
13.04          Governing Law; Submission to Jurisdiction; Waiver 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 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






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THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY
CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


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


Section
13.05          Notices. (a) Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if personally
delivered at or couriered, sent by facsimile transmission (other than with respect to the Mortgage Loan Sellers) or mailed by
registered mail, postage prepaid (except for notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator
and the Trustee which shall be deemed to have been duly given only when received), to:


In
the case of the Depositor:



Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Fax number: (212) 322-0965

Email: chuck.lee@credit-suisse.com


with
a copy to:



Credit Suisse, Commercial Real Estate & CMBS

One Madison Ave, 9th Floor

New York, New York 10010

Attention: Sarah Nelson

Fax number: (212) 743-2823

Email: sarah.nelson@credit-suisse.com


In
the case of the Master Servicer:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

Fax number: (877) 379-1625

Email: diane_c_haislip@keybank.com






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with
a copy to:



Polsinelli PC

900 West 48th Street, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Fax number: (816) 753-1536

Email: kkohring@polsinelli.com


In
the case of the Special Servicer:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Fax number: (305) 229-6425

Email: liat.heller@rialtocapital.com


with
a copy to:



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff

Fax number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com


with
a copy to:


                Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Niral Shah

Fax number: (305) 229-6425

Email: niral.shah@rialtocapital.com


with
a copy to:


                Rialto
Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer

Fax number: (305) 229-6425

Email: adam.singer@rialtocapital.com






    	-401-



    	 



    

In
the case of the Directing Certificateholder:



Rialto CMBS VII LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


with
a copy to:



Rialto CMBS VII LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


In
the case of the Trustee and the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – CSAIL 2016-C5

Email: cts.cmbs.bond.admin@wellsfargo.com and 

trustadministrationgroup@wellsfargo.com


In
the case of the Custodian:



Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


In
the case of the Mortgage Loan Sellers:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Dante La Rocca

Fax number: (646) 935-8520

Email: dante.larocca@credit-suisse.com






    	-402-



    	 



    

with
a copy to:



Column Financial, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010

Attention: Sarah Nelson, Esq.


and


Silverpeak
Real Estate Finance LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Michael Schulte


with
a copy to:


Cadwalader,
Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino


and


Rialto
Mortgage Finance, LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Kenneth M. Gorsuch


with
a copy to:


Cadwalader,
Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino


and


The
Bank of New York Mellon

225 Liberty Street, 19th Floor

New York, New York 10286

Attention: George Passaro

Email: george.passaro@bnymellon.com


with
a copy to:






    	-403-



    	 



    

Winston
& Strawn LLP

200 Park Avenue

New York, New York 10166

Attention: Christine A. Spletzer, Esq.

Facsimile Number: (212) 294-4700


and


Jefferies
LoanCore LLC

c/o LoanCore Capital

80 Field Point Road

Greenwich, Connecticut

Attention: Dan Bennett

Fax No.: (203) 861-6006


with
a copy to:


Cadwalader,
Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Anna Glick





In
the case of the Asset Representations Reviewer and the Operating Advisor:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York, 14228

Attention: Don Simon, Chief Operating Officer

Email: don.simon@pentalphasurveillance.com and 

notices@pentalphasurveillance.com


with
a copy to:



Bass Berry & Sims PLC

150 Third Avenue South, Suite 2800

Nashville, Tennessee 37201

Attention: Jay Knight

Email: jknight@bassberry.com


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed






    	-404-



    	 



    

within
the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder
receives such notice.


(b)          Any
party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate Administrator,
and Trustee also 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 3.13(c); 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, 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 to the Rating Agencies shall be sent to the following addresses:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


                Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


                Morningstar
Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

Email: cmbsratings@morningstar.com


Section
13.06          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 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.






    	-405-



    	 



    

Section
13.07          Grant of a Security Interest. The Depositor intends that
the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan,
however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have
granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and
interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans, all principal and interest
received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable prior to
the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Collection
Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO
Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and (ii) this Agreement shall constitute
a security agreement under applicable law. This Section 13.07 shall constitute notice to the Trustee pursuant to any of
the requirements of the applicable UCC.


Section
13.08          Successors and Assigns; Third Party Beneficiaries. (a)
The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the
parties hereto, and all such provisions shall inure to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its
respective agents), each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion
Loan Securitization and each Initial Purchaser is an intended third-party beneficiary to this Agreement in respect of the respective
rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit
or equitable right, remedy or claim under this Agreement.


(b)          Each
Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


(c)          Each
of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust
holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as
specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


(d)          Subject
to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder shall
be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through
Section 2.03(o).






    	-406-



    	 



    

Section
13.09          Article and Section Headings. The article and section
headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.


Section
13.10         Notices to the Rating Agencies. (a) The Certificate Administrator
shall use reasonable efforts promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced
Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which
it has actual knowledge:


(i)          any
material change or amendment to this Agreement;


(ii)         the
occurrence of a Servicer Termination Event that has not been cured;


(iii)        any
Loss of Value Payments;


(iv)        the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


(v)         the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement.


 (b)          The
Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has
actual knowledge:


(i)          the
resignation or removal of the Trustee or the Certificate Administrator;


(ii)         any
change in the location of the Collection Account;


(iii)        any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


(iv)        any
change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


(v)          any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then
aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


(vi)        any
material damage to any Mortgaged Property;


(vii)       any
modifications to an Intercreditor Agreement;






    	-407-



    	 



    

(viii)      any
assumption with respect to a Mortgage Loan;


(ix)        any
incurrence by a Mortgagor of additional debt; and


(x)         any
release or substitution of any Mortgaged Property.


  (c)          The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location
of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


  (d)          The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan. The Trustee, the Certificate Administrator, the Master Servicer
and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information.
Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the
Master Servicer or Special Servicer 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 Master Servicer or Special
Servicer when such information, report, notice or document has been posted. The Master Servicer or Special Servicer, as applicable,
may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency following
the earlier of (a) receipt of such notice from the 17g-5 Information Provider and (b) two Business Days following delivery to
the 17g-5 Information Provider.


[End
of Article XIII]


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]



    	-408-



    	 



    

IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


	 	 	 
	 	CREDIT SUISSE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor
	 	 	
	 	By:	/s/ Charles Y. Lee
	 	 	Name: Charles Y. Lee
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, Master Servicer
	 	 	
	 	By:	/s/ Diane Haislip 
	 	 	Name: Diane Haislip 
	 	 	Title: Senior Vice President
	 	 	 
	 	RIALTO CAPITAL ADVISORS, LLC, Special Servicer
	 	 	
	 	By:	/s/ Cheryl Baizan
	 	 	Name: Cheryl Baizan
	 	 	Title: Chief Financial Officer
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate
    Administrator
	 	 	 
	 	By:	/s/ Amber Nelson
	 	 	Name: Amber Nelson
	 	 	Title: Assistant Vice President








    	 



    	 



    




	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee
	 	 	 
	 	By:	/s/ Amber Nelson
	 	 	Name: Amber Nelson
	 	 	Title: Assistant Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE
    LLC, Asset Representations Reviewer
	 	 
	 	By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely as an Authorized

              Signatory for
    Pentalpha Surveillance
    LLC
	 	 	 
	 	PENTALPHA SURVEILLANCE
    LLC, Operating Advisor
	 	 	
	 	By:	/s/ James Callahan
	 	 	Name: James
    Callahan
	 	 	Title: Executive
    Director and Solely as an Authorized

              Signatory for
    Pentalpha Surveillance
    LLC




 



    	 



    	 



    

 


	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 







On
the  3rd day of February, 2016, before me, a notary public in and for said State, personally appeared  Charles Y. Lee
known to me to be the President and Chief Executive Officer of Credit Suisse Commercial Mortgage Securities Corp., that
executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and
acknowledged to me that such corporation 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/
     DAVID S. TLUSTY
	 	Notary Public
	 	 
	[SEAL]	DAVID S. TLUSTY

NOTARY PUBLIC-STATE OF NEW YORK

No. 02TL6313133

Qualified In New York County

My Commission Expires October 14, 2018



 
	 	 
	My commission expires:	 
	 	 




CSAIL
2016-CS: POOLING AND SERVICING AGREEMENT






    	 



    	 



    




	STATE OF KS	)	 
	 	)	ss.:
	COUNTY OF Johnson	)	 





On
the  29th day of January, 2016, before me, a notary public in and for said State, personally appeared  Diane Haislip known
to me to be a  Sr. Vice President of KeyBank National Association, and also known to me to be the person who executed it on
behalf of such national banking association, and acknowledged to me that such national banking association 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/
    JANNA OLIVER 
	 JANNA OLIVER

Notary Public, State of Kansas

My Commission Expires June 24, 2016	Notary Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 


CSAIL
2016-CS: POOLING AND SERVICING AGREEMENT 






    	 



    	 



    

 


	STATE OF FLORIDA	)	 
	 	)	ss.:
	COUNTY OF MIAMI-DADE	)	 





On the 2nd day of February, 2016, before me, a notary public in and for said State, personally appeared Cheryl
Baizan, who is personally known to me to be a Chief Financial Officer of Rialto Capital Advisors, LLC, that executed the within
instrument, and also known to me to be the person who executed it on behalf of Rialto Capital Advisors, LLC and acknowledged to
me that she 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/ LORI BUCKLER 
	 	Notary Public
	 	 
	[SEAL]	LORI BUCKLER
 NOTARY PUBLIC STATE OF FLORIDA

#FF059264 

                                   BONDED THRU
 NOTARY PUBLIC UNDERWRITERS

                                   MY COMMISSION EXPIRES FEBRUARY 2, 2018
  

	 	 
	My commission expires:	 
	 	 


CSAIL 2016-CS: POOLING
AND SERVICING AGREEMENT 






    	 



    	 



    




	STATE OF: Maryland	)	 
	 	)	ss.:
	COUNTY OF: Howard	)	 


On the 3rd
day of February, 2015, before me, a notary public in and for said State, personally appeared Amber Nelson, known to me to be an
Assistant Vice President of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument, and also know
to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation 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/ AMY MARTIN
	 	Notary Public
		 
		
        AMY MARTIN

        NOTARY PUBLIC

        ANNE ARUNDEL COUNTY

        MARYLAND

        My Commission Expires 2-22-2017



 


CSAIL 2016-CS:
POOLING AND SERVICING AGREEMENT 



    	 



    	 



    




	STATE OF: Maryland	)	 
	 	)	ss.:
	COUNTY OF: Howard	)	 


On the 3rd
day of February, 2015, before me, a notary public in and for said State, personally appeared Amber Nelson, known to me to be an
Assistant Vice President of Wells Fargo Bank, N.A., one of the corporations that executed the within instrument, and also know
to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation 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/ AMY MARTIN
	 	Notary Public
		 
		
        AMY MARTIN

        NOTARY PUBLIC

        ANNE ARUNDEL COUNTY

        MARYLAND

        My Commission Expires 2-22-2017



 


CSAIL
2016-CS: POOLING AND SERVICING AGREEMENT



    	 



    	 



    




	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 


On
this 28th day of January, 2016, before me,   a Notary Public in and for said State, personally appeared James Callahan known
to me to be an Executive of Pentalpha Surveillance LLC., that executed the within instrument, and also know to me to be the
person who executed it on behalf of Pentalpha Surveillance LLC, and acknowledged to me that such  executive 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/ Melonie S. Williams
	 	Notary Public 
	[SEAL]	 
	My commission expires: 7-31-19	 
		 
	
        MELONIE S. WILLIAMS

        Notary Public

        Connecticut

        My Commission Expires July 31, 2019
	 


 


CSAIL
2016-CS: POOLING AND SERVICING AGREEMENT



    	 



    	 



    




	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 


On
this 28th day of January, 2016, before me,   a Notary Public in and for said State, personally appeared James Callahan known
to me to be an Executive of Pentalpha Surveillance LLC., that executed the within instrument, and also know to me to be the
person who executed it on behalf of Pentalpha Surveillance LLC, and acknowledged to me that such  executive 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/ Melonie S. Williams
	 	Notary Public 
	[SEAL]	 
	My commission expires: 7-31-19	 
		 
	
        MELONIE S. WILLIAMS

        Notary Public

        Connecticut

        My Commission Expires July 31, 2019
	 


 


CSAIL
2016-CS: POOLING AND SERVICING AGREEMENT



    	 



    	 



    






 










 


EXHIBIT A-1


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 


 






 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 

		2	Global Certificate legend.




 






    	A-1-1



    	 



    

 


RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-1-2



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-1


 


	Pass-Through Rate:  1.7466%	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal
    Amount of the Class A-1 Certificates:  $28,557,000 	 	 


 


	
        CUSIP:  12636L
AU4 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	ISIN:      US12636LAU44






	 	
	Common Code: 136111582	 	 
	 	 	 
	No.:  A-1-1	 	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict
between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate
shall be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-2,
Class A-3, Class A-4, Class A-5, Class A-


 






    	A-1-3



    	 



    

 


SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S,
Class B, Class C, Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (together with
the Class A-1 Certificates, the “Certificates”; the Holders of Certificates issued under the Pooling and
Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo
Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-1 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in


 






    	A-1-4



    	 



    

 


the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files
relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder
in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii)
any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the


 






    	A-1-5



    	 



    

 


extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and 



 






    	A-1-6



    	 



    

 


Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation 



 






    	A-1-7



    	 



    

 


may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment 



 






    	A-1-8



    	 



    

 


to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 






    	A-1-9



    	 



    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class C,
Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    	A-1-10



    	 



    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-1-11



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-1-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-1 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class
A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 






    	A-1-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






  






    	A-1-14



    	 



    

 


EXHIBIT A-2


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer, THE CONTROLLING
CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES
NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 


 






 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 

		2	Global Certificate legend.




 






    	A-2-1



    	 



    

 


RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-2-2



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-2


 


	Pass-Through Rate:  2.8793%	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-2 Certificates:  $121,570,000	 	 


 


	
        CUSIP:  12636L
AV2 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:      US12636LAV27

        

	 	 
	Common Code: 136111604	 	 
	 	 	 
	No.:  A-2-1	 	 


 


This certifies that [           ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced
by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing
Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Pooling and Servicing Agreement and is bound thereby. In the event that there is any conflict between any
provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall
be superseded to the extent of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class
A-3, Class A-4, Class A-5, Class A-SB, Class


 






    	A-2-3



    	 



    

 


X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class
C, Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (together with the Class A-2 Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank
National Association, as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-2 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in


 






    	A-2-4



    	 



    

 


the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing
Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files
relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder
in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii)
any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the


 






    	A-2-5



    	 



    

 


extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the Pooling
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and 



 






    	A-2-6



    	 



    

 


Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation 



 






    	A-2-7



    	 



    

 


may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment 



 






    	A-2-8



    	 



    

 


to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 






    	A-2-9



    	 



    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans as set
forth in the Pooling and Servicing Agreement.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class C,
Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in
unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have the
right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for all
of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    	A-2-10



    	 



    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


  






    	A-2-11



    	 



    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-2-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-2 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class
A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 






    	A-2-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






  






    	A-2-14



    	 



    

 






EXHIBIT A-3


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 


 



 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global
Certificate legend.



 



    	A-3-1



    	 



    

  


RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-3-2



    	 



    


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-3


 


	Pass-Through Rate: 3.6561%	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-3 Certificates:  $19,780,000	 	 


 


	
        CUSIP:  12636L
AW0

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	ISIN:      US12636LAW00



	 	 
	Common Code: 136111639	 	 
	 	 	 
	No.:  A-3-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-SB, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B,


 



    	A-3-3



    	 



    

 


Class C, Class D, Class E, Class F,
Class NR, Class R and Class Z Certificates (together with the Class A-3 Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-3 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by


 



    	A-3-4



    	 



    

 


check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent


 



    	A-3-5



    	 



    

 


of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions



 



    	A-3-6



    	 



    

 





		 	
which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency 



 



    	A-3-7



    	 



    

 





			  Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information 



 



    	A-3-8



    	 



    

 





		 	  Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


  


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 



    	A-3-9



    	 



    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 



    	A-3-10



    	 



    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




    	A-3-11



    	 



    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class  A-3 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class  A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 




    	A-3-12



    	 



    


 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-3  Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further
direct the Certificate Registrar to issue a new Class A-3  Certificate of the entire Percentage Interest represented by the
within Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following
address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number



 




    	A-3-13



    	 



    


 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-3-14



    	 



    


 


EXHIBIT
A-4


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 


 



 


1
          Legend required as long as DTC is the Depository under the Pooling
and Servicing Agreement.


 


2
          Global Certificate legend.



 



    	A-4-1



    	 



    

 


RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-4-2



    	 



    


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-4


 


	Pass-Through Rate:  3.4887%	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-4 Certificates:  $170,000,000	 	 
	 	 	 




	
        CUSIP:  12636L
AX8

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	ISIN:      US12636LAX82



	 	 
	Common Code: 136111663	 	 
	 	 	 
	No.:  A-4-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-SB, Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B,


 



    	A-4-3



    	 



    

 


Class C, Class D, Class E, Class F,
Class NR, Class R and Class Z Certificates (together with the Class A-4 Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-4 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by


 



    	A-4-4



    	 



    

 


check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent


 



    	A-4-5



    	 



    

 


of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).This Certificate
does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement
for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties
and immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 



    	A-4-6



    	 



    

 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 



    	A-4-7



    	 



    

 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 



    	A-4-8



    	 



    

 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of



 



    	A-4-9



    	 



    

 





		 	its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.


 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 



    	A-4-10



    	 



    

 


years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 



    	A-4-11



    	 



    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 



    	A-4-12



    	 



    


 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-4 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class
A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 




    	A-4-13



    	 



    


 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-4-14



    	 



    






 


EXHIBIT
A-5


 


CSAIL
2016-C5 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-5


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, 


 





 



 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






    	A-5-1



    	 



    

 


RESPECTIVELY, IN SECTIONS 860G(a)(1) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 



    	A-5-2



    	 



    




 


CSAIL
2016-C5 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-5


 


	Pass-Through
    Rate:  3.7567%	 	 
	 	 	 
	First Distribution
    Date: March 17, 2016	 	Cut-Off Date:  With
    respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan
    that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of
    that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial
    Certificate Principal Amount of the Class A-5 Certificates:  $267,448,000	 	 





 


	CUSIP:  12636L
AY6  
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	ISIN:
     US12636LAY65


         
	 	 
	 	 	 
	Common Code: 136111671	 	 
	 	 	 
	No.:  A-4-1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB,


 






    	A-5-3



    	 



    

 


Class X-A,
Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F,
Class NR, Class R and Class Z Certificates (together with the Class A-4 Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as
Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association,
as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-5 Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-5 Certificates
is the calendar month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in


 






    	A-5-4



    	 



    

 


the form of
a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 






    	A-5-5



    	 



    

 


extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution
Account, the Upper Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Gain on Sale Reserve Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Interest Deposit Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the
lock box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to
the related Mortgagor).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat
the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate
Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and



  



    	A-5-6



    	 



    




 


			 Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;




 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or any
                                         of the Certificateholders (other than the Transferor) to be subject to a federal tax
                                         caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax
                                         Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation



 






    	A-5-7



    	 



    

 


			may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment



 






    	A-5-8



    	 



    

 


			to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 






    	A-5-9



    	 



    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B, Class C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon


 






    	A-5-10



    	 



    

 


reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.  


 



    	A-5-11



    	 



    




 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


  





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



    






    	A-5-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-5 Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within Class
A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number




   



    	A-5-13



    	 



    







DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number







  



    	A-5-14



    	 



    




 


EXHIBIT
A-6


 


CSAIL
2016-C5 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-SB


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT
SET FORTH BELOW.


 


THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 





 



 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




  



    	A-6-1



    	 



    




 


RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. 


 



    	A-6-2



    	 



    




 


CSAIL
2016-C5 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-SB


 


	Pass-Through
    Rate:  3.5325%	 	 
	 	 	 
	First Distribution
    Date: March 17, 2016	 	Cut-Off Date:  With
    respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan
    that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of
    that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial
    Certificate Principal Amount of the Class A-SB Certificates:  $48,139,000	 	 


  


	CUSIP:  12636L
AZ3 
	 	Initial
    Certificate Principal Amount of this Certificate: $[   ]
	 	 	 
	ISIN:
     US12636LAZ31


         
	 	 
	 	 	 
	Common Code: 136111612	 	 
	 	 	 
	No.:  A-SB-1	 	 


 


This
certifies that [           ] is the registered owner of a beneficial ownership
interest in a Trust Fund, including the distributions to be made with respect to the Class A-SB Certificates. The Trust Fund,
described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and
manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund
was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling
and Servicing Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate
and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5,


 






    	A-6-3



    	 



    

 


Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (together with the Class A-SB Certificates,
the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as
Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association,
as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit,” as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-SB Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-SB Certificates
is the calendar month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in


 






    	A-6-4



    	 



    

 


the form of
a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the


 






    	A-6-5



    	 



    

 


extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution
Account, the Upper Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Gain on Sale Reserve Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Interest Deposit Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the
lock box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to
the related Mortgagor).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat
the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate
Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and 



 






    	A-6-6



    	 



    

 


			 Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or any
                                         of the Certificateholders (other than the Transferor) to be subject to a federal tax
                                         caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax
                                         Person;



 


		(vi)	to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as evidenced
in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation



 






    	A-6-7



    	 



    

 


			may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the then-current ratings assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment



 






    	A-6-8



    	 



    

 


			to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the
Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; or




 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 






    	A-6-9



    	 



    

 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B, Class C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon


 






    	A-6-10



    	 



    

 


reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.  


 



    	A-6-11



    	 



    




 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-SB Certificate to be duly executed.





 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



  



    	A-6-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-SB Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-SB Certificate of the entire Percentage Interest represented by the within Class
A-SB Certificates to the above-named Assignee(s) and to deliver such Class A-SB Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 






    	A-6-13



    	 



    

  


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






  



    	A-6-14



    	 



    





 


EXHIBIT
A-7


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNTS OF THE CLASS A-1, CLASS A-2,
CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF
THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 




 






 





		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.



 






    	A-7-1



    	 



    

 

THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-7-2



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-A


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $723,385,000	 	 


 


	
        CUSIP: 12636L BA7

         
	 	
        Initial Notional Amount of this
Certificate: $[500,000,000][223,385,000]

	ISIN:    US12636LBA70	 	 
	
         

        Common Code: 136111655
	 	 
	 	 	 
	No.:  [X-A-1] [X-A-2]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C,


 


 









 


1
The approximate Pass-Through Rate as of the Closing Date is 1.0653%.


 






    	A-7-3



    	 



    

 


Class D, Class E, Class F, Class NR, Class R and
Class Z Certificates (together with the Class X-A Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-A Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by


 






    	A-7-4



    	 



    

 


check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent


 






    	A-7-5



    	 



    

 


of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions



 






    	A-7-6



    	 



    

 





		 	which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency



 






    	A-7-7



    	 



    

 





		 	Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information



 






    	A-7-8



    	 



    

 





		 	Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 






    	A-7-9



    	 



    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    	A-7-10



    	 



    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-7-11



    	 



    

 

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 




    	A-7-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-A Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within Class
X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 




    	A-7-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-7-14



    	 



    



EXHIBIT
A-8


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS B CERTIFICATES.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-B CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


 





 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.

 






    	A-8-1



    	 



    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-8-2



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-B


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $51,503,000	 	 


 


	
        CUSIP:  12636L
BB5

         
	 	
        Initial Notional Amount of this
Certificate: $[    ]

	ISIN:     US12636LBB53	 	 
	 	 	 
	Common Code: 136111817	 	 
	 	 	 
	No.:  X-B-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class R and
Class Z Certificates (together with the Class X-


 


 





 


1
The approximate Pass-Through Rate as of the Closing Date is 0.0753%.

 






    	A-8-3



    	 



    

 


B Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-B Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 






    	A-8-4



    	 



    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier


 






    	A-8-5



    	 



    

 


REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct



 






    	A-8-6



    	 



    

 





		 	any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency 



 






    	A-8-7



    	 



    

 





		 	Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information 



 






    	A-8-8



    	 



    

 


Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 






    	A-8-9



    	 



    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    	A-8-10



    	 



    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-8-11



    	 



    

 

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 




    	A-8-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-B Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class
X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 




    	A-8-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-8-14



    	 



    





EXHIBIT
A-9


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 





 






 


		1	Temporary Regulation S Global
Certificate legend.



 


		2	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    	A-8-1 



     


    




 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS D 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 “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS X-D CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-8-2 



     


    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-D


 


	Pass-Through Rate:  1.0000%	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates:  $46,821,000	 	 


  


	
        CUSIP:  12636L
AJ91

U2289C AE82

12636L AK63

         
	 	
        Initial Notional Amount of this
Certificate: $[   ]

         

	
        ISIN:     US12636LAJ984

  USU2289CAE855

  US12636LAK616
	 	 
	 	 	 
	Common Code: 1361169247

    1361208918	 	 
	 	 	 
	No.:  [X-D-1] [X-D-S-1]	 	 


 





 



 


1
For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3 For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates




 


 






    	A-8-3 



     


    




 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-D Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class R and
Class Z Certificates (together with the Class X-D Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-D Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest


 






    	A-8-4 



     


    

 





Accrual
Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar month prior
to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date


 






    	A-8-5 



     


    

 


in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 






    	A-8-6 



     


    




 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 






    	A-8-7 



     


    

 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition as






 






    	A-8-8 



     


    




 

		 	evidenced in writing by an
Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 






    	A-8-9 



     


    

 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 






    	A-8-10 



     


    




 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of


 






    	A-8-11 



     


    

 


its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans. 


 




    	A-8-12 



     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 




    	A-8-13 



     


    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-D Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class
X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 




    	A-8-14 



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-8-15 



     


    

 


EXHIBIT
A-10


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 


 






 


		1	Temporary Regulation S Global
Certificate legend.



 


		2	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.





 






    	A-10-1 



     


    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS E 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 “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS X-E CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-10-2 



     


    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-E


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-E Certificates:  $23,410,000	 	 


  


	
        CUSIP:  12636L
AA82

U2289C AA63

12636L AB64

         
	 	
        Initial Notional Amount of this
Certificate: $[    ]

         

	
        ISIN:     US12636LAA895

  USU2289CAA636

  US12636LAB627 
	 	 
	 	 	 
	Common Code: 1361168788

1361209219	 	 



 


 






 


		1	The initial approximate
Pass-Through Rate as of the Closing Date is 1.5333%.



		 	 



		2	For Rule 144A Certificates



		 	 



		3	For Regulation S Certificates



		 	 



		4	For IAI Certificates



		 	 



		5	For Rule 144A Certificates



		 	 



		6	For Regulation S Certificates



		 	 



		7	For IAI Certificates



		 	 



		8	For Rule 144A Certificates



		 	 



		9	For Regulation S Certificates






		 	 







    	A-10-3 



     


    




 


	No.:  [X-E-1][X-E-S-1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-E Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-D, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class R and
Class Z Certificates (together with the Class X-E Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-E Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related


 






    	A-10-4 



     


    

 


Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-E Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans


 






    	A-10-5 



     


    

 


due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 






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The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 






    	A-10-7 



     


    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, 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 any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings



 






    	A-10-8 



     


    




 


		 	 (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or 



 






    	A-10-9 



     


    




 


		 	such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 






    	A-10-10 



     


    

 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans. 


 




    	A-10-11 



     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-E Certificate to be duly executed.


 

	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory


 


Dated: ______________ 


  


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory









 




    	A-10-12 



     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ______________________________ ____________________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-E Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-E Certificate of the entire Percentage Interest represented by the within Class
X-E Certificates to the above-named Assignee(s) and to deliver such Class X-E Certificate to the following address:


 


Date: _________________


	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 




    	A-10-13 



     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-10-14 



     


    








 


EXHIBIT
A-11


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 


 









 


		1	Temporary Regulation S Global
Certificate legend.



 


		2	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 






    	A-11-1



    	 



    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS F 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 “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS X-F CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-11-2



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-F


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-F Certificates:  $9,365,000	 	 


 


	
        CUSIP:  12636L
AC42

U2289C AB43

12636L AD24

         
	 	
        Initial Notional Amount of this
Certificate: $[   ]

	
        ISIN:     US12636LAC465

  USU2289CAB476

  US12636LAD297
	 	 
	 	 	 
	
        Common Code: 1361169088

        1361209489
	 	 



 


 






 


		1	The initial approximate
Pass-Through Rate as of the Closing Date is 1.5333%.



 


		2	For Rule 144A Certificates



 


		3	For Regulation S Certificates



 


		4	For IAI Certificates



 


		5	For Rule 144A Certificates



 


		6	For Regulation S Certificates



 


		7	For IAI Certificates



 


		8	For Rule 144A Certificates



 


		9	For Regulation S Certificates



 






    	A-11-3



    	 



    

 


	No.:  [X-F-1][X-F-S-1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-D, Class X-E, Class X-NR, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class R and
Class Z Certificates (together with the Class X-F Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-F Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related


 






    	A-11-4



    	 



    

 


Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-F Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans


 






    	A-11-5



    	 



    

 


due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 






    	A-11-6



    	 



    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 






    	A-11-7



    	 



    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, 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 any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings



 






    	A-11-8



    	 



    

 


(provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or 



 






    	A-11-9



    	 



    

 


such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 






    	A-11-10



    	 



    

 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-11-11



    	 



    

 

IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-F Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 




    	A-11-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-F Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-F Certificate of the entire Percentage Interest represented by the within Class
X-F Certificates to the above-named Assignee(s) and to deliver such Class X-F Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 




    	A-11-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-11-14



    	 



    
 


EXHIBIT
A-12


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 


 






 


		1	Temporary Regulation S Global
Certificate legend.



 


		2	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.



 






    	A-12-1



    	 



    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF
THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THE CLASS NR 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 “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS X-NR CERTIFICATE
WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-12-2



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS X-NR


 


	Pass-Through Rate:  Variable IO1	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-NR Certificates:  $39,797,933	 	 


  


	
        CUSIP: 12636L AE02

U2289C AC23

12636L AF74

         
	 	
        Initial Notional Amount of this
Certificate: $[   ]

         

	
        ISIN:     US12636LAE025

  USU2289CAC206

  US12636LAF767
	 	 
	 	 	 
	
        Common Code: 1361169168

        1361209999
	 	 



 


 






 


		1	The initial approximate
Pass-Through Rate as of the Closing Date is 1.5333%.



		 	 



		2	For Rule 144A Certificates



		 	 



		3	For Regulation S Certificates



		 	 



		4	For IAI Certificates



		 	 



		5	For Rule 144A Certificates



		 	 



		6	For Regulation S Certificates



		 	 



		7	For IAI Certificates



		 	 



		8	For Rule 144A Certificates



		 	 



		9	For Regulation S Certificates



		 	 







    	A-12-3



    	 



    

 


	 	 	 
	No.:  [X-NR-1][X-NR-S-1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-NR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class A-S, Class B, Class C, Class D, Class E, Class F, Class NR, Class R and
Class Z Certificates (together with the Class X-NR Certificates, the “Certificates”; the Holders of Certificates
are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-NR Certificates for such
Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related


 






    	A-12-4



    	 



    

 


Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-NR Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans


 






    	A-12-5



    	 



    

 


due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 






    	A-12-6



    	 



    

 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 






    	A-12-7



    	 



    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, 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 any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings



 






    	A-12-8



    	 



    

 


(provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or 



 






    	A-12-9



    	 



    

 


such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 






    	A-12-10



    	 



    

 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-12-11



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-NR Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class X-NR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 




    	A-12-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class X-NR Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-NR Certificate of the entire Percentage Interest represented by the within Class
X-NR Certificates to the above-named Assignee(s) and to deliver such Class X-NR Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 




    	A-12-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 




    	A-12-14



    	 



    

 


EXHIBIT
A-13


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 


 









 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



		 	 



		2	Global Certificate legend.



		 	 







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RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




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CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS A-S


 


	Pass-Through Rate: 4.0101% 	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class A-S Certificates:  $67,891,000	 	 


 


	
        CUSIP:
12636L BC3 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ] 
	
        ISIN:     US12636LBC37
	 	 
	 	 	 
	Common Code: 136111680	 	 
	 	 	 
	No.:  A-S-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class B, Class C, Class D, Class E,
Class F, Class NR, Class R and Class Z Certificates (together with the


 






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Class A-S Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-S Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 






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distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier


 






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REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct 



 






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any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates 



 






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pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and 



 






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Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard
without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each



 






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Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.


 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property)


 






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pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 




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IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 




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ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class A-S Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within Class
A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 




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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






 




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EXHIBIT
A-14


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 


 






 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






    	A-14-1



    	 



    

 


RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-14-2



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS B


 


	Pass-Through Rate:  The lesser of 4.4630% per annum and the WAC Rate	 	
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class B Certificates:  $51,503,000	 	 
	 	 	 
	
        CUSIP:  12636L
BD1 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ] 
	
        ISIN:     US12636LBD10 
	 	 
	 	 	 
	Common Code: 136111647	 	 
	 	 	 
	No.:  B-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class C, Class D, Class E, Class F,
Class NR, Class R and Class Z Certificates (together with the Class B Certificates, the


 






    	A-14-3



    	 



    

 


“Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class B Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month
prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final


 






    	A-14-4



    	 



    

 


distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier


 






    	A-14-5



    	 



    

 


REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions 



 






    	A-14-6



    	 



    

 


which
may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency 



 






    	A-14-7



    	 



    

 


Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information 



 






    	A-14-8



    	 



    

 


Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 






    	A-14-9



    	 



    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    	A-14-10



    	 



    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.





 






    	A-14-11



    	 



    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________





 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-14-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class B Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class
B Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 






    	A-14-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 






    	A-14-14



    	 



    

 


EXHIBIT A-15


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 


 









 


		1	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Global Certificate legend.




 






    	A-15-1



    	 



    

 


RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






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CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS C


 


	Pass-Through Rate:  WAC Rate1	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class C Certificates:  $42,139,000	 	 
	 	 	 
	CUSIP:  12636L BE9	 	Initial Certificate Principal Amount of this Certificate: $[   ] 
	 	 	 
	
        ISIN:      US12636LBE92 
	 	 
	 	 	 
	Common Code: 136111698	 	 
	 	 	 
	No.:  C-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class D, Class E, Class F,


  





 






 


1 The initial approximate Pass-Through Rate as of the Closing Date is 4.5383%.



 






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Class NR, Class R and Class Z Certificates (together with the Class C Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class C Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month
prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by


 






    	A-15-4



    	 



    

 


check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent


 






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of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions 



 






    	A-15-6



    	 



    

 


which may be inconsistent with any other provisions therein or to correct any error;


 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency 



 






    	A-15-7



    	 



    

 


Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master
Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect to
any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under
the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency
Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information 



 






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Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or


 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 






    	A-15-9



    	 



    

 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon


 






    	A-15-10



    	 



    

 


reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






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IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-15-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class C Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class
C Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 






    	A-15-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 






    	A-15-14



    	 



    

 


EXHIBIT
A-16


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, 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 POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[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.]


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CONTROLLING CLASS REPRESENTATIVE,
THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 






    	A-16-1



    	 



    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO 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 AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT,
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS, AND ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-16-2



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS D


 


	Pass-Through Rate:  WAC Rate minus 1.0000%1	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class D Certificates:  $46,821,000	 	 
	 	 	 
	
        CUSIP:  12636L
AG52

U2289C AD03

12636L AH34

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:     US12636LAG595

 USU2289CAD036

 US12636LAH337
	 	 
	 	 	 
	Common Code: 1361170508  	 	 
	1361180059	 	 



 





 



 





1 The
initial approximate Pass-Through Rate as of the Closing Date is 3.5383%.


 


2
For Rule 144A Certificates


 


3
For Regulation S Certificates


 


4
For IAI Certificates


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates



 






    	A-16-3



    	 



    

 


	No.:  D-1	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class E,
Class F, Class NR, Class R and Class Z Certificates (together with the Class D Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 






    	A-16-4



    	 



    

 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar month
prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole


 






    	A-16-5



    	 



    

 


Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special


 






    	A-16-6



    	 



    

 


Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a 



 






    	A-16-7



    	 



    

 


federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, 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 any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class



 






    	A-16-8



    	 



    

 


of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of 



 






    	A-16-9



    	 



    

 


which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    	A-16-10



    	 



    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-16-11



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class D Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



  






    	A-16-12



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class D Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class
D Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






  






    	A-16-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






  






    	A-16-14



    	 



    

 






 


EXHIBIT
A-17


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE





 


 






 


		1	Temporary Regulation S Global
Certificate legend.



 


		2	Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Global Certificate legend.




 






    	A-17-1



    	 



    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW 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)(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


 






    	A-17-2



    	 



    

 


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 PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






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CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS E


 


	Pass-Through Rate:  The lesser of 3.0050% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class E Certificates:  $23,410,000	 	 





 


	
        CUSIP:  12636L
AL41

U2289C AF52

12636L AM23

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:      US12636LAL454

  USU2289CAF505

  US12636LAM286
	 	 
	 	 	 
	Common Code: 1361169757  	 	 
	1361180488	 	 



 





 






 


1     For
Rule 144A Certificates


 


2     For
Regulation S Certificates


 


3     For
IAI Certificates


 


4     For
Rule 144A Certificates


 


5     For
Regulation S Certificates


 


6     For
IAI Certificates


 


7     For
Rule 144A Certificates


 


8     For
Regulation S Certificates



 






    	A-17-4



    	 



    

 


	No.:  [E-1][E-S-1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class F,
Class NR, Class R and Class Z Certificates (together with the Class E Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class E Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related


 






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Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month
prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans


 






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due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 






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The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;



 






    	A-17-8



    	 



    

 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, 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 any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then current ratings



 






    	A-17-9



    	 



    

 


(provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or 



 






    	A-17-10



    	 



    

 


such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 






    	A-17-11



    	 



    

 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-17-12



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-17-13



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class E Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class
E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 






    	A-17-14



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






  



    	A-17-15



    	 



    




 


EXHIBIT
A-18


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE


 


 






 


1
     Temporary Regulation S Global Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
     Global Certificate legend.



 






    	A-18-1



    	 



    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW 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)(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


 






    	A-18-2



    	 



    

 


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 PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-18-3



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS F


 


	Pass-Through Rate: The lesser of 3.0050% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class F Certificates:  $9,365,000	 	 





 


	
        CUSIP:  12636L
AN01 

                         U2289C AG32

                  12636L AP53 

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:      US12636LAN014

    USU2289CAG345

    US12636LAP586
	 	 
	 	 	 
	
        Common Code: 1361169917 

        1361206628 
	 	 






 





 






 


1     For
Rule 144A Certificates


 


2     For
Regulation S Certificates


 


3     For
IAI Certificates


 


4     For
Rule 144A Certificates


 


5     For
Regulation S Certificates


 


6     For
IAI Certificates


 


7     For
Rule 144A Certificates


 


8     For
Regulation S Certificates



 






    	A-18-4



    	 



    

 


	No.:  [F-1][F-S-1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E,
Class NR, Class R and Class Z Certificates (together with the Class F Certificates, the “Certificates”; the
Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class F Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 






    	A-18-5



    	 



    

 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month
prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole


 






    	A-18-6



    	 



    

 


Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special 


 






    	A-18-7



    	 



    

 


Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a 



 






    	A-18-8



    	 



    

 


federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, 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 any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class



 






    	A-18-9



    	 



    

 


of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of 



 






    	A-18-10



    	 



    

 


which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    	A-18-11



    	 



    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 






    	A-18-12



    	 



    

  


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-18-13



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class F Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented by the within Class
F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 






    	A-18-14



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 






    	A-18-15



    	 



    

 


EXHIBIT
A-19


 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset Representations Reviewer,
THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE





 


 






 


1
     Temporary Regulation S Global Certificate legend.


 


2
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
     Global Certificate legend.



 






    	A-19-1



    	 



    

 


INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO 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 AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW 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)(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


 






    	A-19-2



    	 



    

 


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 PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING
AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-19-3



    	 



    

 


CSAIL 2016-C5
COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS NR


 


	Pass-Through Rate: The lesser of 3.0050% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: March 17, 2016	 	Cut-Off Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Principal Amount of the Class NR Certificates:  $39,797,933	 	 





 


	
        CUSIP: 
12636L AQ31

 U2289C AH12

 12636L AR13

         
	 	Initial Certificate Principal Amount of this Certificate: $[   ]
	
        ISIN:      US12636LAQ324

  USU2289CAH175

  US12636LAR156
	 	 
	 	 	 
	Common Code: 1361170097 

 1361207198	 	 



 





 






 


1     For
Rule 144A Certificates


 


2     For
Regulation S Certificates


 


3     For
IAI Certificates


 


4     For
Rule 144A Certificates


 


5     For
Regulation S Certificates


 


6     For
IAI Certificates


 


7     For
Rule 144A Certificates


 


8     For
Regulation S Certificates 


 






    	A-19-4



    	 



    

 


	No.:  [NR-1][NR-S-1]	 	 
	 	 	 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class NR Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement
and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the
Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also
issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D, Class E,
Class F, Class R and Class Z Certificates (together with the Class NR Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank,
National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association, as Master Servicer, and Rialto Capital
Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned
thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class NR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.


 






    	A-19-5



    	 



    

 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class NR Certificates is the calendar month
prior to the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business
Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are required to be made
(a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring instructions no less than five
Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of
such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole


 






    	A-19-6



    	 



    

 


Loan, the interests of the related Serviced Companion
Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage
Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution);
(iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged
Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect
of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof (to the extent of the
Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of
Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on deposit in the
Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution Account, the Upper
Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain on Sale Reserve
Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account (to the extent of
the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity
Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each Mortgage
Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Interest Deposit
Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the lock box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling and Servicing
Agreement and for all other purposes whatsoever, and none of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the
Master Servicer, the Special


 






    	A-19-7



    	 



    

 


Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates)
with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts
or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior
to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any
Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;



 


		(iv)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing Agreement
or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or
any of the Certificateholders (other than the Transferor) to be subject to a 



 






    	A-19-8



    	 



    

 


federal tax caused by a Transfer to a Person that
is a Disqualified Organization or a Non-U.S. Tax Person;


 


		(vi)	to revise or add any other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material
respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency
Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to modify the provisions
of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination
Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, 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 any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class



 






    	A-19-9



    	 



    

 


of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


		(ix)	to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; or



 


		(x)	to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent
as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding the
foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage
Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller
or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which
are required to be distributed to a Companion Holder without the consent of such Companion Holder; or



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of 



 






    	A-19-10



    	 



    

 


which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder without the consent of the
Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding; or



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller;
or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.



 


Notwithstanding the
foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master Servicer,
the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in
that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate
Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans
(and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of


 






    	A-19-11



    	 



    

 


the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class B, Class
C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates) for
all of the Mortgage Loans and each REO Property remaining in the Trust
Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.





 






    	A-19-12



    	 



    




 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class NR Certificate to be duly executed.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class NR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory



 






    	A-19-13



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class NR Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class NR Certificate of the entire Percentage Interest represented by the within Class
NR Certificates to the above-named Assignee(s) and to deliver such Class NR Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number






 






    	A-19-14



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number






 






    	A-19-15



    	 



    

 









 


EXHIBIT
A-20


 


CSAIL
2016-C5 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS R


 


THIS CERTIFICATE
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS,
AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE
MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW 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.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE
OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE


 






    	A-20-1



    	 



    

 


SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, INSTITUTIONS THAT ARE NOT U.S. PERSONS OR AGENTS OF
EITHER, AS SET FORTH IN SECTIONS 5.02 AND 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT
TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION,
AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED
ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS
TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE
IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME
DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR
FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT
TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED
ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “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. 


 



    	A-20-2



    	 



    




 


CSAIL
2016-C5 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS R


 


	Percentage
    Interest:  [     ]%	 
	 	 
	Cut-Off Date:  With
    respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case of any Mortgage Loan
    that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016 under the terms of
    that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 


  


	CUSIP:
 12636L AS986 

        U2289C
AJ787 

        12636L AT788

        
	 
	 	 
	ISIN:
    US12636LAS9789 

        USU2289CAJ7290 

        US12636LAT7091


         
	 
	 	 
	No.:  R-1	 


 


This
certifies that [           ] is the registered owner of an interest in
a Trust Fund, including the distributions to be made with respect to the Class R Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that


 





 






 


86 For
Rule 144A Certificates


 


87 For
Regulation S Certificates


 


88 For
IAI Certificates


 


89 For
Rule 144A Certificates


 


90 For
Regulation S Certificates


 


91 For
IAI Certificates



 






    	A-20-3



    	 



    

 


there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D,
Class E, Class F and Class NR Certificates (together with the Class R Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as
Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, KeyBank National Association,
as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents the “residual interest” in two “real estate mortgage investment conduits,” as those
terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, allocable to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of
a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 






    	A-20-4



    	 



    

 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution
Account, the Upper Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Gain on Sale Reserve Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity


 






    	A-20-5



    	 



    

 


Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Interest Deposit Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the
lock box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to
the related Mortgagor).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat
the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate
Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I



 






    	A-20-6



    	 



    

 


			Advance
Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not
adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency
with respect to such amendment;



 


		(iv)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as shall be necessary to maintain the qualification of any Trust REMIC as
                                         a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the
                                         Code at all times that any Certificate is outstanding, or to avoid or minimize the risk
                                         of imposition of any tax on the Trust or any Trust REMIC or the Grantor Trust; provided
                                         that the Trustee and the Certificate Administrator have received an Opinion of Counsel
                                         (at the expense of the party requesting such amendment) to the effect that (a) such
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         the risk of the imposition of any such tax and (b) such action will not adversely
                                         affect in any material respect the interests of any Certificateholder or Companion Holder;



 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or any
                                         of the Certificateholders (other than the Transferor) to be subject to a federal tax
                                         caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax
                                         Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
                                         or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
                                         the Rating Agencies with respect to such amendment or supplement and confirmation of
                                         the applicable rating agencies that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings of any securities related to a Companion
                                         Loan, if any (provided that such rating agency confirmation may be considered
                                         satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
                                         with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
                                         Agreement);



 


		(vii)	to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings



 






    	A-20-7



    	 



    

 


			assigned to each Class of Certificates
                                         by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the
                                         Rating Agencies and confirmation of the applicable rating agencies that such action will
                                         not result in the downgrade, withdrawal or qualification of its then-current ratings
                                         of any securities related to a Companion Loan, if any (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
                                         or supplement shall not adversely affect in any material respect the interests of any
                                         Certificateholder not consenting to such amendment or supplement, as evidenced by an
                                         Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment
                                         to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
                                         Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
                                         Administrator shall post such notice to the Certificate Administrator’s Website;
                                         or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing 



 






    	A-20-8



    	 



    

 


			Agreement
to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent
provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if 



 






    	A-20-9



    	 



    

 


			any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B, Class C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21


 






    	A-20-10



    	 



    

 


years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans. 


 



    	A-20-11



    	 



    




 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class R Certificate to be duly executed.


  





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________





 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory




   



    	A-20-12



    	 



    

  


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class R Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented by the within Class
R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number








  



    	A-20-13



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number







 






    	A-20-14



    	 



    




  


EXHIBIT
A-21


 


CSAIL
2016-C5 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS Z


 


THIS CERTIFICATE
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE ORIGINATORS, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE Asset
Representations Reviewer, THE CONTROLLING CLASS REPRESENTATIVE, THE COMPANION LOAN HOLDERS, THE INITIAL PURCHASERS OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS, AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW 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.  


 



    	A-21-1



    	 



    




 


CSAIL
2016-C5 COMMERCIAL MORTGAGE TRUST,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2016-C5, CLASS Z


 


	Percentage
    Interest: [         ]%	 
	 	 
	Cut-Off
    Date:  With respect to each Mortgage Loan, the Due Date in February, 2016 for that Mortgage Loan (or, in the case
    of any Mortgage Loan that has its first Due Date in March, 2016, the date that would have been its Due Date in February, 2016
    under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month).	 
	 	 	 


  


	CUSIP:
 12636L BF6 

         
	 	 
	ISIN:
     US12636LBF67

         
	 	 
	No.:     [Z-1][Z-S-1]	 	 


 


This
certifies that [           ] is the registered owner of an interest in
a Trust Fund, including the distributions to be made with respect to the Class Z Certificates. The Trust Fund, described more
fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured
housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created,
and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision
of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.
Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-SB, Class X-A, Class X-B, Class X-D, Class X-E, Class X-F, Class X-NR, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class R and Class NR Certificates (together with the Class Z Certificates, the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as
Trustee, Pentalpha Surveillance LLC, as Operating Advisor and as Asset


 






    	A-21-2



    	 



    

 


Representations Reviewer, KeyBank National Association,
as Master Servicer, and Rialto Capital Advisors, LLC, as Special Servicer. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a beneficial ownership of Excess Interest and the Excess Interest Distribution Account. Each Holder of
this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the determination date of each month, commencing in March 2016 (each such
date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount, if any, allocable to the Class Z Certificates for such Distribution Date, all as more
fully described in the Pooling and Servicing Agreement.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business
on the last Business Day of the month immediately preceding the month in which such Distribution Date occurs. Distributions are
required to be made (a) by wire transfer of immediately available funds to the account of such Certificateholder at a bank or
other entity having appropriate facilities therefor, if such Certificateholder provided the Certificate Administrator with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of
a standing order applicable to all subsequent Distribution Dates), or otherwise (b) by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or


 






    	A-21-3



    	 



    

 


through an agent, shall take such steps to contact the remaining non tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of
the Mortgage Loans due after the Cut off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the month
of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial
interest in the Mortgaged Property securing a Non Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues
received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the
extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower Tier REMIC Distribution
Account, the Upper Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the
Gain on Sale Reserve Account (to the extent of the Trust’s interest in such Gain on Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor
under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests;
(xii) the Interest Deposit Amount; and (xiii) the proceeds of the foregoing (other than any interest earned on deposits in the
lock box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to
the related Mortgagor).


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits,


 






    	A-21-4



    	 



    

 


obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar may treat
the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in the Pooling and Servicing Agreement and for all other purposes whatsoever, and none of the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Certificate
Registrar, or any agent of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, without the consent
of any of the Certificateholders or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         correct any defect or ambiguity in the Pooling and Servicing Agreement;



 


		(ii)	to
                                         cause the provisions in the Pooling and Servicing Agreement to conform or be consistent
                                         with or in furtherance of the statements made in the Prospectus (or in an offering document
                                         for any related non-offered certificates) with respect to the Certificates, the Trust
                                         or the Pooling and Servicing Agreement or to correct or supplement any of its provisions
                                         which may be inconsistent with any other provisions therein or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Distribution
                                         Accounts or any REO Account; provided that (a) the P&I Advance Date shall
                                         in no event be later than the Business Day prior to the related Distribution Date and
                                         (b) such change shall not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense
                                         of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
                                         from each Rating Agency with respect to such amendment;



 


		(iv)	to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the 



 






    	A-21-5



    	 



    

 


			qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the
expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Holder;




 


		(v)	to
                                         modify, eliminate or add to the provisions of Section 5.03(n) of the Pooling and Servicing
                                         Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer
                                         of the Class R Certificates; provided the Depositor has determined that such change
                                         shall not, as evidenced by an Opinion of Counsel, cause the Trust, Trust REMIC or any
                                         of the Certificateholders (other than the Transferor) to be subject to a federal tax
                                         caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax
                                         Person;



 


		(vi)	to
                                         revise or add any other provisions with respect to matters or questions arising under
                                         the Pooling and Servicing Agreement or any other change; provided that the required
                                         action shall not adversely affect in any material respect the interests of any Certificateholder
                                         or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision
                                         or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party
                                         requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
                                         the Rating Agencies with respect to such amendment or supplement and confirmation of
                                         the applicable rating agencies that such action will not result in the downgrade, withdrawal
                                         or qualification of its then-current ratings of any securities related to a Companion
                                         Loan, if any (provided that such rating agency confirmation may be considered
                                         satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
                                         with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
                                         Agreement);



 


		(vii)	to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section



 






    	A-21-6



    	 



    

 


			3.25
of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;



 


		(viii)	to
                                         modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement
                                         (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
                                         Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a
                                         Control Termination Event has not occurred and is not continuing and with respect to
                                         any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, 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 any Trust REMIC as a REMIC or the status of the Grantor
                                         Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
                                         Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
                                         and, with regard to any class of Serviced Companion Loan Securities, the applicable rating
                                         agencies have delivered a confirmation that such action will not result in the downgrade,
                                         withdrawal or qualification of its then current ratings (provided that such rating
                                         agency confirmation may be considered satisfied in the same manner as any Rating Agency
                                         Confirmation may be considered satisfied with respect to the Certificates pursuant to
                                         Section 3.25 of the Pooling and Servicing Agreement);



 


		(ix)	to
                                         modify the procedures of the Pooling and Servicing Agreement relating to compliance with
                                         Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely
                                         affect in any material respects the interests of any Certificateholders, as evidenced
                                         by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
                                         of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided,
                                         further, that the Certificate Administrator shall give notice of any such amendment
                                         to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
                                         Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate
                                         Administrator shall post such notice to the Certificate Administrator’s Website;
                                         or



 


		(x)	to
                                         modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to
                                         such extent as would be necessary to comply with the requirements for use of Form SF-3
                                         in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).



 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially


 






    	A-21-7



    	 



    

 


and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans that are required to be distributed on a Certificate of any class without the consent
                                         of the Holder of the Certificate or which are required to be distributed to a Companion
                                         Holder without the consent of such Companion Holder; or



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Holder without the consent of the Holders of all Certificates of such Class then outstanding
                                         or such Companion Holders, as applicable; or



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding; or



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary under the
                                         Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided
                                         that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
                                         pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
                                         the related Intercreditor Agreement, the consent of the holder of any AB Subordinate
                                         Companion Loan for each Serviced AB Whole Loan.



 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the


 






    	A-21-8



    	 



    

 


Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement and that such amendment or the exercise of any power granted to the Master
Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion
of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans
and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans as set forth in the Pooling and Servicing Agreement.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class X-A, Class X-B, Class
B, Class C, Class D and Class X-D Certificates are retired (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class R Certificates)), the Sole Certificateholder shall
have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R Certificates)
for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


  



    	A-21-9



    	 



    

 





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class Z Certificate to be duly executed.


  





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as Certificate
    Administrator
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory






 


Dated: ______________








 


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class Z Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: ______________


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	not in its individual capacity but solely as
    Authenticating Agent
	 	 	 
	 	By:  	 
	 	 	Authorized Signatory




   






    	A-21-10



    	 



    

 


ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
______________________________ ____________________________________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest
represented by the within Class Z Certificate and hereby authorize(s) the registration of transfer of such interest to
Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further
direct the Certificate Registrar to issue a new Class Z Certificate of the entire Percentage Interest represented by the
within Class  Z Certificates to the above-named Assignee(s) and to deliver such Class Z  Certificate to the following
address:


 


Date: _________________ 





	 	
	 	Signature by or on behalf of Assignor(s)
	 	 
	 	Taxpayer Identification Number













 



    	A-21-11



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: ______________________________________
_______________________________________________________________________________________________________________________________ Distributions, if being made by wire transfer
in immediately available funds to __________________________ for the account of __________________________ account number
____________________________.
 This information is provided by ______________________________, the Assignee(s) named above
or ____________________________________ as its (their) agent.


 


	 	By:	
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number











 






    	A-21-12



    	 



    








 


EXHIBIT B


 


MORTGAGE LOAN SCHEDULE 


 




    	B-1 



     


    

 







	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	Companion
    Loan Mortgage Rate in Effect at Origination (%)	 	Companion
    Loan Net Mortgage Rate in Effect at the Cut-off Date (%)
	1	 	Column
    Financial, Inc.	 	Western
    Baltimore - Brandon Woods I, LLC, Western A West CA, LLC, Western A South TX, LLC, Western Hagerstown Distribution Center,
    LLC, Western Upper Marlboro Distribution Center, LLC, Western Hagerstown - Industrial Lane DC, LLC, Western A Midwest IL,
    LLC, Western Crossroads DC, LLC, Western BWI Commerce Center, LLC, Western A Midwest IN, LLC, Western Hollins End Industrial
    Park, LLC, Western BWI Commerce Center II, LLC, Western Brandon Woods DC II, LLC, Western Columbia Park IC, LLC, Western Baltimore
    IC, LLC, Western Somerset IC II, LLC, Western Somerset Industrial Center, LLC, Western A East VA, LLC, Western Center Square
    DC, LLC, Western Pureland DC I, LLC, Western Pureland DC II, LLC, Western Washington (DC) Corporate Center, LLC, Western Englewood
    DC, LLC, Western Clifton DC, LLC, Western A South CO, LLC, Western A Midwest TN, LLC, Western A East VA II, LLC, Western Waterfront
    DC, LLC, Western Landover DC, LLC, Western Capital Beltway CC, LLC, Western I-95 DC, LLC, Western Franklin Square IC I, LLC,
    Western Franklin Square IC II, LLC	Various	 	Various	 	Various	 	Various	 	Various	 	GLP
    Industrial Portfolio A	 	26,878,777	 	Square
    Feet	 	4.14392%	 	4.13079%	 	4.14392%	 	4.13832%
	1.001	 	Column
    Financial, Inc.	 	 	 	3700
    Indian Avenue	 	Perris	 	Riverside	 	92571	 	Riverside	 	Inland
    Empire Indian Ave DC	 	1,309,754	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.002	 	Column
    Financial, Inc.	 	 	 	23400
    Cactus Avenue	 	Moreno
    Valley	 	Riverside	 	92553	 	Riverside	 	Centerpointe
    4	 	1,280,446	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.003	 	Column
    Financial, Inc.	 	 	 	2825
    East Jurupa Street	 	Ontario	 	San
    Bernardino	 	91761	 	San
    Bernardino	 	Hofer
    Ranch IC Bldg 1	 	612,104	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.004	 	Column
    Financial, Inc.	 	 	 	17901
    East 40th Avenue	 	Aurora	 	Adams	 	80011	 	Adams	 	Denver
    DC	 	553,757	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.005	 	Column
    Financial, Inc.	 	 	 	777
    Freeport Parkway	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Freeport
    DC Bldg 4	 	727,508	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.006	 	Column
    Financial, Inc.	 	 	 	5125
    Ontario Mills Parkway	 	Ontario	 	San
    Bernardino	 	91764	 	San
    Bernardino	 	Ontario
    Mills DC	 	520,161	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.007	 	Column
    Financial, Inc.	 	 	 	16500
    Hunters Green Parkway	 	Hagerstown	 	Washington	 	21740	 	Washington	 	Hagerstown
    Distribution Center	 	824,298	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.008	 	Column
    Financial, Inc.	 	 	 	12008
    Eastgate Boulevard	 	Mount
    Juliet	 	Wilson	 	37090	 	Wilson	 	Beckwith
    Farms DC	 	706,500	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.009	 	Column
    Financial, Inc.	 	 	 	7481
    Coca Cola Drive	 	Baltimore	 	Baltimore	 	21075	 	Baltimore	 	Crossroads
    DC I	 	456,500	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.010	 	Column
    Financial, Inc.	 	 	 	23700
    Cactus Avenue	 	Moreno
    Valley	 	Riverside	 	92553	 	Riverside	 	Centerpointe
    6	 	532,926	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.011	 	Column
    Financial, Inc.	 	 	 	1413
    Tangier Drive	 	White
    Marsh	 	Baltimore	 	21220	 	Baltimore	 	I-95
    DC	 	449,299	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.012	 	Column
    Financial, Inc.	 	 	 	13880
    Monte Vista Avenue	 	Chino	 	San
    Bernardino	 	91710	 	San
    Bernardino	 	Chino
    Spec Forward	 	409,930	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.013	 	Column
    Financial, Inc.	 	 	 	5445
    West 73rd Street	 	Bedford
    Park	 	Cook	 	60638	 	Cook	 	Bedford
    Park II	 	470,160	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.014	 	Column
    Financial, Inc.	 	 	 	6304
    Sheriff Road	 	Landover	 	Prince
    George's	 	20785	 	Prince
    George's	 	Landover
    DC	 	507,072	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.015	 	Column
    Financial, Inc.	 	 	 	558
    Airtech Parkway	 	Plainfield	 	Hendricks	 	46168	 	Hendricks	 	North
    Plainfield 8	 	798,096	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.016	 	Column
    Financial, Inc.	 	 	 	1950
    Sterling Avenue	 	Ontario	 	San
    Bernardino	 	91761	 	San
    Bernardino	 	Sterling
    DC	 	300,172	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.017	 	Column
    Financial, Inc.	 	 	 	261
    River Road	 	Clifton	 	Passaic	 	07014	 	Passaic	 	Clifton
    DC	 	230,953	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.018	 	Column
    Financial, Inc.	 	 	 	12014
    Eastgate Boulevard	 	Mt.
    Juliet	 	Wilson	 	37090	 	Wilson	 	Beckwith
    Farms 3	 	480,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.019	 	Column
    Financial, Inc.	 	 	 	1049
    Prince Georges Boulevard	 	Upper
    Marlboro	 	Prince
    George's	 	20774	 	Prince
    George's	 	Collington
    Commerce Center	 	239,742	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.020	 	Column
    Financial, Inc.	 	 	 	5151
    West 73rd Street	 	Bedford
    Park	 	Cook	 	60638	 	Cook	 	Bedford
    Park IB	 	272,446	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.021	 	Column
    Financial, Inc.	 	 	 	3209
    Elam Farms Parkway	 	Murfreesboro	 	Rutherford	 	37127	 	Rutherford	 	Elam
    Farms DC	 	363,500	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.022	 	Column
    Financial, Inc.	 	 	 	1670
    Champagne Avenue	 	Ontario	 	San
    Bernardino	 	91761	 	San
    Bernardino	 	Champagne
    DC	 	263,670	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.023	 	Column
    Financial, Inc.	 	 	 	1000
    Davey Road	 	Woodridge	 	DuPage	 	60517	 	DuPage	 	Bridge
    Point 1	 	264,183	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.024	 	Column
    Financial, Inc.	 	 	 	2359
    Center Square Road	 	Logan
    Township	 	Gloucester	 	08085	 	Gloucester	 	Center
    Square DC	 	299,520	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.025	 	Column
    Financial, Inc.	 	 	 	2145
    Internationale Parkway	 	Woodridge	 	DuPage	 	60517	 	DuPage	 	Park
    355	 	254,385	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.026	 	Column
    Financial, Inc.	 	 	 	488
    Bridgestone Parkway	 	Lebanon	 	Wilson	 	37090	 	Wilson	 	Commerce
    Farms DC 3	 	456,500	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.027	 	Column
    Financial, Inc.	 	 	 	7603
    Energy Parkway	 	Baltimore	 	Baltimore	 	21226	 	Baltimore	 	Brandon
    Woods DC	 	274,152	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.028	 	Column
    Financial, Inc.	 	 	 	3920
    Stonecroft Boulevard	 	Chantilly	 	Fairfax	 	20151	 	Fairfax	 	Chantilly
    DC	 	160,111	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.029	 	Column
    Financial, Inc.	 	 	 	115
    East Crossroads Parkway	 	Bolingbrook	 	Will	 	60440	 	Will	 	Bolingbrook
    CC Bldg 3	 	284,747	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.030	 	Column
    Financial, Inc.	 	 	 	350
    South Northpoint Drive	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Northpoint
    CC	 	300,800	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.031	 	Column
    Financial, Inc.	 	 	 	10001
    Franklin Square Drive	 	Rossville	 	Baltimore	 	21236	 	Baltimore	 	Franklin
    Square IC I	 	218,532	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.032	 	Column
    Financial, Inc.	 	 	 	4024
    Rock Quarry	 	Dallas	 	Dallas	 	75211	 	Dallas	 	Rock
    Quarry Building #1	 	324,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.033	 	Column
    Financial, Inc.	 	 	 	2380
    Diehl Road	 	Aurora	 	DuPage	 	60502	 	DuPage	 	Aurora
    DC III	 	304,482	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.034	 	Column
    Financial, Inc.	 	 	 	2850
    New York Avenue North East	 	Washington	 	District
    of Columbia	 	20002	 	District
    of Columbia	 	Washington
    (DC) Corporate Center	 	122,708	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.035	 	Column
    Financial, Inc.	 	 	 	1203
    Bilter Road	 	Aurora	 	Kane	 	60502	 	Kane	 	Aurora
    DC 1	 	294,740	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.036	 	Column
    Financial, Inc.	 	 	 	100
    Burma Road	 	Jersey
    City	 	Hudson	 	07305	 	Hudson	 	Waterfront
    DC	 	167,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.037	 	Column
    Financial, Inc.	 	 	 	2239
    High Hill Road	 	Logan
    Township	 	Gloucester	 	08085	 	Gloucester	 	Pureland
    DC I	 	273,333	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.038	 	Column
    Financial, Inc.	 	 	 	5139
    West 73rd Street	 	Bedford
    Park	 	Cook	 	60638	 	Cook	 	Bedford
    Park IA	 	270,789	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.039	 	Column
    Financial, Inc.	 	 	 	2043
    Corporate Drive	 	Naperville	 	DuPage	 	60563	 	DuPage	 	Prairie
    Point Bldg 3	 	303,800	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.040	 	Column
    Financial, Inc.	 	 	 	700
    Commerce Parkway	 	Greenwood	 	Johnson	 	46143	 	Johnson	 	Greenwood
    DC	 	450,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.041	 	Column
    Financial, Inc.	 	 	 	2120
    Grand Avenue Parkway	 	Austin	 	Travis	 	78728	 	Travis	 	Austin
    DC III	 	171,586	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.042	 	Column
    Financial, Inc.	 	 	 	9951
    Franklin Square Drive	 	Rossville	 	Baltimore	 	21236	 	Baltimore	 	Franklin
    Square II	 	192,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.043	 	Column
    Financial, Inc.	 	 	 	2255
    High Hill Road	 	Logan
    Township	 	Gloucester	 	08085	 	Gloucester	 	Pureland
    DC II	 	217,047	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.044	 	Column
    Financial, Inc.	 	 	 	1600
    Cottontail Lane	 	Frankin
    Township	 	Somerset	 	08873	 	Somerset	 	Somerset
    IC	 	180,402	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.045	 	Column
    Financial, Inc.	 	 	 	3737
    Rock Quarry	 	Dallas	 	Dallas	 	75211	 	Dallas	 	Rock
    Quarry Building #2	 	251,100	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.046	 	Column
    Financial, Inc.	 	 	 	7621
    Energy Parkway	 	Baltimore	 	Baltimore	 	21226	 	Baltimore	 	Brandon
    Woods DC II	 	222,636	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.047	 	Column
    Financial, Inc.	 	 	 	14300
    Graham Street	 	Moreno
    Valley	 	Riverside	 	92553	 	Riverside	 	Centerpointe
    5	 	180,043	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.048	 	Column
    Financial, Inc.	 	 	 	5404
    Industrial Parkway	 	San
    Bernardino	 	San
    Bernardino	 	92407	 	San
    Bernardino	 	Industrial
    Parkway (CA) DC	 	191,216	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.049	 	Column
    Financial, Inc.	 	 	 	12002
    Eastgate Boulevard	 	Mt.
    Juliet	 	Wilson	 	37090	 	Wilson	 	Beckwith
    Farms 2	 	247,500	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.050	 	Column
    Financial, Inc.	 	 	 	595
    Perry Road	 	Plainfield	 	Hendricks	 	46168	 	Hendricks	 	North
    Plainfield 2	 	444,580	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.051	 	Column
    Financial, Inc.	 	 	 	909
    Whitaker Road	 	Plainfield	 	Hendricks	 	46168	 	Hendricks	 	North
    Plainfield 4	 	381,493	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.052	 	Column
    Financial, Inc.	 	 	 	849
    Whitaker Road	 	Plainfield	 	Hendricks	 	46168	 	Hendricks	 	North
    Plainfield 5	 	381,472	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.053	 	Column
    Financial, Inc.	 	 	 	400
    Pierce Street	 	Somerset	 	Somerset	 	08873	 	Somerset	 	Somerset
    IC II Building I	 	157,244	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.054	 	Column
    Financial, Inc.	 	 	 	7463
    New Ridge Road	 	Hanover	 	Baltimore	 	21076	 	Baltimore	 	BWI
    Commerce Center II	 	198,369	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.055	 	Column
    Financial, Inc.	 	 	 	610
    Bridgestone Parkway	 	Lebanon	 	Wilson	 	37090	 	Wilson	 	Commerce
    Farms DC 4	 	277,500	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.056	 	Column
    Financial, Inc.	 	 	 	4001
    Olympic Boulevard	 	Joliet	 	Will	 	60431	 	Will	 	Rock
    Run Bldg 6	 	277,776	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.057	 	Column
    Financial, Inc.	 	 	 	365
    Marquette Drive	 	Bolingbrook	 	Will	 	60440	 	Will	 	Bolingbrook
    CC Bldg 4	 	228,480	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.058	 	Column
    Financial, Inc.	 	 	 	1020
    Davey Road	 	Woodridge	 	DuPage	 	60517	 	DuPage	 	Bridge
    Point 2	 	119,122	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.059	 	Column
    Financial, Inc.	 	 	 	4101
    Smith School Road	 	Austin	 	Travis	 	78744	 	Travis	 	Burleson
    BP Bldg 3 (Austin DC I)	 	108,800	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.060	 	Column
    Financial, Inc.	 	 	 	1809
    10th Street	 	Plano	 	Collin	 	75074	 	Collin	 	10th
    Street Business Park 2	 	151,232	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.061	 	Column
    Financial, Inc.	 	 	 	575
    West Crossroads Parkway	 	Bolingbrook	 	Will	 	60440	 	Will	 	Park
    55	 	145,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.062	 	Column
    Financial, Inc.	 	 	 	2025
    West Beltline Road	 	Carrollton	 	Dallas	 	75006	 	Dallas	 	Valwood
    West Industrial A	 	201,354	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.063	 	Column
    Financial, Inc.	 	 	 	8801
    Citation Road	 	Baltimore	 	Baltimore	 	21221	 	Baltimore	 	Baltimore
    IC	 	156,797	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.064	 	Column
    Financial, Inc.	 	 	 	330
    South Van Brunt Street	 	Englewood	 	Bergen	 	07631	 	Bergen	 	Englewood
    DC	 	103,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.065	 	Column
    Financial, Inc.	 	 	 	23650
    Brodiaea Avenue	 	Moreno
    Valley	 	Riverside	 	92553	 	Riverside	 	Centerpointe
    9	 	130,002	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.066	 	Column
    Financial, Inc.	 	 	 	1207
    Bilter Road	 	Aurora	 	Kane	 	60502	 	Kane	 	Aurora
    DC 2	 	124,897	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.067	 	Column
    Financial, Inc.	 	 	 	2456
    Lugonia Avenue	 	Redlands	 	San
    Bernardino	 	92374	 	San
    Bernardino	 	Redlands
    Industrial Center IB	 	128,141	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.068	 	Column
    Financial, Inc.	 	 	 	625
    Pierce Street	 	Somerset	 	Somerset	 	08873	 	Somerset	 	Somerset
    IC II Building II	 	117,651	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.069	 	Column
    Financial, Inc.	 	 	 	2880
    East Jurupa Street	 	Ontario	 	San
    Bernardino	 	91761	 	San
    Bernardino	 	Hofer
    Ranch TRS Building 3	 	103,646	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.070	 	Column
    Financial, Inc.	 	 	 	7453
    Candlewood Road	 	Hanover	 	Baltimore	 	21076	 	Baltimore	 	BWI
    Commerce Center I	 	128,800	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.071	 	Column
    Financial, Inc.	 	 	 	4101
    Smith School Road	 	Austin	 	Travis	 	78744	 	Travis	 	Burleson
    BP Bldg 1 (Austin DC I)	 	108,800	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.072	 	Column
    Financial, Inc.	 	 	 	16310
    Bratton Lane	 	Austin	 	Travis	 	78728	 	Travis	 	Raceway
    Crossings IC Bldg 3 (Austin DC II)	 	99,200	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.073	 	Column
    Financial, Inc.	 	 	 	921
    West Bethel Road Bldg 200	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Freeport
    DC Bldg 2	 	144,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.074	 	Column
    Financial, Inc.	 	 	 	5505
    Concours Street	 	Ontario	 	San
    Bernardino	 	91764	 	San
    Bernardino	 	Concours
    DC	 	102,878	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.075	 	Column
    Financial, Inc.	 	 	 	16310
    Bratton Lane	 	Austin	 	Travis	 	78728	 	Travis	 	Raceway
    Crossings IC Bldg 2 (Austin DC II)	 	99,200	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.076	 	Column
    Financial, Inc.	 	 	 	16604
    Industrial Lane	 	Williamsport	 	Washington	 	21795	 	Washington	 	Hagerstown
    - Industrial Lane DC	 	170,858	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.077	 	Column
    Financial, Inc.	 	 	 	10335
    Argonne Woods Drive	 	Woodridge	 	DuPage	 	60517	 	DuPage	 	Maple
    Point 1	 	84,960	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.078	 	Column
    Financial, Inc.	 	 	 	921
    West Bethel Road Bldg 100	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Freeport
    DC Bldg 1	 	140,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.079	 	Column
    Financial, Inc.	 	 	 	4501
    Auth Place	 	Suitland	 	Prince
    George's	 	20746	 	Prince
    George's	 	Capital
    Beltway CC	 	113,512	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.080	 	Column
    Financial, Inc.	 	 	 	23400
    Cactus Avenue	 	Moreno
    Valley	 	Riverside	 	92553	 	Riverside	 	Centerpointe
    Trailer Lot	 	0	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.081	 	Column
    Financial, Inc.	 	 	 	2755
    Alft Lane	 	Elgin	 	Kane	 	60124	 	Kane	 	Randall
    Crossing DC	 	100,294	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.082	 	Column
    Financial, Inc.	 	 	 	4101
    Smith School Road	 	Austin	 	Travis	 	78744	 	Travis	 	Burleson
    BP Bldg 2 (Austin DC I)	 	108,800	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.083	 	Column
    Financial, Inc.	 	 	 	10330
    Argonne Woods Drive	 	Woodridge	 	DuPage	 	60517	 	DuPage	 	Maple
    Point 2	 	81,583	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.084	 	Column
    Financial, Inc.	 	 	 	4733
    Trident Court	 	Halethorpe	 	Baltimore	 	21227	 	Baltimore	 	Hollins
    End 6	 	120,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.085	 	Column
    Financial, Inc.	 	 	 	921
    West Bethel Road Bldg 300	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Freeport
    DC Bldg 3	 	130,250	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.086	 	Column
    Financial, Inc.	 	 	 	2466
    Lugonia Avenue	 	Redlands	 	San
    Bernardino	 	92374	 	San
    Bernardino	 	Redlands
    Industrial Center II	 	99,363	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.087	 	Column
    Financial, Inc.	 	 	 	4734-4756
    Trident Court	 	Halethorpe	 	Baltimore	 	21227	 	Baltimore	 	Hollins
    End 1	 	120,796	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.088	 	Column
    Financial, Inc.	 	 	 	4710-4732
    Trident Court	 	Halethorpe	 	Baltimore	 	21227	 	Baltimore	 	Hollins
    End 2	 	120,312	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.089	 	Column
    Financial, Inc.	 	 	 	2029
    Westgate Drive	 	Carrollton	 	Dallas	 	75006	 	Dallas	 	Valwood
    West Industrial D	 	127,620	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.090	 	Column
    Financial, Inc.	 	 	 	1450
    Mountain View	 	Redlands	 	San
    Bernardino	 	92374	 	San
    Bernardino	 	Redlands
    Industrial Center IA	 	99,580	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.091	 	Column
    Financial, Inc.	 	 	 	2045
    Westgate Drive	 	Carrollton	 	Dallas	 	75006	 	Dallas	 	Valwood
    West Industrial C	 	134,266	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.092	 	Column
    Financial, Inc.	 	 	 	1801
    10th Street	 	Plano	 	Collin	 	75074	 	Collin	 	10th
    Street Business Park 1	 	100,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.093	 	Column
    Financial, Inc.	 	 	 	2109
    Columbia Park Drive	 	Edgewood	 	Harford	 	21040	 	Harford	 	Columbia
    Park IC	 	107,070	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.094	 	Column
    Financial, Inc.	 	 	 	5375
    FAA Boulevard	 	Irving	 	Dallas	 	75061	 	Dallas	 	Valley
    View BC Bldg 2	 	117,000	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.095	 	Column
    Financial, Inc.	 	 	 	5325
    FAA Boulevard	 	Irving	 	Dallas	 	75061	 	Dallas	 	Valley
    View BC Bldg 1	 	91,674	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.096	 	Column
    Financial, Inc.	 	 	 	7451
    Coca Cola Drive	 	Baltimore	 	Baltimore	 	21075	 	Baltimore	 	Crossroads
    DC III	 	50,850	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.097	 	Column
    Financial, Inc.	 	 	 	44901
    Falcon Place	 	Dulles	 	Loudoun	 	20166	 	Loudoun	 	Northpointe
    DC Bldg 1	 	46,432	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.098	 	Column
    Financial, Inc.	 	 	 	2580
    Diehl Road	 	Aurora	 	DuPage	 	60502	 	DuPage	 	Park
    88	 	65,477	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.099	 	Column
    Financial, Inc.	 	 	 	5252
    Decatur Boulevard	 	Indianapolis	 	Marion	 	46241	 	Marion	 	Ameriplex	 	119,000	 	Square
    Feet	 	 	 	 	 	 	 	 




 



    	 



    	 



    

 


	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	Companion
    Loan Mortgage Rate in Effect at Origination (%)	 	Companion
    Loan Net Mortgage Rate in Effect at the Cut-off Date (%)
	1.100	 	Column
    Financial, Inc.	 	 	 	633
    East State Highway 121 Bypass	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Vista
    Point South 5	 	41,223	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.101	 	Column
    Financial, Inc.	 	 	 	4715
    Trident Court	 	Halethorpe	 	Baltimore	 	21227	 	Baltimore	 	Hollins
    End 5	 	80,618	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.102	 	Column
    Financial, Inc.	 	 	 	44931
    Falcon Place	 	Dulles	 	Loudoun	 	20166	 	Loudoun	 	Northpointe
    DC Bldg 2	 	36,654	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.103	 	Column
    Financial, Inc.	 	 	 	645
    East State Highway 121 Bypass	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Vista
    Point South 6	 	36,080	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.104	 	Column
    Financial, Inc.	 	 	 	16310
    Bratton Lane	 	Austin	 	Travis	 	78728	 	Travis	 	Raceway
    Crossings IC Bldg 1 (Austin DC II)	 	51,200	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.105	 	Column
    Financial, Inc.	 	 	 	621
    East State Highway 121 Bypass	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Vista
    Point South 4	 	37,100	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.106	 	Column
    Financial, Inc.	 	 	 	615
    East State Highway 121 Bypass	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Vista
    Point South 3	 	35,580	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.107	 	Column
    Financial, Inc.	 	 	 	923
    Whitaker Road	 	Plainfield	 	Hendricks	 	46168	 	Hendricks	 	North
    Plainfield 3	 	123,200	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.108	 	Column
    Financial, Inc.	 	 	 	609
    East State Highway 121 Bypass	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Vista
    Point South 1	 	27,770	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.109	 	Column
    Financial, Inc.	 	 	 	273
    Marquette Drive	 	Bolingbrook	 	Will	 	60440	 	Will	 	Bolingbrook
    VMF	 	19,314	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.110	 	Column
    Financial, Inc.	 	 	 	611
    East State Highway 121 Bypass	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Vista
    Point South 2	 	30,200	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.111	 	Column
    Financial, Inc.	 	 	 	4700
    Trident Court	 	Halethorpe	 	Baltimore	 	21227	 	Baltimore	 	Hollins
    End 3	 	44,374	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.112	 	Column
    Financial, Inc.	 	 	 	4701
    Trident Court	 	Halethorpe	 	Baltimore	 	21227	 	Baltimore	 	Hollins
    End 4	 	33,600	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.113	 	Column
    Financial, Inc.	 	 	 	777
    Freeport Parkway	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Freeport
    DC Bldg 6	 	12,500	 	Square
    Feet	 	 	 	 	 	 	 	 
	1.114	 	Column
    Financial, Inc.	 	 	 	777
    Freeport Parkway	 	Coppell	 	Dallas	 	75019	 	Dallas	 	Freeport
    DC Bldg 5	 	13,927	 	Square
    Feet	 	 	 	 	 	 	 	 
	2	 	JLC	 	Fountain
    Avenue Investments, LLC	 	830
    Fountain Avenue	 	Brooklyn	 	Kings	 	11208	 	Kings	 	FedEx
    Brooklyn	 	278,721	 	Square
    Feet	 	4.2800%	 	4.2656%	 	4.2800%	 	4.2656%
	3	 	Column
    Financial, Inc.	 	 SCG
    LH Anderson, L.P.; SCG LH Auburn, L.P.; SCG LH Austin, L.P.; SCG LH Baton Rouge, L.P.; SCG LH Birmingham, L.P.; SCG LH Bowling
    Green, L.P.; SCG LH Charlotte Matthews, L.P.; SCG LH Chesapeake, L.P.; SCG LH Clarksville, L.P.; SCG LH Colorado Springs,
    L.P.; SCG LH Columbus, L.P.; SCG LH Corpus Christi, L.P.; SCG LH Cumming, L.P.; SCG LH Dallas Garland, L.P.; SCG LH Decatur,
    L.P.; SCG LH Denver Aurora, L.P.; SCG LH DFW Airport Lewisville, L.P.; SCG LH Disney Orlando, L.P.; SCG LH Fort Myers, L.P.;
    SCG LH Greensboro Airport, L.P.; SCG LH Greensboro, L.P.; SCG LH Greenville, L.P.; SCG LH Gulfport Airport, L.P.; SCG LH Gwinnett,
    L.P.; SCG LH Hattiesburg, L.P.; SCG LH High Point, L.P.; SCG LH Houston 290 Galleria, L.P.; SCG LH Houston Hobby Airport,
    L.P.; SCG LH Houston IAH Airport, L.P.; SCG LH Houston Westchase, L.P.; SCG LH Jacksonville, L.P.; SCG LH Kannapolis, L.P.;
    SCG LH Kennesaw, L.P.; SCG LH Marietta East Lake, L.P.; SCG LH Marietta Town Center Mall, L.P.; SCG LH Murfreesboro, L.P.;
    SCG LH Nashville Madison, L.P.; SCG LH New Orleans Harvey, L.P.; SCG LH New Orleans West Metairie, L.P.; SCG LH Newport News,
    L.P.; SCG LH Orlando UCF, L.P.; SCG LH Plano, L.P.; SCG LH Prattsville, L.P.; SCG LH Raleigh, L.P.; SCG LH Smyrna, L.P.; SCG
    LH Snellville, L.P.; SCG LH Stockbridge, L.P.; SCG LH Sugarland Stafford, L.P.; SCG LH Suwanee, L.P.; SCG LH Tuscaloosa, L.P.	Various	 	Various	 	Various	 	Various	 	Various	 	Starwood
    Capital Extended Stay Portfolio	 	6,106	 	Rooms	 	4.01625%	 	4.00187%	 	4.01625%	 	4.00595%
	3.01	 	Column
    Financial, Inc.	 	 	 	14090
    East Evans Avenue 	 	Aurora	 	Arapahoe	 	80014	 	Arapahoe	 	Crestwood
    Suites Denver - Aurora	 	148	 	Rooms	 	 	 	 	 	 	 	 
	3.02	 	Column
    Financial, Inc.	 	 	 	4409
    Hearst Street	 	Metairie	 	Jefferson	 	70001	 	Jefferson	 	Sun
    Suites New Orleans (Metairie)	 	132	 	Rooms	 	 	 	 	 	 	 	 
	3.03	 	Column
    Financial, Inc.	 	 	 	1101
    Manhattan Boulevard	 	Harvey	 	Jefferson	 	70058	 	Jefferson	 	Sun
    Suites New Orleans (Harvey)	 	126	 	Rooms	 	 	 	 	 	 	 	 
	3.04	 	Column
    Financial, Inc.	 	 	 	12485
    Gulf Freeway	 	Houston	 	Harris	 	77034	 	Harris	 	Sun
    Suites Hobby (Clearlake)	 	135	 	Rooms	 	 	 	 	 	 	 	 
	3.05	 	Column
    Financial, Inc.	 	 	 	200
    Russeau Drive 	 	Plano	 	Collin	 	75023	 	Collin	 	Sun
    Suites Plano	 	135	 	Rooms	 	 	 	 	 	 	 	 
	3.06	 	Column
    Financial, Inc.	 	 	 	3100
    West Sam Houston Parkway South	 	Houston	 	Harris	 	77042	 	Harris	 	Sun
    Suites Westchase	 	127	 	Rooms	 	 	 	 	 	 	 	 
	3.07	 	Column
    Financial, Inc.	 	 	 	2030
    Roswell Road	 	Marietta	 	Cobb	 	30062	 	Cobb	 	Crestwood
    Suites Marietta Roswell Road	 	125	 	Rooms	 	 	 	 	 	 	 	 
	3.08	 	Column
    Financial, Inc.	 	 	 	11620
    Lebon Lane	 	Stafford	 	Fort
    Bend	 	77477	 	Fort
    Bend	 	Sun
    Suites Sugar Land (Stafford)	 	146	 	Rooms	 	 	 	 	 	 	 	 
	3.09	 	Column
    Financial, Inc.	 	 	 	3215
    Capital Boulevard	 	Raleigh	 	Wake	 	27604	 	Wake	 	Sun
    Suites Raleigh	 	137	 	Rooms	 	 	 	 	 	 	 	 
	3.10	 	Column
    Financial, Inc.	 	 	 	12010
    Kuykendahl Road	 	Houston	 	Harris	 	77067	 	Harris	 	Sun
    Suites Intercontinental Greenspoint	 	135	 	Rooms	 	 	 	 	 	 	 	 
	3.11	 	Column
    Financial, Inc.	 	 	 	665
    Myatt Drive	 	Madison	 	Davidson	 	37115	 	Davidson	 	Crestwood
    Suites Nashville Madison	 	137	 	Rooms	 	 	 	 	 	 	 	 
	3.12	 	Column
    Financial, Inc.	 	 	 	555
    Lake Center Parkway	 	Cumming	 	Forsyth	 	30040	 	Forsyth	 	Sun
    Suites Cumming	 	127	 	Rooms	 	 	 	 	 	 	 	 
	3.13	 	Column
    Financial, Inc.	 	 	 	1345
    Old Fort Parkway	 	Murfreesboro	 	Rutherford	 	37129	 	Rutherford	 	Crestwood
    Suites Murfreesboro	 	136	 	Rooms	 	 	 	 	 	 	 	 
	3.14	 	Column
    Financial, Inc.	 	 	 	3000
    Highlands Parkway	 	Smyrna	 	Cobb	 	30082	 	Cobb	 	Sun
    Suites Smyrna	 	125	 	Rooms	 	 	 	 	 	 	 	 
	3.15	 	Column
    Financial, Inc.	 	 	 	10477
    Metric Drive	 	Dallas	 	Dallas	 	75243	 	Dallas	 	Sun
    Suites Dallas - Garland	 	135	 	Rooms	 	 	 	 	 	 	 	 
	3.16	 	Column
    Financial, Inc.	 	 	 	324
    East Corporate Drive 	 	Lewisville	 	Denton	 	75067	 	Denton	 	Sun
    Suites DFW Airport - Lewisville	 	135	 	Rooms	 	 	 	 	 	 	 	 
	3.17	 	Column
    Financial, Inc.	 	 	 	8530
    East Independence Boulevard	 	Charlotte	 	Mecklenburg	 	28227	 	Mecklenburg	 	Sun
    Suites Charlotte - Matthews	 	140	 	Rooms	 	 	 	 	 	 	 	 
	3.18	 	Column
    Financial, Inc.	 	 	 	8010
    Presidents Drive	 	Orlando	 	Orange	 	32809	 	Orange	 	Crestwood
    Suites Disney Orlando	 	144	 	Rooms	 	 	 	 	 	 	 	 
	3.19	 	Column
    Financial, Inc.	 	 	 	11424
    University Boulevard	 	Orlando	 	Orange	 	32817	 	Orange	 	Crestwood
    Suites Orlando UCF	 	134	 	Rooms	 	 	 	 	 	 	 	 
	3.20	 	Column
    Financial, Inc.	 	 	 	1784
    Presidential Circle 	 	Snellville	 	Gwinnett	 	30078	 	Gwinnett	 	Crestwood
    Suites Snellville	 	130	 	Rooms	 	 	 	 	 	 	 	 
	3.21	 	Column
    Financial, Inc.	 	 	 	95
    Celebration Drive	 	Suwanee	 	Gwinnett	 	30024	 	Gwinnett	 	Sun
    Suites Suwanee	 	127	 	Rooms	 	 	 	 	 	 	 	 
	3.22	 	Column
    Financial, Inc.	 	 	 	3200
    Cloverleaf Parkway	 	Kannapolis	 	Cabarrus	 	28083	 	Cabarrus	 	Home
    Towne Suites Kannapolis	 	80	 	Rooms	 	 	 	 	 	 	 	 
	3.23	 	Column
    Financial, Inc.	 	 	 	5142
    Oakhurst Drive 	 	Corpus
    Christi	 	Nueces	 	78411	 	Nueces	 	Sun
    Suites Corpus Christi	 	135	 	Rooms	 	 	 	 	 	 	 	 
	3.24	 	Column
    Financial, Inc.	 	 	 	1650
    Veterans Memorial Parkway	 	Tuscaloosa	 	Tuscaloosa	 	35404	 	Tuscaloosa	 	Home
    Towne Suites Tuscaloosa	 	124	 	Rooms	 	 	 	 	 	 	 	 
	3.25	 	Column
    Financial, Inc.	 	 	 	8555
    Baymeadows Way	 	Jacksonville	 	Duval	 	32256	 	Duval	 	Sun
    Suites Jacksonville	 	135	 	Rooms	 	 	 	 	 	 	 	 
	3.26	 	Column
    Financial, Inc.	 	 	 	1520
    Crossways Boulevard	 	Chesapeake	 	Chesapeake	 	23320	 	Chesapeake	 	Sun
    Suites Chesapeake	 	135	 	Rooms	 	 	 	 	 	 	 	 
	3.27	 	Column
    Financial, Inc.	 	 	 	7071
    Lakeridge Court Southwest	 	Fort
    Myers	 	Lee	 	33907	 	Lee	 	Crestwood
    Suites Fort Myers	 	137	 	Rooms	 	 	 	 	 	 	 	 
	3.28	 	Column
    Financial, Inc.	 	 	 	501
    Americhase Drive	 	Greensboro	 	Guilford	 	27409	 	Guilford	 	Crestwood
    Suites Greensboro Airport	 	137	 	Rooms	 	 	 	 	 	 	 	 
	3.29	 	Column
    Financial, Inc.	 	 	 	12989
    Research Boulevard	 	Austin	 	Williamson	 	78750	 	Williamson	 	Crestwood
    Suites Austin	 	151	 	Rooms	 	 	 	 	 	 	 	 
	3.30	 	Column
    Financial, Inc.	 	 	 	3720
    Steve Reynolds Boulevard	 	Duluth	 	Gwinnett	 	30096	 	Gwinnett	 	Sun
    Suites Gwinnett	 	102	 	Rooms	 	 	 	 	 	 	 	 
	3.31	 	Column
    Financial, Inc.	 	 	 	2353
    Barrett Creek Parkway	 	Marietta	 	Cobb	 	30066	 	Cobb	 	Crestwood
    Suites Marietta - Town Center Mall	 	133	 	Rooms	 	 	 	 	 	 	 	 
	3.32	 	Column
    Financial, Inc.	 	 	 	5222
    South Sherwood Forest Boulevard	 	Baton
    Rouge	 	East
    Baton Rouge	 	70816	 	East
    Baton Rouge	 	Crestwood
    Suites Baton Rouge	 	137	 	Rooms	 	 	 	 	 	 	 	 
	3.33	 	Column
    Financial, Inc.	 	 	 	6040
    Knology Way 	 	Columbus	 	Muscogee	 	31909	 	Muscogee	 	Home
    Towne Suites Columbus	 	78	 	Rooms	 	 	 	 	 	 	 	 
	3.34	 	Column
    Financial, Inc.	 	 	 	12925
    Northwest Freeway 	 	Houston	 	Harris	 	77040	 	Harris	 	Crestwood
    Suites NW Houston	 	146	 	Rooms	 	 	 	 	 	 	 	 
	3.35	 	Column
    Financial, Inc.	 	 	 	1188
    Commerce Drive	 	Auburn	 	Lee	 	36830	 	Lee	 	Home
    Towne Suites Auburn	 	64	 	Rooms	 	 	 	 	 	 	 	 
	3.36	 	Column
    Financial, Inc.	 	 	 	2235
    Mount Zion Parkway	 	Morrow	 	Clayton	 	30260	 	Clayton	 	Sun
    Suites Stockbridge	 	126	 	Rooms	 	 	 	 	 	 	 	 
	3.37	 	Column
    Financial, Inc.	 	 	 	151
    Civic Center Boulevard	 	Anderson	 	Anderson	 	29625	 	Anderson	 	Home
    Towne Suites Anderson	 	80	 	Rooms	 	 	 	 	 	 	 	 
	3.38	 	Column
    Financial, Inc.	 	 	 	6210
    Corporate Drive 	 	Colorado
    Springs	 	El
    Paso	 	80919	 	El
    Paso	 	Crestwood
    Suites Colorado Springs	 	147	 	Rooms	 	 	 	 	 	 	 	 
	3.39	 	Column
    Financial, Inc.	 	 	 	688
    Summit Parkway	 	Prattville	 	Autauga	 	36066	 	Autauga	 	Home
    Towne Suites Prattville	 	64	 	Rooms	 	 	 	 	 	 	 	 
	3.40	 	Column
    Financial, Inc.	 	 	 	2680
    North Main Street 	 	High
    Point	 	Guilford	 	27265	 	Guilford	 	Crestwood
    Suites High Point	 	137	 	Rooms	 	 	 	 	 	 	 	 
	3.41	 	Column
    Financial, Inc.	 	 	 	424
    Commons Drive	 	Birmingham	 	Jefferson	 	35209	 	Jefferson	 	Sun
    Suites Birmingham	 	135	 	Rooms	 	 	 	 	 	 	 	 
	3.42	 	Column
    Financial, Inc.	 	 	 	3174
    Barrett Lakes Boulevard	 	Kennesaw	 	Cobb	 	30144	 	Cobb	 	Sun
    Suites Kennesaw Town Center	 	105	 	Rooms	 	 	 	 	 	 	 	 
	3.43	 	Column
    Financial, Inc.	 	 	 	1200
    Lanada Road	 	Greensboro	 	Guilford	 	27407	 	Guilford	 	Sun
    Suites Greensboro	 	133	 	Rooms	 	 	 	 	 	 	 	 
	3.44	 	Column
    Financial, Inc.	 	 	 	2111
    West Arlington Boulevard	 	Greenville	 	Pitt	 	27834	 	Pitt	 	Home
    Towne Suites Greenville	 	70	 	Rooms	 	 	 	 	 	 	 	 
	3.45	 	Column
    Financial, Inc.	 	 	 	121
    West Park Drive	 	Hattiesburg	 	Lamar	 	39402	 	Lamar	 	Sun
    Suites Hattiesburg	 	116	 	Rooms	 	 	 	 	 	 	 	 
	3.46	 	Column
    Financial, Inc.	 	 	 	2125
    Jameson Place Southwest	 	Decatur	 	Morgan	 	35603	 	Morgan	 	Home
    Towne Suites Decatur	 	70	 	Rooms	 	 	 	 	 	 	 	 
	3.47	 	Column
    Financial, Inc.	 	 	 	1929
    Mel Browning Street	 	Bowling
    Green	 	Warren	 	42104	 	Warren	 	Home
    Towne Suites Bowling Green	 	106	 	Rooms	 	 	 	 	 	 	 	 
	3.48	 	Column
    Financial, Inc.	 	 	 	9145
    Highway 49 	 	Gulfport	 	Harrison	 	39503	 	Harrison	 	Sun
    Suites Gulfport Airport	 	128	 	Rooms	 	 	 	 	 	 	 	 
	3.49	 	Column
    Financial, Inc.	 	 	 	11
    Old Oyster Point Road	 	Newport
    News	 	Newport
    News	 	23602	 	Newport
    News	 	Crestwood
    Suites Newport News	 	109	 	Rooms	 	 	 	 	 	 	 	 
	3.50	 	Column
    Financial, Inc.	 	 	 	129
    Westfield Court	 	Clarksville	 	Montgomery	 	37040	 	Montgomery	 	Home
    Towne Suites Clarksville	 	70	 	Rooms	 	 	 	 	 	 	 	 
	4	 	Silverpeak	 	Ellicott
    Owner LLC	 	4849
    Connecticut Avenue Northwest	 	Washington	 	Washington	 	20008	 	Washington	 	Ellicott
    House	 	327	 	Units	 	4.2280%	 	4.2136%	 	 	 	 
	5	 	BNYM	 	MREF
    401 LP	 	401
    Market Street / 101 North Independence Mall	 	Philadelphia	 	Philadelphia	 	19106	 	Philadelphia	 	401  Market	 	484,643	 	Square
    Feet	 	4.7200%	 	4.7056%	 	 	 	 
	6	 	Silverpeak	 	Baldwin
    Hills Investors, Ltd.	 	3601-3747
    South La Brea Avenue; 5110-5130 Rodeo Road	 	Los
    Angeles	 	Los
    Angeles	 	90016	 	Los
    Angeles	 	Baldwin
    Hills Center	 	127,054	 	Square
    Feet	 	4.6900%	 	4.6756%	 	 	 	 
	7	 	Column
    Financial, Inc.	 	Claypool
    Court, LLC	 	110
    West Washington Street	 	Indianapolis	 	Marion	 	46204	 	Marion	 	Embassy
    Suites and Claypool Court	 	360	 	Rooms	 	4.1290%	 	4.1146%	 	 	 	 
	8	 	Column
    Financial, Inc.	 	Glen
    Rock Landing, LLC	 	2428
    Corning Avenue	 	Fort
    Washington	 	Prince
    George's	 	20744	 	Prince
    George's	 	Rosecroft
    Mews Apartments	 	304	 	Units	 	4.8600%	 	4.8456%	 	 	 	 
	9	 	Silverpeak	 	Maitlen
    Drive Cushing OK, LLC; 126th Street North Collinsville OK, LLC; Fishkill Avenue Beacon NY, LLC; Utah Valley Drive American
    Fork UT, LLC	 	Various	 	Various	 	Various	 	Various	 	Various	 	Triple
    Net Acquisitions Portfolio - Pool 1	 	339,405	 	Square
    Feet	 	5.0500%	 	5.0356%	 	 	 	 
	9.01	 	Silverpeak	 	 	 	508
    Fishkill Avenue	 	Beacon/Fishkill	 	Dutchess	 	12508	 	Dutchess	 	508
    Fishkill Avenue	 	56,125	 	Square
    Feet	 	 	 	 	 	 	 	 
	9.02	 	Silverpeak	 	 	 	758
    East Utah Valley Drive	 	American
    Fork	 	Utah	 	84003	 	Utah	 	758
    East Utah Valley Drive	 	53,480	 	Square
    Feet	 	 	 	 	 	 	 	 
	9.03	 	Silverpeak	 	 	 	10701
    East 126th Street North	 	Collinsville	 	Tulsa	 	74021	 	Tulsa	 	10701
    East 126th Street North	 	150,750	 	Square
    Feet	 	 	 	 	 	 	 	 
	9.04	 	Silverpeak	 	 	 	1200
    North Maitlen Drive	 	Cushing	 	Payne	 	74023	 	Payne	 	1200
    North Maitlen Drive	 	79,050	 	Square
    Feet	 	 	 	 	 	 	 	 
	10	 	JLC	 	MDA
    Mission Two, LLC	 	649
    & 715 West Mission Avenue	 	Escondido	 	San
    Diego	 	92025	 	San
    Diego	 	San
    Diego HHSA Building	 	111,285	 	Square
    Feet	 	4.6040%	 	4.5896%	 	 	 	 
	11	 	Column
    Financial, Inc.	 	TPG
    LA Commerce, LLC	 	5757
    Telegraph Road	 	Commerce	 	Los
    Angeles	 	90040	 	Los
    Angeles	 	DoubleTree
    Commerce	 	201	 	Rooms	 	4.5500%	 	4.4856%	 	 	 	 
	12	 	Rialto	 	River-PW
    Hotel Limited Partnership	 	500
    Harbor Boulevard	 	Weehawken	 	Hudson	 	07086	 	Hudson	 	Sheraton
    Lincoln Harbor Hotel	 	358	 	Rooms	 	4.9900%	 	4.9756%	 	4.9900%	 	4.9773%
	13	 	Column
    Financial, Inc.	 	Windwood
    Oaks Tampa Apartments, Ltd.	 	202
    Windwood Oaks Drive	 	Tampa	 	Hillsborough	 	33613	 	Hillsborough	 	Windwood
    Oaks Apartments	 	352	 	Units	 	4.8500%	 	4.8356%	 	 	 	 
	14	 	BNYM	 	Stone
    Gables North Carolina, LP	 	9000
    Stone Gates Drive	 	Raeford	 	Hoke	 	28376	 	Hoke	 	Stone
    Gables Apartments	 	192	 	Units	 	4.8700%	 	4.8556%	 	 	 	 
	15	 	BNYM	 	JAS
    Madison I LLC	 	3511-3525
    & 3445 Pacific Coast Highway	 	Torrance	 	Los
    Angeles	 	90505	 	Los
    Angeles	 	Madison
    Park	 	92,784	 	Square
    Feet	 	4.6800%	 	4.6656%	 	 	 	 
	16	 	Rialto	 	IS-Can
    Ohio X LLLP	 	Various	 	Worthington	 	Franklin	 	43085	 	Franklin	 	Officescape
    and Corporate Hill Portfolio	 	347,600	 	Square
    Feet	 	4.8900%	 	4.8756%	 	 	 	 
	16.01	 	Rialto	 	 	 	250
    Old Wilson Bridge Road	 	Worthington	 	Franklin	 	43085	 	Franklin	 	Corporate
    Hill III	 	96,712	 	Square
    Feet	 	 	 	 	 	 	 	 
	16.02	 	Rialto	 	 	 	300
    Old Wilson Bridge Road	 	Worthington	 	Franklin	 	43085	 	Franklin	 	Corporate
    Hill IV	 	90,014	 	Square
    Feet	 	 	 	 	 	 	 	 
	16.03	 	Rialto	 	 	 	400
    West Wilson Bridge	 	Worthington	 	Franklin	 	43085	 	Franklin	 	Officescape
    III	 	57,831	 	Square
    Feet	 	 	 	 	 	 	 	 
	16.04	 	Rialto	 	 	 	450
    West Wilson Bridge	 	Worthington	 	Franklin	 	43085	 	Franklin	 	Officescape
    II	 	50,847	 	Square
    Feet	 	 	 	 	 	 	 	 
	16.05	 	Rialto	 	 	 	500
    West Wilson Bridge	 	Worthington	 	Franklin	 	43085	 	Franklin	 	Officescape
    I	 	52,196	 	Square
    Feet	 	 	 	 	 	 	 	 
	17	 	BNYM	 	Vesper
    Ames LLC	 	4912
    Mortensen Road 	 	Ames	 	Story	 	50014	 	Story	 	University
    Plains	 	540	 	Beds	 	4.7350%	 	4.7206%	 	 	 	 
	18	 	Column
    Financial, Inc.	 	Ivy
    Ridge Residences LP	 	2650
    Bentley Road Southeast	 	Marietta	 	Cobb	 	30067	 	Cobb	 	Ivy
    Ridge Apartments	 	207	 	Units	 	4.8400%	 	4.8256%	 	 	 	 
	19	 	Rialto	 	Cherry
    Acres MHP, LLC; Hillview MHP, LLC; Arnold RA MHP, LLC; Belle Plaine MHP, LLC; Lecompton MHP, LLC; Emporia MHP, LLC; Wichita
    MHP, LLC; Ruidoso MHP, LLC	 	Various	 	Various	 	Various	 	Various	 	Various	 	Reynolds
    MHC Portfolio 2	 	847	 	Pads	 	5.0000%	 	4.9856%	 	 	 	 
	19.01	 	Rialto	 	 	 	71
    Rex Aire Court	 	Arnold	 	Jefferson	 	63010	 	Jefferson	 	Rex
    Aire MHC	 	100	 	Pads	 	 	 	 	 	 	 	 
	19.02	 	Rialto	 	 	 	410
    West Forrest Street, Suite 55	 	Belle
    Plaine	 	Scott	 	56011	 	Scott	 	Valley
    View Terrace MHC	 	68	 	Pads	 	 	 	 	 	 	 	 
	19.03	 	Rialto	 	 	 	2206
    West MacArthur Road	 	Wichita	 	Sedgwick	 	67217	 	Sedgwick	 	Mobile
    Manor Estate	 	254	 	Pads	 	 	 	 	 	 	 	 
	19.04	 	Rialto	 	 	 	2637
    Regency Drive	 	Emporia	 	Lyon	 	66801	 	Lyon	 	West
    Hill MHC	 	114	 	Pads	 	 	 	 	 	 	 	 
	19.05	 	Rialto	 	 	 	100
    Pinecrest Drive	 	Ruidoso	 	Lincoln	 	88345	 	Lincoln	 	Cherokee
    Village	 	107	 	Pads	 	 	 	 	 	 	 	 
	19.06	 	Rialto	 	 	 	619
    Whitfield Street	 	Lecompton	 	Douglas	 	66050	 	Douglas	 	Mobile
    Lodge	 	55	 	Pads	 	 	 	 	 	 	 	 
	19.07	 	Rialto	 	 	 	3215
    South 42nd Street	 	Saint
    Joseph	 	Buchanan	 	64503	 	Buchanan	 	Hillview
    	 	88	 	Pads	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 

	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Property
    Address	 	City	 	State	 	Zip
    Code	 	County	 	Property
    Name	 	Size
    	 	Measure	 	 Mortgage
    Rate in Effect at Origination (%) 	 	 Net
    Mortgage Rate in Effect at the Cut-off Date (%) 	 	Companion
    Loan Mortgage Rate in Effect at Origination (%)	 	Companion
    Loan Net Mortgage Rate in Effect at the Cut-off Date (%)
	19.08	 	Rialto	 	 	 	20070
    Justice Road	 	Orchard
    City	 	Delta	 	81410	 	Delta	 	Cherry
    Acres	 	61	 	Pads	 	 	 	 	 	 	 	 
	20	 	JLC	 	Hill
    Center Acklen, LLC	 	2100
    Acklen Avenue	 	Nashville	 	Davidson	 	37212	 	Davidson	 	2100
    Acklen Flats	 	42	 	Units	 	4.5980%	 	4.5836%	 	 	 	 
	21	 	Silverpeak	 	Austin
    H.I. Borrower LLC	 	6000
    Middle Fiskville Road	 	Austin	 	Travis	 	78752	 	Travis	 	Holiday
    Inn Austin	 	189	 	Rooms	 	4.6900%	 	4.6756%	 	 	 	 
	22	 	BNYM	 	Gateway
    Plaza 31, LLC	 	7450-7560
    West Lake Mead Boulevard	 	Las
    Vegas	 	Clark	 	89128	 	Clark	 	Summerlin
    Gateway Plaza	 	62,528	 	Square
    Feet	 	4.3500%	 	4.3356%	 	 	 	 
	23	 	Rialto	 	TRT-QL
    Frisco, L.P.	 	2330
    Preston Road	 	Frisco	 	Collin	 	75034	 	Collin	 	Frisco
    Plaza	 	61,453	 	Square
    Feet	 	5.2900%	 	5.2756%	 	 	 	 
	24	 	Column
    Financial, Inc.	 	DR
    Spokane City Center LLC	 	322
    North Spokane Falls Court	 	Spokane	 	Spokane	 	99201	 	Spokane	 	DoubleTree
    Spokane	 	375	 	Rooms	 	3.5500%	 	3.5356%	 	 	 	 
	25	 	Rialto	 	Nationwide
    Communities Pinecrest, Inc.; Nationwide Communities Stonegate, Inc.; Nationwide Communities Vineyards, Inc.	 	Various	 	Various	 	Various	 	Various	 	Various	 	VPS
    MHC Portfolio	 	806	 	Pads	 	4.8900%	 	4.8756%	 	 	 	 
	25.01	 	Rialto	 	 	 	6700
    Jefferson Paige Road	 	Shreveport	 	Caddo	 	71119	 	Caddo	 	Pinecrest
    Village	 	517	 	Pads	 	 	 	 	 	 	 	 
	25.02	 	Rialto	 	 	 	6801
    West 70th Street	 	Shreveport	 	Caddo	 	71129	 	Caddo	 	Stonegate
    MHC	 	180	 	Pads	 	 	 	 	 	 	 	 
	25.03	 	Rialto	 	 	 	3268
    East Road	 	Clifton	 	Mesa	 	81520	 	Mesa	 	The
    Vineyards	 	109	 	Pads	 	 	 	 	 	 	 	 
	26	 	BNYM	 	Falcon
    Glen II, LLC	 	4808
    West Wingspan Lane	 	Greenfield	 	Milwaukee	 	53228	 	Milwaukee	 	Falcon
    Glen Apartments	 	72	 	Units	 	4.7010%	 	4.6866%	 	 	 	 
	27	 	Rialto	 	Villa
    Broussard, L.L.C.	 	231
    Saint Nazaire Road	 	Broussard	 	Lafayette	 	70518	 	Lafayette	 	Villa
    Broussard	 	100	 	Units	 	4.7200%	 	4.7056%	 	 	 	 
	28	 	JLC	 	ABB
    Campus Sub, LLC; ABB Campus, LLC; CBDD CTO Investments, LLC	 	579
    Executive Campus Drive 	 	Westerville	 	Delaware	 	43082	 	Delaware	 	579
    Executive Campus	 	110,598	 	Square
    Feet	 	4.6620%	 	4.6476%	 	 	 	 
	29	 	BNYM	 	Ginkgo
    Savannah LLC	 	400
    Magnolia Branch Drive	 	Winston-Salem	 	Forsyth	 	27104	 	Forsyth	 	Savannah
    Place Apartments	 	172	 	Units	 	4.3160%	 	4.3016%	 	 	 	 
	30	 	Column
    Financial, Inc.	 	Waubuck
    Seba Partners, LLC	 	950
    County Road QQ	 	Waupaca	 	Waupaca	 	54981	 	Waupaca	 	Park
    Vista Waupaca	 	94	 	Units	 	4.7100%	 	4.6956%	 	 	 	 
	31	 	Column
    Financial, Inc.	 	2540
    Center W Parkway Hotel, LLC	 	2540
    Center West Parkway	 	Augusta	 	Richmond	 	30909	 	Richmond	 	Staybridge
    Suites Augusta	 	92	 	Rooms	 	4.8900%	 	4.8756%	 	 	 	 
	32	 	Column
    Financial, Inc.	 	Northville
    Green Associates, LLC	 	693
    Lombard Road	 	Red
    Lion	 	York	 	17356	 	York	 	Cape
    Horn Square	 	118,213	 	Square
    Feet	 	4.9100%	 	4.8456%	 	 	 	 
	33	 	Silverpeak	 	BBS
    El Paso Apartments, LP	 	108
    Vaquero Lane	 	El
    Paso	 	El
    Paso	 	79912	 	El
    Paso	 	Mesa
    Ridge	 	247	 	Units	 	4.5500%	 	4.5356%	 	 	 	 
	34	 	Silverpeak	 	Leisure
    Life Senior Apartment Housing, LTD.	 	6333
    Chimney Rock 	 	Houston	 	Harris	 	77081	 	Harris	 	Park
    at Bellaire	 	223	 	Units	 	5.4000%	 	5.3856%	 	 	 	 
	35	 	Column
    Financial, Inc.	 	Arthur
    Square LLC	 	1501
    Poole Avenue	 	Port
    Arthur	 	Jefferson	 	77642	 	Jefferson	 	Arthur
    Square	 	226	 	Units	 	4.7600%	 	4.7456%	 	 	 	 
	36	 	Rialto	 	BKNS
    Hospitality, LLC	 	2920
    Clairmont Road	 	Atlanta	 	De
    Kalb	 	30329	 	De
    Kalb	 	Holiday
    Inn Express Atlanta NE I-85 Clairmont	 	80	 	Rooms	 	5.2800%	 	5.2656%	 	 	 	 
	37	 	Column
    Financial, Inc.	 	Magdim
    Lantern LLC	 	2909
    Lynndhurst Drive	 	Indianapolis	 	Morgan	 	46421	 	Morgan	 	Lantern
    Estates MHP	 	220	 	Pads	 	5.0100%	 	4.9956%	 	 	 	 
	38	 	Silverpeak	 	Paras
    Hospitality, L.L.C.; MST Hospitality LLC	 	Various	 	Stony
    Creek	 	Sussex	 	23882	 	Sussex	 	Stony
    Creek Portfolio	 	135	 	Rooms	 	4.9600%	 	4.9456%	 	 	 	 
	38.01	 	Silverpeak	 	 	 	10476
    Blue Star Highway	 	Stony
    Creek	 	Sussex	 	23882	 	Sussex	 	Hampton
    Inn	 	71	 	Rooms	 	 	 	 	 	 	 	 
	38.02	 	Silverpeak	 	 	 	11019
    Blue Star Highway	 	Stony
    Creek	 	Sussex	 	23882	 	Sussex	 	Sleep
    Inn	 	64	 	Rooms	 	 	 	 	 	 	 	 
	39	 	Column
    Financial, Inc.	 	MCP
    Clemson Owner, LLC	 	201
    and 203 Pine Street	 	Clemson	 	Pickens	 	29631	 	Pickens	 	Pineherst
    Apartments	 	96	 	Beds	 	4.6600%	 	4.6456%	 	 	 	 
	40	 	Rialto	 	Heritage
    Square, LLC	 	Southeast
    & Southwest corner of State Route 25 & Illinois Avenue	 	Saint
    Charles	 	Kane	 	60174	 	Kane	 	Heritage
    Square	 	52,640	 	Square
    Feet	 	4.9600%	 	4.9456%	 	 	 	 
	41	 	Rialto	 	E2G
    Properties, LLC	 	20600
    Chagrin Boulevard	 	Shaker
    Heights	 	Cuyahoga	 	44122	 	Cuyahoga	 	Tower
    East Offices	 	164,595	 	Square
    Feet	 	5.0800%	 	5.0181%	 	 	 	 
	42	 	Rialto	 	Nirmal
    Investments LLC; SBJ&MG Holdings LLC; Scampy LLC	 	7001
    Frankford Avenue	 	Philadelphia	 	Philadelphia	 	19135	 	Philadelphia	 	Walgreens
    - Philadelphia	 	13,825	 	Square
    Feet	 	4.5800%	 	4.5656%	 	 	 	 
	43	 	Rialto	 	Heritage
    Partners Storage 1, LP	 	Various	 	Various	 	Grayson	 	Various	 	Grayson	 	Grayson
    Self-Storage Portfolio	 	955	 	Units	 	4.7100%	 	4.6956%	 	 	 	 
	43.01	 	Rialto	 	 	 	3621
    Pottsboro Road	 	Denison	 	Grayson	 	75020	 	Grayson	 	Five
    Star Storage	 	325	 	Units	 	 	 	 	 	 	 	 
	43.02	 	Rialto	 	 	 	12384
    FM 121	 	Van
    Alstyne	 	Grayson	 	75495	 	Grayson	 	Hometown
    Storage	 	315	 	Units	 	 	 	 	 	 	 	 
	43.03	 	Rialto	 	 	 	2511
    North Travis Street	 	Sherman	 	Grayson	 	75092	 	Grayson	 	Easy
    Self Storage	 	315	 	Units	 	 	 	 	 	 	 	 
	44	 	Column
    Financial, Inc.	 	Cypress
    Gardens MHP, LLC	 	4650
    East Lake Mead Boulevard	 	Las
    Vegas	 	Clark	 	89115	 	Clark	 	Cypress
    Gardens MHC	 	131	 	Pads	 	4.6680%	 	4.6536%	 	 	 	 
	45	 	Rialto	 	Pokras
    Family Limited Partnership	 	Various	 	Las
    Vegas 	 	Clark	 	Various	 	Clark	 	Pokras
    Properties	 	19,445	 	Square
    Feet	 	4.9700%	 	4.9556%	 	 	 	 
	45.01	 	Rialto	 	 	 	5955
    and 5965 West Tropicana Avenue	 	Las
    Vegas 	 	Clark	 	89118	 	Clark	 	Tropicana
    Centre	 	8,733	 	Square
    Feet	 	 	 	 	 	 	 	 
	45.02	 	Rialto	 	 	 	6105-6115
    West Flamingo	 	Las
    Vegas 	 	Clark	 	89103	 	Clark	 	Flamingo
    Jones Plaza	 	10,712	 	Square
    Feet	 	 	 	 	 	 	 	 
	46	 	Rialto	 	NB
    Avalon, DST	 	333
    South 1000 East	 	St.
    George	 	Washington	 	84770	 	Washington	 	Avalon
    Apartments	 	288	 	Beds	 	4.9900%	 	4.9756%	 	 	 	 
	47	 	Rialto	 	The
    Shops at Custer Bridges I LTD	 	5955
    Custer Road	 	Frisco	 	Collin	 	75035	 	Collin	 	Custer
    Bridges	 	14,053	 	Square
    Feet	 	4.7800%	 	4.7656%	 	 	 	 
	48	 	Rialto	 	Lakewood
    Forest Houston, TX. LLC	 	11550
    Louetta Road	 	Houston	 	Harris	 	77070	 	Harris	 	The
    Plazas at Lakewood Forest	 	26,439	 	Square
    Feet	 	5.0200%	 	5.0056%	 	 	 	 
	49	 	Column
    Financial, Inc.	 	Magnolia
    Ridge, LLC	 	2616
    West Orangethorpe Avenue	 	Fullerton	 	Orange	 	92833	 	Orange	 	Magnolia
    Lane MHC	 	48	 	Pads	 	4.7300%	 	4.7156%	 	 	 	 
	50	 	JLC	 	Focused
    Chesapeake, LLC	 	910
    Great Bridge Boulevard	 	Chesapeake	 	Chesapeake	 	23320	 	Chesapeake	 	Dominion
    Market Plaza	 	75,506	 	Square
    Feet	 	4.8500%	 	4.8356%	 	 	 	 
	51	 	Rialto	 	KJH
    Houma LLC	 	1750
    Martin Luther King Boulevard	 	Houma	 	Terrebonne
    Parish	 	70360	 	Terrebonne
    Parish	 	West
    Side Plaza	 	36,728	 	Square
    Feet	 	5.1100%	 	5.0956%	 	 	 	 
	52	 	Rialto	 	Neeshi
    Holding, Inc.; Neeshi Hospitality, Inc.	 	3610
    Dawn Drive	 	Lumberton	 	Robeson	 	28360	 	Robeson	 	Comfort
    Inn Lumberton	 	70	 	Rooms	 	5.5000%	 	5.4856%	 	 	 	 
	53	 	Rialto	 	Janss
    Northbrook 4, LLC	 	580
    West Main Street	 	New
    Lebanon	 	Montgomery	 	45345	 	Montgomery	 	New
    Lebanon Plaza	 	52,053	 	Square
    Feet	 	4.9800%	 	4.9656%	 	 	 	 
	54	 	JLC	 	CSRA
    NC MOB, DST	 	2503
    East Lyon Station Road	 	Creedmoor	 	Granville	 	27522	 	Granville	 	Duke
    University Medical Office	 	16,024	 	Square
    Feet	 	4.7940%	 	4.7796%	 	 	 	 
	55	 	Rialto	 	DVC
    Miami, LLC	 	1900
    North Bayshore Drive	 	Miami	 	Miami-Dade	 	33132	 	Miami-Dade	 	Quantum
    On The Bay Retail	 	6,902	 	Square
    Feet	 	4.7700%	 	4.7556%	 	 	 	 
	56	 	Rialto	 	Springfield
    Meadows LIB, LLC	 	4100
    Troy Road	 	Springfield	 	Clark	 	45502	 	Clark	 	Springfield
    Meadows	 	124	 	Pads	 	4.8300%	 	4.8156%	 	 	 	 
	57	 	BNYM	 	Plover
    Pine Village, LLC	 	2501-2701
    Forest Drive	 	Plover	 	Portage	 	54467	 	Portage	 	Plover
    Pine Village	 	235	 	Pads	 	4.5500%	 	4.5356%	 	 	 	 
	58	 	BNYM	 	Hot
    Springs Plaza, LLC	 	4043
    Central Avenue	 	Hot
    Springs	 	Garland
    	 	71913	 	Garland
    	 	Hot
    Springs	 	24,000	 	Square
    Feet	 	4.5100%	 	4.4956%	 	 	 	 
	59	 	Column
    Financial, Inc.	 	Woodland
    MHC LLC	 	39100
    Northwest Pacific Highway	 	Woodland	 	Clark	 	98674	 	Clark	 	Woodland
    MHC/RV Resort	 	66	 	Pads	 	4.8300%	 	4.8156%	 	 	 	 


 



    	 



    	 



    

 

	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	Companion
    Loan Cut-off Principal Balance	 	Companion
    Loan Original Term	 	Companion
    Loan Remaining Term	 	Companion
    Loan Maturity/ARD Date	 	Companion
    Loan Amortiziation Term
	1	 	Column
    Financial, Inc.	 	Western
    Baltimore - Brandon Woods I, LLC, Western A West CA, LLC, Western A South TX, LLC, Western Hagerstown Distribution Center,
    LLC, Western Upper Marlboro Distribution Center, LLC, Western Hagerstown - Industrial Lane DC, LLC, Western A Midwest IL,
    LLC, Western Crossroads DC, LLC, Western BWI Commerce Center, LLC, Western A Midwest IN, LLC, Western Hollins End Industrial
    Park, LLC, Western BWI Commerce Center II, LLC, Western Brandon Woods DC II, LLC, Western Columbia Park IC, LLC, Western Baltimore
    IC, LLC, Western Somerset IC II, LLC, Western Somerset Industrial Center, LLC, Western A East VA, LLC, Western Center Square
    DC, LLC, Western Pureland DC I, LLC, Western Pureland DC II, LLC, Western Washington (DC) Corporate Center, LLC, Western Englewood
    DC, LLC, Western Clifton DC, LLC, Western A South CO, LLC, Western A Midwest TN, LLC, Western A East VA II, LLC, Western Waterfront
    DC, LLC, Western Landover DC, LLC, Western Capital Beltway CC, LLC, Western I-95 DC, LLC, Western Franklin Square IC I, LLC,
    Western Franklin Square IC II, LLC	 	$87,100,000	 	$87,100,000	 	120	 	117	 	11/6/2025	 	0	 	0	 	$550,500,000	 	120	 	117	 	11/6/2025	 	0
	1.001	 	Column
    Financial, Inc.	 	 	 	$5,193,356	 	$5,193,356	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.002	 	Column
    Financial, Inc.	 	 	 	$4,499,454	 	$4,499,454	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.003	 	Column
    Financial, Inc.	 	 	 	$2,557,401	 	$2,557,401	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.004	 	Column
    Financial, Inc.	 	 	 	$2,247,545	 	$2,247,545	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.005	 	Column
    Financial, Inc.	 	 	 	$2,243,181	 	$2,243,181	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.006	 	Column
    Financial, Inc.	 	 	 	$2,116,620	 	$2,116,620	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.007	 	Column
    Financial, Inc.	 	 	 	$2,007,516	 	$2,007,516	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.008	 	Column
    Financial, Inc.	 	 	 	$1,963,874	 	$1,963,874	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.009	 	Column
    Financial, Inc.	 	 	 	$1,915,868	 	$1,915,868	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.010	 	Column
    Financial, Inc.	 	 	 	$1,889,683	 	$1,889,683	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.011	 	Column
    Financial, Inc.	 	 	 	$1,763,123	 	$1,763,123	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.012	 	Column
    Financial, Inc.	 	 	 	$1,728,209	 	$1,728,209	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.013	 	Column
    Financial, Inc.	 	 	 	$1,680,203	 	$1,680,203	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.014	 	Column
    Financial, Inc.	 	 	 	$1,461,995	 	$1,461,995	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.015	 	Column
    Financial, Inc.	 	 	 	$1,278,700	 	$1,278,700	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.016	 	Column
    Financial, Inc.	 	 	 	$1,256,879	 	$1,256,879	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.017	 	Column
    Financial, Inc.	 	 	 	$1,213,238	 	$1,213,238	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.018	 	Column
    Financial, Inc.	 	 	 	$1,213,238	 	$1,213,238	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.019	 	Column
    Financial, Inc.	 	 	 	$1,130,319	 	$1,130,319	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.020	 	Column
    Financial, Inc.	 	 	 	$1,117,226	 	$1,117,226	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.021	 	Column
    Financial, Inc.	 	 	 	$1,069,220	 	$1,069,220	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.022	 	Column
    Financial, Inc.	 	 	 	$1,016,850	 	$1,016,850	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.023	 	Column
    Financial, Inc.	 	 	 	$981,937	 	$981,937	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.024	 	Column
    Financial, Inc.	 	 	 	$960,116	 	$960,116	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.025	 	Column
    Financial, Inc.	 	 	 	$955,752	 	$955,752	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.026	 	Column
    Financial, Inc.	 	 	 	$920,839	 	$920,839	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.027	 	Column
    Financial, Inc.	 	 	 	$894,654	 	$894,654	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.028	 	Column
    Financial, Inc.	 	 	 	$881,561	 	$881,561	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.029	 	Column
    Financial, Inc.	 	 	 	$851,012	 	$851,012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.030	 	Column
    Financial, Inc.	 	 	 	$851,012	 	$851,012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.031	 	Column
    Financial, Inc.	 	 	 	$842,284	 	$842,284	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.032	 	Column
    Financial, Inc.	 	 	 	$833,555	 	$833,555	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.033	 	Column
    Financial, Inc.	 	 	 	$829,191	 	$829,191	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.034	 	Column
    Financial, Inc.	 	 	 	$803,006	 	$803,006	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.035	 	Column
    Financial, Inc.	 	 	 	$789,914	 	$789,914	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.036	 	Column
    Financial, Inc.	 	 	 	$781,186	 	$781,186	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.037	 	Column
    Financial, Inc.	 	 	 	$776,821	 	$776,821	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.038	 	Column
    Financial, Inc.	 	 	 	$776,821	 	$776,821	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.039	 	Column
    Financial, Inc.	 	 	 	$746,272	 	$746,272	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.040	 	Column
    Financial, Inc.	 	 	 	$724,451	 	$724,451	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.041	 	Column
    Financial, Inc.	 	 	 	$676,446	 	$676,446	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.042	 	Column
    Financial, Inc.	 	 	 	$676,446	 	$676,446	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.043	 	Column
    Financial, Inc.	 	 	 	$658,989	 	$658,989	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.044	 	Column
    Financial, Inc.	 	 	 	$654,625	 	$654,625	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.045	 	Column
    Financial, Inc.	 	 	 	$650,260	 	$650,260	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.046	 	Column
    Financial, Inc.	 	 	 	$650,260	 	$650,260	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.047	 	Column
    Financial, Inc.	 	 	 	$650,260	 	$650,260	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.048	 	Column
    Financial, Inc.	 	 	 	$645,896	 	$645,896	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.049	 	Column
    Financial, Inc.	 	 	 	$641,532	 	$641,532	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.050	 	Column
    Financial, Inc.	 	 	 	$632,804	 	$632,804	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.051	 	Column
    Financial, Inc.	 	 	 	$615,347	 	$615,347	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.052	 	Column
    Financial, Inc.	 	 	 	$615,347	 	$615,347	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.053	 	Column
    Financial, Inc.	 	 	 	$610,983	 	$610,983	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.054	 	Column
    Financial, Inc.	 	 	 	$606,619	 	$606,619	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.055	 	Column
    Financial, Inc.	 	 	 	$589,162	 	$589,162	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.056	 	Column
    Financial, Inc.	 	 	 	$580,434	 	$580,434	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.057	 	Column
    Financial, Inc.	 	 	 	$545,521	 	$545,521	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.058	 	Column
    Financial, Inc.	 	 	 	$532,428	 	$532,428	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.059	 	Column
    Financial, Inc.	 	 	 	$528,064	 	$528,064	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.060	 	Column
    Financial, Inc.	 	 	 	$514,971	 	$514,971	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.061	 	Column
    Financial, Inc.	 	 	 	$510,607	 	$510,607	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.062	 	Column
    Financial, Inc.	 	 	 	$501,879	 	$501,879	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.063	 	Column
    Financial, Inc.	 	 	 	$488,786	 	$488,786	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.064	 	Column
    Financial, Inc.	 	 	 	$453,873	 	$453,873	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.065	 	Column
    Financial, Inc.	 	 	 	$453,873	 	$453,873	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.066	 	Column
    Financial, Inc.	 	 	 	$449,509	 	$449,509	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.067	 	Column
    Financial, Inc.	 	 	 	$436,417	 	$436,417	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.068	 	Column
    Financial, Inc.	 	 	 	$432,052	 	$432,052	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.069	 	Column
    Financial, Inc.	 	 	 	$423,324	 	$423,324	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.070	 	Column
    Financial, Inc.	 	 	 	$414,596	 	$414,596	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.071	 	Column
    Financial, Inc.	 	 	 	$414,596	 	$414,596	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.072	 	Column
    Financial, Inc.	 	 	 	$414,596	 	$414,596	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.073	 	Column
    Financial, Inc.	 	 	 	$414,596	 	$414,596	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.074	 	Column
    Financial, Inc.	 	 	 	$410,231	 	$410,231	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.075	 	Column
    Financial, Inc.	 	 	 	$405,867	 	$405,867	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.076	 	Column
    Financial, Inc.	 	 	 	$401,503	 	$401,503	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.077	 	Column
    Financial, Inc.	 	 	 	$401,503	 	$401,503	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.078	 	Column
    Financial, Inc.	 	 	 	$397,139	 	$397,139	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.079	 	Column
    Financial, Inc.	 	 	 	$392,775	 	$392,775	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.080	 	Column
    Financial, Inc.	 	 	 	$384,046	 	$384,046	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.081	 	Column
    Financial, Inc.	 	 	 	$379,682	 	$379,682	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.082	 	Column
    Financial, Inc.	 	 	 	$370,954	 	$370,954	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.083	 	Column
    Financial, Inc.	 	 	 	$357,862	 	$357,862	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.084	 	Column
    Financial, Inc.	 	 	 	$357,862	 	$357,862	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.085	 	Column
    Financial, Inc.	 	 	 	$349,133	 	$349,133	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.086	 	Column
    Financial, Inc.	 	 	 	$344,769	 	$344,769	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.087	 	Column
    Financial, Inc.	 	 	 	$336,041	 	$336,041	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.088	 	Column
    Financial, Inc.	 	 	 	$336,041	 	$336,041	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.089	 	Column
    Financial, Inc.	 	 	 	$331,677	 	$331,677	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.090	 	Column
    Financial, Inc.	 	 	 	$331,677	 	$331,677	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.091	 	Column
    Financial, Inc.	 	 	 	$327,312	 	$327,312	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.092	 	Column
    Financial, Inc.	 	 	 	$327,312	 	$327,312	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.093	 	Column
    Financial, Inc.	 	 	 	$292,399	 	$292,399	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.094	 	Column
    Financial, Inc.	 	 	 	$292,399	 	$292,399	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.095	 	Column
    Financial, Inc.	 	 	 	$279,307	 	$279,307	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.096	 	Column
    Financial, Inc.	 	 	 	$270,578	 	$270,578	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.097	 	Column
    Financial, Inc.	 	 	 	$257,486	 	$257,486	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.098	 	Column
    Financial, Inc.	 	 	 	$244,393	 	$244,393	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.099	 	Column
    Financial, Inc.	 	 	 	$244,393	 	$244,393	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 

	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	Companion
    Loan Cut-off Principal Balance	 	Companion
    Loan Original Term	 	Companion
    Loan Remaining Term	 	Companion
    Loan Maturity/ARD Date	 	Companion
    Loan Amortiziation Term
	1.100	 	Column
    Financial, Inc.	 	 	 	$240,029	 	$240,029	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.101	 	Column
    Financial, Inc.	 	 	 	$226,937	 	$226,937	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.102	 	Column
    Financial, Inc.	 	 	 	$222,572	 	$222,572	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.103	 	Column
    Financial, Inc.	 	 	 	$209,480	 	$209,480	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.104	 	Column
    Financial, Inc.	 	 	 	$209,480	 	$209,480	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.105	 	Column
    Financial, Inc.	 	 	 	$196,387	 	$196,387	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.106	 	Column
    Financial, Inc.	 	 	 	$192,023	 	$192,023	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.107	 	Column
    Financial, Inc.	 	 	 	$174,567	 	$174,567	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.108	 	Column
    Financial, Inc.	 	 	 	$161,474	 	$161,474	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.109	 	Column
    Financial, Inc.	 	 	 	$152,746	 	$152,746	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.110	 	Column
    Financial, Inc.	 	 	 	$135,289	 	$135,289	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.111	 	Column
    Financial, Inc.	 	 	 	$126,561	 	$126,561	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.112	 	Column
    Financial, Inc.	 	 	 	$96,012	 	$96,012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.113	 	Column
    Financial, Inc.	 	 	 	$43,642	 	$43,642	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.114	 	Column
    Financial, Inc.	 	 	 	$39,277	 	$39,277	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	JLC	 	Fountain
    Avenue Investments, LLC	 	$87,000,000	 	$87,000,000	 	120	 	117	 	5/6/2030	 	0	 	0	 	$130,000,000	 	120	 	117	 	5/6/2030	 	0	 
	3	 	Column
    Financial, Inc.	 	 SCG
    LH Anderson, L.P.; SCG LH Auburn, L.P.; SCG LH Austin, L.P.; SCG LH Baton Rouge, L.P.; SCG LH Birmingham, L.P.; SCG LH Bowling
    Green, L.P.; SCG LH Charlotte Matthews, L.P.; SCG LH Chesapeake, L.P.; SCG LH Clarksville, L.P.; SCG LH Colorado Springs,
    L.P.; SCG LH Columbus, L.P.; SCG LH Corpus Christi, L.P.; SCG LH Cumming, L.P.; SCG LH Dallas Garland, L.P.; SCG LH Decatur,
    L.P.; SCG LH Denver Aurora, L.P.; SCG LH DFW Airport Lewisville, L.P.; SCG LH Disney Orlando, L.P.; SCG LH Fort Myers, L.P.;
    SCG LH Greensboro Airport, L.P.; SCG LH Greensboro, L.P.; SCG LH Greenville, L.P.; SCG LH Gulfport Airport, L.P.; SCG LH Gwinnett,
    L.P.; SCG LH Hattiesburg, L.P.; SCG LH High Point, L.P.; SCG LH Houston 290 Galleria, L.P.; SCG LH Houston Hobby Airport,
    L.P.; SCG LH Houston IAH Airport, L.P.; SCG LH Houston Westchase, L.P.; SCG LH Jacksonville, L.P.; SCG LH Kannapolis, L.P.;
    SCG LH Kennesaw, L.P.; SCG LH Marietta East Lake, L.P.; SCG LH Marietta Town Center Mall, L.P.; SCG LH Murfreesboro, L.P.;
    SCG LH Nashville Madison, L.P.; SCG LH New Orleans Harvey, L.P.; SCG LH New Orleans West Metairie, L.P.; SCG LH Newport News,
    L.P.; SCG LH Orlando UCF, L.P.; SCG LH Plano, L.P.; SCG LH Prattsville, L.P.; SCG LH Raleigh, L.P.; SCG LH Smyrna, L.P.; SCG
    LH Snellville, L.P.; SCG LH Stockbridge, L.P.; SCG LH Sugarland Stafford, L.P.; SCG LH Suwanee, L.P.; SCG LH Tuscaloosa, L.P.	 	$75,000,000	 	$75,000,000	 	60	 	53	 	7/6/2020	 	360	 	360	 	$125,000,000	 	60	 	53	 	7/6/2020	 	360
	3.01	 	Column
    Financial, Inc.	 	 	 	$3,305,169	 	$3,305,169	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	Column
    Financial, Inc.	 	 	 	$3,081,511	 	$3,081,511	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	Column
    Financial, Inc.	 	 	 	$2,783,300	 	$2,783,300	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	Column
    Financial, Inc.	 	 	 	$2,683,897	 	$2,683,897	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	Column
    Financial, Inc.	 	 	 	$2,584,493	 	$2,584,493	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	Column
    Financial, Inc.	 	 	 	$2,559,642	 	$2,559,642	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	Column
    Financial, Inc.	 	 	 	$2,211,730	 	$2,211,730	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	Column
    Financial, Inc.	 	 	 	$2,087,475	 	$2,087,475	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	Column
    Financial, Inc.	 	 	 	$1,988,072	 	$1,988,072	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	 	Column
    Financial, Inc.	 	 	 	$1,988,072	 	$1,988,072	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	Column
    Financial, Inc.	 	 	 	$1,963,221	 	$1,963,221	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	Column
    Financial, Inc.	 	 	 	$1,963,221	 	$1,963,221	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	Column
    Financial, Inc.	 	 	 	$1,838,966	 	$1,838,966	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	Column
    Financial, Inc.	 	 	 	$1,764,414	 	$1,764,414	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	Column
    Financial, Inc.	 	 	 	$1,764,414	 	$1,764,414	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	Column
    Financial, Inc.	 	 	 	$1,764,414	 	$1,764,414	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	Column
    Financial, Inc.	 	 	 	$1,714,712	 	$1,714,712	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	Column
    Financial, Inc.	 	 	 	$1,689,861	 	$1,689,861	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	Column
    Financial, Inc.	 	 	 	$1,689,861	 	$1,689,861	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	 	Column
    Financial, Inc.	 	 	 	$1,665,010	 	$1,665,010	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	Column
    Financial, Inc.	 	 	 	$1,640,159	 	$1,640,159	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	Column
    Financial, Inc.	 	 	 	$1,640,159	 	$1,640,159	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	Column
    Financial, Inc.	 	 	 	$1,466,203	 	$1,466,203	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	 	Column
    Financial, Inc.	 	 	 	$1,466,203	 	$1,466,203	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.25	 	Column
    Financial, Inc.	 	 	 	$1,441,352	 	$1,441,352	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.26	 	Column
    Financial, Inc.	 	 	 	$1,441,352	 	$1,441,352	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.27	 	Column
    Financial, Inc.	 	 	 	$1,416,501	 	$1,416,501	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.28	 	Column
    Financial, Inc.	 	 	 	$1,416,501	 	$1,416,501	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.29	 	Column
    Financial, Inc.	 	 	 	$1,366,799	 	$1,366,799	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.30	 	Column
    Financial, Inc.	 	 	 	$1,366,799	 	$1,366,799	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.31	 	Column
    Financial, Inc.	 	 	 	$1,317,097	 	$1,317,097	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.32	 	Column
    Financial, Inc.	 	 	 	$1,267,396	 	$1,267,396	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.33	 	Column
    Financial, Inc.	 	 	 	$1,217,694	 	$1,217,694	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.34	 	Column
    Financial, Inc.	 	 	 	$1,192,843	 	$1,192,843	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.35	 	Column
    Financial, Inc.	 	 	 	$1,192,843	 	$1,192,843	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.36	 	Column
    Financial, Inc.	 	 	 	$1,118,290	 	$1,118,290	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.37	 	Column
    Financial, Inc.	 	 	 	$1,043,738	 	$1,043,738	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.38	 	Column
    Financial, Inc.	 	 	 	$1,018,887	 	$1,018,887	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.39	 	Column
    Financial, Inc.	 	 	 	$969,185	 	$969,185	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.40	 	Column
    Financial, Inc.	 	 	 	$869,781	 	$869,781	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.41	 	Column
    Financial, Inc.	 	 	 	$844,930	 	$844,930	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.42	 	Column
    Financial, Inc.	 	 	 	$844,930	 	$844,930	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.43	 	Column
    Financial, Inc.	 	 	 	$820,080	 	$820,080	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.44	 	Column
    Financial, Inc.	 	 	 	$670,974	 	$670,974	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.45	 	Column
    Financial, Inc.	 	 	 	$571,571	 	$571,571	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.46	 	Column
    Financial, Inc.	 	 	 	$521,869	 	$521,869	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.47	 	Column
    Financial, Inc.	 	 	 	$521,869	 	$521,869	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.48	 	Column
    Financial, Inc.	 	 	 	$447,316	 	$447,316	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.49	 	Column
    Financial, Inc.	 	 	 	$397,614	 	$397,614	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.50	 	Column
    Financial, Inc.	 	 	 	$397,614	 	$397,614	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	Silverpeak	 	Ellicott
    Owner LLC	 	$57,500,000	 	$57,500,000	 	120	 	117	 	11/6/2025	 	0	 	0	 	 	 	 	 	 	 	 	 	 	 
	5	 	BNYM	 	MREF
    401 LP	 	$56,000,000	 	$56,000,000	 	120	 	116	 	10/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	6	 	Silverpeak	 	Baldwin
    Hills Investors, Ltd.	 	$33,000,000	 	$33,000,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	7	 	Column
    Financial, Inc.	 	Claypool
    Court, LLC	 	$30,000,000	 	$30,000,000	 	120	 	116	 	10/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	8	 	Column
    Financial, Inc.	 	Glen
    Rock Landing, LLC	 	$27,865,000	 	$27,865,000	 	120	 	115	 	9/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	9	 	Silverpeak	 	Maitlen
    Drive Cushing OK, LLC; 126th Street North Collinsville OK, LLC; Fishkill Avenue Beacon NY, LLC; Utah Valley Drive American
    Fork UT, LLC	 	$23,355,000	 	$23,244,278	 	120	 	117	 	11/6/2025	 	300	 	297	 	 	 	 	 	 	 	 	 	 	 
	9.01	 	Silverpeak	 	 	 	$8,477,000	 	$8,436,812	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	Silverpeak	 	 	 	$6,702,000	 	$6,670,227	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	Silverpeak	 	 	 	$6,434,000	 	$6,403,498	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	Silverpeak	 	 	 	$1,742,000	 	$1,733,742	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	JLC	 	MDA
    Mission Two, LLC	 	$22,400,000	 	$22,292,174	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 
	11	 	Column
    Financial, Inc.	 	TPG
    LA Commerce, LLC	 	$21,600,000	 	$21,600,000	 	84	 	81	 	11/6/2022	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	12	 	Rialto	 	River-PW
    Hotel Limited Partnership	 	$20,000,000	 	$20,000,000	 	120	 	116	 	10/6/2025	 	360	 	360	 	$60,000,000	 	120	 	116	 	10/6/2025	 	360	 
	13	 	Column
    Financial, Inc.	 	Windwood
    Oaks Tampa Apartments, Ltd.	 	$18,750,000	 	$18,750,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	14	 	BNYM	 	Stone
    Gables North Carolina, LP	 	$18,000,000	 	$17,938,143	 	120	 	117	 	11/6/2025	 	360	 	357	 	 	 	 	 	 	 	 	 	 	 
	15	 	BNYM	 	JAS
    Madison I LLC	 	$17,900,000	 	$17,900,000	 	120	 	114	 	8/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	16	 	Rialto	 	IS-Can
    Ohio X LLLP	 	$17,250,000	 	$17,171,928	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 
	16.01	 	Rialto	 	 	 	$5,681,953	 	$5,656,237	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	Rialto	 	 	 	$4,967,456	 	$4,944,973	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	Rialto	 	 	 	$2,347,633	 	$2,337,008	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.04	 	Rialto	 	 	 	$2,211,538	 	$2,201,529	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.05	 	Rialto	 	 	 	$2,041,420	 	$2,032,181	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	BNYM	 	Vesper
    Ames LLC	 	$16,800,000	 	$16,800,000	 	120	 	116	 	10/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	18	 	Column
    Financial, Inc.	 	Ivy
    Ridge Residences LP	 	$14,765,000	 	$14,765,000	 	60	 	54	 	8/6/2020	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	19	 	Rialto	 	Cherry
    Acres MHP, LLC; Hillview MHP, LLC; Arnold RA MHP, LLC; Belle Plaine MHP, LLC; Lecompton MHP, LLC; Emporia MHP, LLC; Wichita
    MHP, LLC; Ruidoso MHP, LLC	 	$14,400,000	 	$14,336,379	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 
	19.01	 	Rialto	 	 	 	$2,605,575	 	$2,594,063	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	Rialto	 	 	 	$2,496,097	 	$2,485,069	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	Rialto	 	 	 	$2,145,768	 	$2,136,288	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.04	 	Rialto	 	 	 	$1,707,856	 	$1,700,311	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.05	 	Rialto	 	 	 	$1,707,856	 	$1,700,311	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.06	 	Rialto	 	 	 	$1,372,124	 	$1,366,062	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.07	 	Rialto	 	 	 	$1,262,646	 	$1,257,067	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 

	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Original
    Principal Balance 	 	 Cut-off
    Principal Balance 	 	Original
    Term	 	Remaining
    Term	 	Maturity/ARD
    Date	 	Amortiziation
    Term	 	Remaining
    Amortization Term for Balloon Loans	 	Companion
    Loan Cut-off Principal Balance	 	Companion
    Loan Original Term	 	Companion
    Loan Remaining Term	 	Companion
    Loan Maturity/ARD Date	 	Companion
    Loan Amortiziation Term
	19.08	 	Rialto	 	 	 	$1,102,078	 	$1,097,209	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	JLC	 	Hill
    Center Acklen, LLC	 	$14,250,000	 	$14,181,318	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 
	21	 	Silverpeak	 	Austin
    H.I. Borrower LLC	 	$14,000,000	 	$14,000,000	 	60	 	56	 	10/6/2020	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	22	 	BNYM	 	Gateway
    Plaza 31, LLC	 	$13,500,000	 	$13,500,000	 	120	 	116	 	10/6/2025	 	0	 	0	 	 	 	 	 	 	 	 	 	 	 
	23	 	Rialto	 	TRT-QL
    Frisco, L.P.	 	$12,900,000	 	$12,900,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	24	 	Column
    Financial, Inc.	 	DR
    Spokane City Center LLC	 	$12,000,000	 	$12,000,000	 	60	 	56	 	10/6/2020	 	0	 	0	 	 	 	 	 	 	 	 	 	 	 
	25	 	Rialto	 	Nationwide
    Communities Pinecrest, Inc.; Nationwide Communities Stonegate, Inc.; Nationwide Communities Vineyards, Inc.	 	$11,685,000	 	$11,645,016	 	120	 	117	 	11/6/2025	 	360	 	357	 	 	 	 	 	 	 	 	 	 	 
	25.01	 	Rialto	 	 	 	$5,583,584	 	$5,564,478	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	Rialto	 	 	 	$3,309,624	 	$3,298,299	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	Rialto	 	 	 	$2,791,792	 	$2,782,239	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	BNYM	 	Falcon
    Glen II, LLC	 	$11,250,000	 	$11,209,925	 	120	 	117	 	11/6/2025	 	360	 	357	 	 	 	 	 	 	 	 	 	 	 
	27	 	Rialto	 	Villa
    Broussard, L.L.C.	 	$10,850,000	 	$10,850,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	28	 	JLC	 	ABB
    Campus Sub, LLC; ABB Campus, LLC; CBDD CTO Investments, LLC	 	$10,700,000	 	$10,649,128	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 
	29	 	BNYM	 	Ginkgo
    Savannah LLC	 	$9,900,000	 	$9,900,000	 	60	 	56	 	10/6/2020	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	30	 	Column
    Financial, Inc.	 	Waubuck
    Seba Partners, LLC	 	$9,350,000	 	$9,306,002	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 
	31	 	Column
    Financial, Inc.	 	2540
    Center W Parkway Hotel, LLC	 	$9,000,000	 	$8,881,476	 	120	 	112	 	6/6/2025	 	300	 	292	 	 	 	 	 	 	 	 	 	 	 
	32	 	Column
    Financial, Inc.	 	Northville
    Green Associates, LLC	 	$8,000,000	 	$7,972,742	 	120	 	117	 	11/6/2025	 	360	 	357	 	 	 	 	 	 	 	 	 	 	 
	33	 	Silverpeak	 	BBS
    El Paso Apartments, LP	 	$7,600,000	 	$7,600,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	34	 	Silverpeak	 	Leisure
    Life Senior Apartment Housing, LTD.	 	$7,000,000	 	$6,978,574	 	120	 	117	 	11/6/2025	 	360	 	357	 	 	 	 	 	 	 	 	 	 	 
	35	 	Column
    Financial, Inc.	 	Arthur
    Square LLC	 	$6,737,300	 	$6,737,300	 	120	 	115	 	9/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	36	 	Rialto	 	BKNS
    Hospitality, LLC	 	$6,650,000	 	$6,629,096	 	120	 	117	 	11/6/2025	 	360	 	357	 	 	 	 	 	 	 	 	 	 	 
	37	 	Column
    Financial, Inc.	 	Magdim
    Lantern LLC	 	$6,500,000	 	$6,500,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	38	 	Silverpeak	 	Paras
    Hospitality, L.L.C.; MST Hospitality LLC	 	$6,200,000	 	$6,172,366	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 
	38.01	 	Silverpeak	 	 	 	$3,940,000	 	$3,922,439	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38.02	 	Silverpeak	 	 	 	$2,260,000	 	$2,249,927	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	Column
    Financial, Inc.	 	MCP
    Clemson Owner, LLC	 	$6,130,000	 	$6,130,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	40	 	Rialto	 	Heritage
    Square, LLC	 	$5,850,000	 	$5,850,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	41	 	Rialto	 	E2G
    Properties, LLC	 	$5,325,000	 	$5,307,511	 	120	 	117	 	11/6/2025	 	360	 	357	 	 	 	 	 	 	 	 	 	 	 
	42	 	Rialto	 	Nirmal
    Investments LLC; SBJ&MG Holdings LLC; Scampy LLC	 	$5,300,000	 	$5,300,000	 	120	 	116	 	10/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	43	 	Rialto	 	Heritage
    Partners Storage 1, LP	 	$5,200,000	 	$5,200,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	43.01	 	Rialto	 	 	 	$2,225,000	 	$2,225,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.02	 	Rialto	 	 	 	$1,500,000	 	$1,500,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.03	 	Rialto	 	 	 	$1,475,000	 	$1,475,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	Column
    Financial, Inc.	 	Cypress
    Gardens MHP, LLC	 	$5,000,000	 	$5,000,000	 	120	 	116	 	10/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	45	 	Rialto	 	Pokras
    Family Limited Partnership	 	$4,975,200	 	$4,975,200	 	120	 	116	 	10/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	45.01	 	Rialto	 	 	 	$2,618,526	 	$2,618,526	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.02	 	Rialto	 	 	 	$2,356,674	 	$2,356,674	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	 	Rialto	 	NB
    Avalon, DST	 	$4,850,000	 	$4,850,000	 	120	 	116	 	10/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	47	 	Rialto	 	The
    Shops at Custer Bridges I LTD	 	$4,500,000	 	$4,500,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	48	 	Rialto	 	Lakewood
    Forest Houston, TX. LLC	 	$4,450,000	 	$4,450,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	49	 	Column
    Financial, Inc.	 	Magnolia
    Ridge, LLC	 	$4,400,000	 	$4,384,422	 	120	 	117	 	11/6/2025	 	360	 	357	 	 	 	 	 	 	 	 	 	 	 
	50	 	JLC	 	Focused
    Chesapeake, LLC	 	$4,160,000	 	$4,139,603	 	120	 	117	 	11/6/2025	 	300	 	297	 	 	 	 	 	 	 	 	 	 	 
	51	 	Rialto	 	KJH
    Houma LLC	 	$4,000,000	 	$4,000,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	52	 	Rialto	 	Neeshi
    Holding, Inc.; Neeshi Hospitality, Inc.	 	$4,000,000	 	$3,982,446	 	120	 	117	 	11/6/2025	 	300	 	297	 	 	 	 	 	 	 	 	 	 	 
	53	 	Rialto	 	Janss
    Northbrook 4, LLC	 	$3,840,000	 	$3,840,000	 	120	 	116	 	10/6/2025	 	300	 	300	 	 	 	 	 	 	 	 	 	 	 
	54	 	JLC	 	CSRA
    NC MOB, DST	 	$3,750,000	 	$3,750,000	 	120	 	117	 	11/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	55	 	Rialto	 	DVC
    Miami, LLC	 	$3,450,000	 	$3,450,000	 	120	 	115	 	9/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	56	 	Rialto	 	Springfield
    Meadows LIB, LLC	 	$3,250,000	 	$3,235,098	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 
	57	 	BNYM	 	Plover
    Pine Village, LLC	 	$3,250,000	 	$3,234,175	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 
	58	 	BNYM	 	Hot
    Springs Plaza, LLC	 	$3,150,000	 	$3,150,000	 	120	 	116	 	10/6/2025	 	360	 	360	 	 	 	 	 	 	 	 	 	 	 
	59	 	Column
    Financial, Inc.	 	Woodland
    MHC LLC	 	$1,825,000	 	$1,816,632	 	120	 	116	 	10/6/2025	 	360	 	356	 	 	 	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 

	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Companion
    Loan Remaining Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Serviced
    Whole Loan	 	Servicing
    Fee Rate	 	Subservicing
    Fee	 	Accrual
    Type	 	ARD
    Loan (Y/N)	 	Revised
    Rate (%)	 	Title
    Type	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan	 	Guarantor	 	 
	1	 	Column
    Financial, Inc.	 	Western
    Baltimore - Brandon Woods I, LLC, Western A West CA, LLC, Western A South TX, LLC, Western Hagerstown Distribution Center,
    LLC, Western Upper Marlboro Distribution Center, LLC, Western Hagerstown - Industrial Lane DC, LLC, Western A Midwest IL,
    LLC, Western Crossroads DC, LLC, Western BWI Commerce Center, LLC, Western A Midwest IN, LLC, Western Hollins End Industrial
    Park, LLC, Western BWI Commerce Center II, LLC, Western Brandon Woods DC II, LLC, Western Columbia Park IC, LLC, Western Baltimore
    IC, LLC, Western Somerset IC II, LLC, Western Somerset Industrial Center, LLC, Western A East VA, LLC, Western Center Square
    DC, LLC, Western Pureland DC I, LLC, Western Pureland DC II, LLC, Western Washington (DC) Corporate Center, LLC, Western Englewood
    DC, LLC, Western Clifton DC, LLC, Western A South CO, LLC, Western A Midwest TN, LLC, Western A East VA II, LLC, Western Waterfront
    DC, LLC, Western Landover DC, LLC, Western Capital Beltway CC, LLC, Western I-95 DC, LLC, Western Franklin Square IC I, LLC,
    Western Franklin Square IC II, LLC	 	0	 	$304,957.12	 	NAP	 	0.00250%	 	0.00125%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Western
    A Midwest, LLC,Western A South, LLC,Western A West, LLC,Western A East, LLC,Western B Southeast, LLC,Western B Northwest,
    LLC,Western B South, LLC,Western B West, LLC,Western B East, LLC,Western C REIT, LLC,Western C NR, LLC	 
	1.001	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.002	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.003	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.004	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.005	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.006	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.007	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.008	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.009	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.010	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.011	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.012	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.013	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.014	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.015	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.016	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.017	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.018	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.019	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.020	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.021	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.022	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.023	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.024	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.025	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.026	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.027	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.028	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.029	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.030	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.031	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.032	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.033	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.034	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.035	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.036	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.037	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.038	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.039	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.040	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.041	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.042	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.043	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.044	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.045	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.046	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.047	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.048	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.049	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.050	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.051	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.052	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.053	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.054	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.055	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.056	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.057	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.058	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.059	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.060	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.061	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.062	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.063	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.064	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.065	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.066	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.067	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.068	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.069	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.070	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.071	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.072	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.073	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.074	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.075	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.076	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.077	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.078	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.079	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.080	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.081	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.082	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.083	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.084	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.085	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.086	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.087	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.088	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.089	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.090	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.091	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.092	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.093	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.094	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.095	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.096	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.097	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.098	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.099	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 

	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Companion
    Loan Remaining Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Serviced
    Whole Loan	 	Servicing
    Fee Rate	 	Subservicing
    Fee	 	Accrual
    Type	 	ARD
    Loan (Y/N)	 	Revised
    Rate (%)	 	Title
    Type	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan	 	Guarantor	 
	1.100	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.101	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.102	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.103	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.104	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.105	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.106	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.107	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.108	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.109	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.110	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.111	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.112	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.113	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	1.114	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	2	 	JLC	 	Fountain
    Avenue Investments, LLC	 	0	 	$314,609.72	 	Yes	 	0.00500%	 	0.00000%	 	Actual/360	 	Yes	 	0.00000%	 	Fee	 	No	 	No	 	Jacob
    Feldman	 	 
	3	 	Column
    Financial, Inc.	 	 SCG
    LH Anderson, L.P.; SCG LH Auburn, L.P.; SCG LH Austin, L.P.; SCG LH Baton Rouge, L.P.; SCG LH Birmingham, L.P.; SCG LH Bowling
    Green, L.P.; SCG LH Charlotte Matthews, L.P.; SCG LH Chesapeake, L.P.; SCG LH Clarksville, L.P.; SCG LH Colorado Springs,
    L.P.; SCG LH Columbus, L.P.; SCG LH Corpus Christi, L.P.; SCG LH Cumming, L.P.; SCG LH Dallas Garland, L.P.; SCG LH Decatur,
    L.P.; SCG LH Denver Aurora, L.P.; SCG LH DFW Airport Lewisville, L.P.; SCG LH Disney Orlando, L.P.; SCG LH Fort Myers, L.P.;
    SCG LH Greensboro Airport, L.P.; SCG LH Greensboro, L.P.; SCG LH Greenville, L.P.; SCG LH Gulfport Airport, L.P.; SCG LH Gwinnett,
    L.P.; SCG LH Hattiesburg, L.P.; SCG LH High Point, L.P.; SCG LH Houston 290 Galleria, L.P.; SCG LH Houston Hobby Airport,
    L.P.; SCG LH Houston IAH Airport, L.P.; SCG LH Houston Westchase, L.P.; SCG LH Jacksonville, L.P.; SCG LH Kannapolis, L.P.;
    SCG LH Kennesaw, L.P.; SCG LH Marietta East Lake, L.P.; SCG LH Marietta Town Center Mall, L.P.; SCG LH Murfreesboro, L.P.;
    SCG LH Nashville Madison, L.P.; SCG LH New Orleans Harvey, L.P.; SCG LH New Orleans West Metairie, L.P.; SCG LH Newport News,
    L.P.; SCG LH Orlando UCF, L.P.; SCG LH Plano, L.P.; SCG LH Prattsville, L.P.; SCG LH Raleigh, L.P.; SCG LH Smyrna, L.P.; SCG
    LH Snellville, L.P.; SCG LH Stockbridge, L.P.; SCG LH Sugarland Stafford, L.P.; SCG LH Suwanee, L.P.; SCG LH Tuscaloosa, L.P.	 	360	 	$254,501.95	 	No	 	0.00250%	 	0.00250%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	SOF-IX
    U.S. Holdings, L.P.	 
	3.01	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.02	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.03	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.04	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.05	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.06	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.07	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.08	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.09	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.10	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.11	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.12	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.13	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.14	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.15	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.16	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.17	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.18	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.19	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.20	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.21	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.22	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.23	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.24	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.25	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.26	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.27	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.28	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.29	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.30	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.31	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.32	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.33	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.34	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.35	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.36	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.37	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.38	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.39	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.40	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.41	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.42	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.43	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.44	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.45	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.46	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.47	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.48	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.49	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	3.50	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	4	 	Silverpeak	 	Ellicott
    Owner LLC	 	 	 	$205,405.44	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	ACREG
    Investment Holdings LLC	 	 
	5	 	BNYM	 	MREF
    401 LP	 	 	 	$223,325.93	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Miller
    Real Estate Fund II, LP	 	 
	6	 	Silverpeak	 	Baldwin
    Hills Investors, Ltd.	 	 	 	$130,766.32	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	John
    F. Karubian	 	 
	7	 	Column
    Financial, Inc.	 	Claypool
    Court, LLC	 	 	 	$104,658.68	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee
    & Leasehold	 	No	 	No	 	Melvin
    Simon & Associates, Inc.	 	 
	8	 	Column
    Financial, Inc.	 	Glen
    Rock Landing, LLC	 	 	 	$114,420.66	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Alliant
    Capital, Ltd.	 	 
	9	 	Silverpeak	 	Maitlen
    Drive Cushing OK, LLC; 126th Street North Collinsville OK, LLC; Fishkill Avenue Beacon NY, LLC; Utah Valley Drive American
    Fork UT, LLC	 	 	 	$137,212.23	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Mark
    Weber	 	 
	9.01	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	9.02	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	9.03	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	9.04	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	10	 	JLC	 	MDA
    Mission Two, LLC	 	 	 	$114,885.89	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Michael
    D. Abrams	 	 
	11	 	Column
    Financial, Inc.	 	TPG
    LA Commerce, LLC	 	 	 	$83,037.50	 	 	 	0.00500%	 	0.05000%	 	Actual/360	 	No	 	0.00000%	 	Leasehold	 	No	 	No	 	TH
    Investment Holdings II, LLC	 	 
	12	 	Rialto	 	River-PW
    Hotel Limited Partnership	 	360	 	$84,321.76	 	No	 	0.00250%	 	0.00250%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Hartz
    Financial Corp.	 	 
	13	 	Column
    Financial, Inc.	 	Windwood
    Oaks Tampa Apartments, Ltd.	 	 	 	$76,833.77	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Ronald
    I. Eisenberg	 	 
	14	 	BNYM	 	Stone
    Gables North Carolina, LP	 	 	 	$95,202.86	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Benny
    Tenenbaum	 	 
	15	 	BNYM	 	JAS
    Madison I LLC	 	 	 	$70,779.58	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Leasehold	 	No	 	No	 	James
    A. Smith	 	 
	16	 	Rialto	 	IS-Can
    Ohio X LLLP	 	 	 	$91,445.54	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	 	 	Fee	 	No	 	No	 	Zvi
    Zaffir	 	 
	16.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	16.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	16.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	16.04	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	16.05	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	17	 	BNYM	 	Vesper
    Ames LLC	 	 	 	$67,210.69	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Isaac
    J. Sitt and Elliot Tamir	 	 
	18	 	Column
    Financial, Inc.	 	Ivy
    Ridge Residences LP	 	 	 	$60,379.28	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Ronald
    I. Eisenberg	 	 
	19	 	Rialto	 	Cherry
    Acres MHP, LLC; Hillview MHP, LLC; Arnold RA MHP, LLC; Belle Plaine MHP, LLC; Lecompton MHP, LLC; Emporia MHP, LLC; Wichita
    MHP, LLC; Ruidoso MHP, LLC	 	 	 	$77,302.31	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	David
    H. Reynolds	 	 
	19.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	19.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	19.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	19.04	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	19.05	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	19.06	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	19.07	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 

	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Companion
    Loan Remaining Amortization Term for Balloon Loans	 	 Monthly
    Payment 	 	Serviced
    Whole Loan	 	Servicing
    Fee Rate	 	Subservicing
    Fee	 	Accrual
    Type	 	ARD
    Loan (Y/N)	 	Revised
    Rate (%)	 	Title
    Type	 	Crossed
    Collateralized Loan	 	Cross
    Defaulted Loan	 	Guarantor	 
	19.08	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	20	 	JLC	 	Hill
    Center Acklen, LLC	 	 	 	$73,034.79	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	H.G.
    Hill Company	 	 
	21	 	Silverpeak	 	Austin
    H.I. Borrower LLC	 	 	 	$55,476.62	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	D.
    Kent Casey, Daniel Williams, Kevin Dingle, John Matthew Whelan III	 	 
	22	 	BNYM	 	Gateway
    Plaza 31, LLC	 	 	 	$49,617.19	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Investment
    Concepts, Inc.	 	 
	23	 	Rialto	 	TRT-QL
    Frisco, L.P.	 	 	 	$57,657.33	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Henry
    Tao; Sung K. Ro; Newton Tran	 	 
	24	 	Column
    Financial, Inc.	 	DR
    Spokane City Center LLC	 	 	 	$35,993.06	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	HLT
    Owned VIII Holding LLC and Hilton Domestic Property LLC	 	 
	25	 	Rialto	 	Nationwide
    Communities Pinecrest, Inc.; Nationwide Communities Stonegate, Inc.; Nationwide Communities Vineyards, Inc.	 	 	 	$61,944.41	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Timothy
    Balin; Mervyn Dukatt	 	 
	25.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	25.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	25.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	26	 	BNYM	 	Falcon
    Glen II, LLC	 	 	 	$58,353.52	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	John
    J. Wimmer; Mark J. Wimmer	 	 
	27	 	Rialto	 	Villa
    Broussard, L.L.C.	 	 	 	$43,269.40	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	B.
    Wayne Brown; Edward S. Taylor	 	 
	28	 	JLC	 	ABB
    Campus Sub, LLC; ABB Campus, LLC; CBDD CTO Investments, LLC	 	 	 	$55,250.12	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Robert
    Hayman	 	 
	29	 	BNYM	 	Ginkgo
    Savannah LLC	 	 	 	$36,101.54	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Eric
    S. Rohm; Philip S. Payne	 	 
	30	 	Column
    Financial, Inc.	 	Waubuck
    Seba Partners, LLC	 	 	 	$48,548.85	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Joseph
    R. Wagner 	 	 
	31	 	Column
    Financial, Inc.	 	2540
    Center W Parkway Hotel, LLC	 	 	 	$52,037.92	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Jugal
    Purohit and Chandra Purohit	 	 
	32	 	Column
    Financial, Inc.	 	Northville
    Green Associates, LLC	 	 	 	$42,506.78	 	 	 	0.00500%	 	0.05000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Charles
    W. Corkum; Miles Gordon	 	 
	33	 	Silverpeak	 	BBS
    El Paso Apartments, LP	 	 	 	$29,216.90	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Vernon
    W. Barge, III	 	 
	34	 	Silverpeak	 	Leisure
    Life Senior Apartment Housing, LTD.	 	 	 	$39,307.16	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Charles
    V. Miller, Jr.	 	 
	35	 	Column
    Financial, Inc.	 	Arthur
    Square LLC	 	 	 	$27,095.80	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Michael
    Hardage	 	 
	36	 	Rialto	 	BKNS
    Hospitality, LLC	 	 	 	$36,845.21	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Taraben
    Patel; Alpesh Patel	 	 
	37	 	Column
    Financial, Inc.	 	Magdim
    Lantern LLC	 	 	 	$27,514.41	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Iman
    Kiritsis; Thomas G. Kiritsis, II	 	 
	38	 	Silverpeak	 	Paras
    Hospitality, L.L.C.; MST Hospitality LLC	 	 	 	$33,131.54	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Sanjay
    R. Gandhi; Manisha S. Gandhi	 	 
	38.01	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	38.02	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	39	 	Column
    Financial, Inc.	 	MCP
    Clemson Owner, LLC	 	 	 	$24,135.46	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Beau
    Jaussi; Chad Packard	 	 
	40	 	Rialto	 	Heritage
    Square, LLC	 	 	 	$24,515.83	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Robert
    T. Rasmussen	 	 
	41	 	Rialto	 	E2G
    Properties, LLC	 	 	 	$28,846.67	 	 	 	0.00250%	 	0.05000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	The
    Equity Technology Group, Inc.	 	 
	42	 	Rialto	 	Nirmal
    Investments LLC; SBJ&MG Holdings LLC; Scampy LLC	 	 	 	$20,509.28	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Stephen
    F. Anderson; Donald A. Campbell; Sarosh D. Kumana	 	 
	43	 	Rialto	 	Heritage
    Partners Storage 1, LP	 	 	 	$20,693.47	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Richard
    Gene Patterson; Deno Taylor Maggi; Heritage Partners LLC	 	 
	43.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	43.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	43.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	44	 	Column
    Financial, Inc.	 	Cypress
    Gardens MHP, LLC	 	 	 	$19,720.14	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Kim
    W. Eggleston	 	 
	45	 	Rialto	 	Pokras
    Family Limited Partnership	 	 	 	$20,891.81	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Norman
    M. Pokras; Sheila F. Pokras	 	 
	45.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	45.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Fee	 	 	 	 	 	 	 	 
	46	 	Rialto	 	NB
    Avalon, DST	 	 	 	$20,448.03	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Patrick
    Nelson; Brian Nelson	 	 
	47	 	Rialto	 	The
    Shops at Custer Bridges I LTD	 	 	 	$18,173.96	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Lewis
    Thomas Crowell	 	 
	48	 	Rialto	 	Lakewood
    Forest Houston, TX. LLC	 	 	 	$18,874.39	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Lakeview
    Crossing Shopping Center Dallas, TX. Limited Partnership	 	 
	49	 	Column
    Financial, Inc.	 	Magnolia
    Ridge, LLC	 	 	 	$22,899.47	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Jerry
    Jacobson	 	 
	50	 	JLC	 	Focused
    Chesapeake, LLC	 	 	 	$23,956.78	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Martin
    H. Graff; Martin J. Goldman	 	 
	51	 	Rialto	 	KJH
    Houma LLC	 	 	 	$17,269.91	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Jeffrey
    J. Haen	 	 
	52	 	Rialto	 	Neeshi
    Holding, Inc.; Neeshi Hospitality, Inc.	 	 	 	$24,563.50	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Harish
    S. Amin; Bhanu H. Amin	 	 
	53	 	Rialto	 	Janss
    Northbrook 4, LLC	 	 	 	$16,157.33	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Rubin
    Pachulski Properties 36, LLC	 	 
	54	 	JLC	 	CSRA
    NC MOB, DST	 	 	 	$15,189.32	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Louis
    J. Rogers	 	 
	55	 	Rialto	 	DVC
    Miami, LLC	 	 	 	$13,904.22	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Dennis
    Cieri	 	 
	56	 	Rialto	 	Springfield
    Meadows LIB, LLC	 	 	 	$17,110.61	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Kamal
    H. Shouhayib	 	 
	57	 	BNYM	 	Plover
    Pine Village, LLC	 	 	 	$16,563.67	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Matthew
    J. Ricciardella	 	 
	58	 	BNYM	 	Hot
    Springs Plaza, LLC	 	 	 	$12,003.18	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	James
    J. Morrison, Jr.	 	 
	59	 	Column
    Financial, Inc.	 	Woodland
    MHC LLC	 	 	 	$9,608.26	 	 	 	0.00500%	 	0.00000%	 	Actual/360	 	No	 	0.00000%	 	Fee	 	No	 	No	 	Caddis
    Capital Investments LLC, Trico Fund III LLC	 	 


 



    	 



    	 



    

 

	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Debt Service Reserve	 	Upfront
    Other Reserve
	1	 	Column
    Financial, Inc.	 	Western
    Baltimore - Brandon Woods I, LLC, Western A West CA, LLC, Western A South TX, LLC, Western Hagerstown Distribution Center,
    LLC, Western Upper Marlboro Distribution Center, LLC, Western Hagerstown - Industrial Lane DC, LLC, Western A Midwest IL,
    LLC, Western Crossroads DC, LLC, Western BWI Commerce Center, LLC, Western A Midwest IN, LLC, Western Hollins End Industrial
    Park, LLC, Western BWI Commerce Center II, LLC, Western Brandon Woods DC II, LLC, Western Columbia Park IC, LLC, Western Baltimore
    IC, LLC, Western Somerset IC II, LLC, Western Somerset Industrial Center, LLC, Western A East VA, LLC, Western Center Square
    DC, LLC, Western Pureland DC I, LLC, Western Pureland DC II, LLC, Western Washington (DC) Corporate Center, LLC, Western Englewood
    DC, LLC, Western Clifton DC, LLC, Western A South CO, LLC, Western A Midwest TN, LLC, Western A East VA II, LLC, Western Waterfront
    DC, LLC, Western Landover DC, LLC, Western Capital Beltway CC, LLC, Western I-95 DC, LLC, Western Franklin Square IC I, LLC,
    Western Franklin Square IC II, LLC	 	No
    	 	$0	 	$1,177,541	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0
	1.001	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.002	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.003	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.004	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.005	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.006	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.007	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.008	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.009	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.010	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.011	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.012	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.013	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.014	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.015	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.016	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.017	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.018	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.019	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.020	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.021	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.022	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.023	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.024	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.025	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.026	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.027	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.028	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.029	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.030	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.031	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.032	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.033	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.034	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.035	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.036	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.037	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.038	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.039	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.040	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.041	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.042	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.043	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.044	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.045	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.046	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.047	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.048	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.049	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.050	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.051	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.052	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.053	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.054	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.055	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.056	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.057	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.058	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.059	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.060	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.061	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.062	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.063	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.064	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.065	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.066	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.067	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.068	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.069	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.070	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.071	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.072	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.073	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.074	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.075	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.076	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.077	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.078	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.079	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.080	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.081	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.082	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.083	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.084	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.085	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.086	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.087	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.088	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.089	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.090	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.091	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.092	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.093	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.094	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.095	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.096	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.097	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.098	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.099	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 

	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Debt Service Reserve	 	Upfront
    Other Reserve
	1.100	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.101	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.102	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.103	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.104	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.105	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.106	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.107	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.108	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.109	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.110	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.111	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.112	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.113	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.114	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	JLC	 	Fountain
    Avenue Investments, LLC	 	No
    	 	$0	 	$0	 	$0	 	$0	 	$0	 	$38,000	 	$0	 	$0	 
	3	 	Column
    Financial, Inc.	 	SCG
    LH Anderson, L.P.; SCG LH Auburn, L.P.; SCG LH Austin, L.P.; SCG LH Baton Rouge, L.P.; SCG LH Birmingham, L.P.; SCG LH Bowling
    Green, L.P.; SCG LH Charlotte Matthews, L.P.; SCG LH Chesapeake, L.P.; SCG LH Clarksville, L.P.; SCG LH Colorado Springs,
    L.P.; SCG LH Columbus, L.P.; SCG LH Corpus Christi, L.P.; SCG LH Cumming, L.P.; SCG LH Dallas Garland, L.P.; SCG LH Decatur,
    L.P.; SCG LH Denver Aurora, L.P.; SCG LH DFW Airport Lewisville, L.P.; SCG LH Disney Orlando, L.P.; SCG LH Fort Myers, L.P.;
    SCG LH Greensboro Airport, L.P.; SCG LH Greensboro, L.P.; SCG LH Greenville, L.P.; SCG LH Gulfport Airport, L.P.; SCG LH Gwinnett,
    L.P.; SCG LH Hattiesburg, L.P.; SCG LH High Point, L.P.; SCG LH Houston 290 Galleria, L.P.; SCG LH Houston Hobby Airport,
    L.P.; SCG LH Houston IAH Airport, L.P.; SCG LH Houston Westchase, L.P.; SCG LH Jacksonville, L.P.; SCG LH Kannapolis, L.P.;
    SCG LH Kennesaw, L.P.; SCG LH Marietta East Lake, L.P.; SCG LH Marietta Town Center Mall, L.P.; SCG LH Murfreesboro, L.P.;
    SCG LH Nashville Madison, L.P.; SCG LH New Orleans Harvey, L.P.; SCG LH New Orleans West Metairie, L.P.; SCG LH Newport News,
    L.P.; SCG LH Orlando UCF, L.P.; SCG LH Plano, L.P.; SCG LH Prattsville, L.P.; SCG LH Raleigh, L.P.; SCG LH Smyrna, L.P.; SCG
    LH Snellville, L.P.; SCG LH Stockbridge, L.P.; SCG LH Sugarland Stafford, L.P.; SCG LH Suwanee, L.P.; SCG LH Tuscaloosa, L.P.	 	No	 	$244,725	 	$1,121,206	 	$0	 	$0	 	$0	 	$0	 	$0	 	$6,500,000
	3.01	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.02	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.03	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.04	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.05	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.06	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.07	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.08	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.09	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.10	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.11	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.12	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.13	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.14	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.15	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.16	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.17	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.18	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.19	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.20	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.21	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.22	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.23	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.24	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.25	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.26	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.27	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.28	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.29	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.30	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.31	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.32	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.33	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.34	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.35	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.36	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.37	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.38	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.39	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.40	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.41	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.42	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.43	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.44	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.45	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.46	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.47	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.48	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.49	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.50	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	Silverpeak	 	Ellicott
    Owner LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$219,523	 	$40,726	 	$0	 	$0	 
	5	 	BNYM	 	MREF
    401 LP	 	No	 	$0	 	$150,000	 	$0	 	$0	 	$133,619	 	$0	 	$0	 	$3,439,949	 
	6	 	Silverpeak	 	Baldwin
    Hills Investors, Ltd.	 	No	 	$0	 	$21,844	 	$0	 	$0	 	$85,374	 	$96,470	 	$0	 	$312,041	 
	7	 	Column
    Financial, Inc.	 	Claypool
    Court, LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$11,000,000	 
	8	 	Column
    Financial, Inc.	 	Glen
    Rock Landing, LLC	 	No	 	$6,333	 	$318,287	 	$0	 	$0	 	$0	 	$10,105	 	$0	 	$2,258,500	 
	9	 	Silverpeak	 	Maitlen
    Drive Cushing OK, LLC; 126th Street North Collinsville OK, LLC; Fishkill Avenue Beacon NY, LLC; Utah Valley Drive American
    Fork UT, LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$94,203	 	$35,097	 	$0	 	$2,200,000	 
	9.01	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.02	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.03	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.04	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	JLC	 	MDA
    Mission Two, LLC	 	No
    	 	$0	 	$0	 	$0	 	$65,000	 	$64,520	 	$9,010	 	$0	 	$0	 
	11	 	Column
    Financial, Inc.	 	TPG
    LA Commerce, LLC	 	No	 	$39,617	 	$16,813	 	$0	 	$0	 	$0	 	$90,731	 	$0	 	$3,000,000	 
	12	 	Rialto	 	River-PW
    Hotel Limited Partnership	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$1,700,000	 
	13	 	Column
    Financial, Inc.	 	Windwood
    Oaks Tampa Apartments, Ltd.	 	No	 	$9,680	 	$527,000	 	$0	 	$0	 	$236,367	 	$0	 	$0	 	$0	 
	14	 	BNYM	 	Stone
    Gables North Carolina, LP	 	No	 	$0	 	$0	 	$0	 	$0	 	$39,168	 	$16,376	 	$0	 	$0	 
	15	 	BNYM	 	JAS
    Madison I LLC	 	No	 	$239,000	 	$11,000	 	$31,250	 	$650,000	 	$80,445	 	$3,077	 	$0	 	$46,667	 
	16	 	Rialto	 	IS-Can
    Ohio X LLLP	 	No	 	$0	 	$0	 	$0	 	$350,000	 	$196,657	 	$19,101	 	$0	 	$0	 
	16.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.04	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.05	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	BNYM	 	Vesper
    Ames LLC	 	No	 	$1,904,185	 	$124,000	 	$0	 	$0	 	$41,976	 	$0	 	$0	 	$50,000	 
	18	 	Column
    Financial, Inc.	 	Ivy
    Ridge Residences LP	 	No	 	$4,364	 	$6,469	 	$0	 	$0	 	$182,142	 	$0	 	$0	 	$1,676,529	 
	19	 	Rialto	 	Cherry
    Acres MHP, LLC; Hillview MHP, LLC; Arnold RA MHP, LLC; Belle Plaine MHP, LLC; Lecompton MHP, LLC; Emporia MHP, LLC; Wichita
    MHP, LLC; Ruidoso MHP, LLC	 	No	 	$0	 	$94,375	 	$0	 	$0	 	$80,705	 	$0	 	$0	 	$600,000	 
	19.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.04	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.05	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.06	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.07	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	 



    	 



    

 

	 	 	 	 	 	 	 	 	UPFRONT
    ESCROW
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	Letter
    of Credit	 	Upfront
    CapEx Reserve	 	Upfront
    Eng. Reserve	 	Upfront
    Envir. Reserve	 	Upfront
    TI/LC Reserve	 	Upfront
    RE Tax Reserve	 	Upfront
    Ins. Reserve	 	Upfront
    Debt Service Reserve	 	Upfront
    Other Reserve
	19.08	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	JLC	 	Hill
    Center Acklen, LLC	 	No
    	 	$0	 	$0	 	$0	 	$0	 	$140,269	 	$29,111	 	$0	 	$0	 
	21	 	Silverpeak	 	Austin
    H.I. Borrower LLC	 	No	 	$0	 	$24,825	 	$0	 	$0	 	$333,200	 	$16,624	 	$0	 	$1,050,000	 
	22	 	BNYM	 	Gateway
    Plaza 31, LLC	 	No	 	$0	 	$3,125	 	$0	 	$0	 	$29,902	 	$0	 	$0	 	$0	 
	23	 	Rialto	 	TRT-QL
    Frisco, L.P.	 	No	 	$0	 	$5,000	 	$0	 	$0	 	$0	 	$1,772	 	$0	 	$0	 
	24	 	Column
    Financial, Inc.	 	DR
    Spokane City Center LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 
	25	 	Rialto	 	Nationwide
    Communities Pinecrest, Inc.; Nationwide Communities Stonegate, Inc.; Nationwide Communities Vineyards, Inc.	 	No	 	$0	 	$54,750	 	$0	 	$0	 	$119,982	 	$23,273	 	$0	 	$1,200,000	 
	25.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	BNYM	 	Falcon
    Glen II, LLC	 	No	 	$1,200	 	$0	 	$0	 	$0	 	$15,417	 	$0	 	$0	 	$0	 
	27	 	Rialto	 	Villa
    Broussard, L.L.C.	 	No	 	$0	 	$0	 	$0	 	$0	 	$94,583	 	$49,769	 	$0	 	$0	 
	28	 	JLC	 	ABB
    Campus Sub, LLC; ABB Campus, LLC; CBDD CTO Investments, LLC	 	No
    	 	$0	 	$0	 	$0	 	$0	 	$56,063	 	$0	 	$0	 	$0	 
	29	 	BNYM	 	Ginkgo
    Savannah LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 
	30	 	Column
    Financial, Inc.	 	Waubuck
    Seba Partners, LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$86,053	 	$24,823	 	$0	 	$1,500	 
	31	 	Column
    Financial, Inc.	 	2540
    Center W Parkway Hotel, LLC	 	No	 	$9,469	 	$0	 	$0	 	$0	 	$49,820	 	$3,038	 	$0	 	$430,000	 
	32	 	Column
    Financial, Inc.	 	Northville
    Green Associates, LLC	 	No	 	$1,478	 	$0	 	$0	 	$7,372	 	$75,193	 	$8,168	 	$0	 	$850,000	 
	33	 	Silverpeak	 	BBS
    El Paso Apartments, LP	 	No	 	$0	 	$62,450	 	$0	 	$0	 	$248,411	 	$10,688	 	$0	 	$0	 
	34	 	Silverpeak	 	Leisure
    Life Senior Apartment Housing, LTD.	 	No	 	$0	 	$52,094	 	$0	 	$0	 	$140,111	 	$57,172	 	$0	 	$250,000	 
	35	 	Column
    Financial, Inc.	 	Arthur
    Square LLC	 	No	 	$4,708	 	$13,055	 	$0	 	$0	 	$56,366	 	$19,285	 	$0	 	$237,300	 
	36	 	Rialto	 	BKNS
    Hospitality, LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$9,627	 	$20,905	 	$0	 	$830,000	 
	37	 	Column
    Financial, Inc.	 	Magdim
    Lantern LLC	 	No	 	$917	 	$16,563	 	$0	 	$0	 	$15,303	 	$15,324	 	$0	 	$0	 
	38	 	Silverpeak	 	Paras
    Hospitality, L.L.C.; MST Hospitality LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$32,347	 	$0	 	$496,524	 
	38.01	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38.02	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	Column
    Financial, Inc.	 	MCP
    Clemson Owner, LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$16,215	 	$4,895	 	$0	 	$0	 
	40	 	Rialto	 	Heritage
    Square, LLC	 	No	 	$0	 	$16,500	 	$0	 	$0	 	$46,690	 	$2,990	 	$0	 	$0	 
	41	 	Rialto	 	E2G
    Properties, LLC	 	No	 	$0	 	$18,500	 	$0	 	$1,200,000	 	$146,444	 	$10,228	 	$0	 	$0	 
	42	 	Rialto	 	Nirmal
    Investments LLC; SBJ&MG Holdings LLC; Scampy LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 
	43	 	Rialto	 	Heritage
    Partners Storage 1, LP	 	No	 	$108,744	 	$16,256	 	$0	 	$0	 	$129,279	 	$3,641	 	$0	 	$0	 
	43.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	Column
    Financial, Inc.	 	Cypress
    Gardens MHP, LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$4,059	 	$3,864	 	$0	 	$5,000	 
	45	 	Rialto	 	Pokras
    Family Limited Partnership	 	No	 	$0	 	$41,100	 	$462,300	 	$75,000	 	$5,181	 	$5,956	 	$0	 	$0	 
	45.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	 	Rialto	 	NB
    Avalon, DST	 	No	 	$180,000	 	$8,563	 	$0	 	$0	 	$21,395	 	$4,803	 	$0	 	$150,000	 
	47	 	Rialto	 	The
    Shops at Custer Bridges I LTD	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$8,442	 	$0	 	$0	 
	48	 	Rialto	 	Lakewood
    Forest Houston, TX. LLC	 	No	 	$0	 	$0	 	$0	 	$237,093	 	$100,557	 	$7,280	 	$0	 	$0	 
	49	 	Column
    Financial, Inc.	 	Magnolia
    Ridge, LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$8,130	 	$3,020	 	$0	 	$0	 
	50	 	JLC	 	Focused
    Chesapeake, LLC	 	No
    	 	$0	 	$100,000	 	$0	 	$260,000	 	$21,000	 	$20,000	 	$0	 	$25,000	 
	51	 	Rialto	 	KJH
    Houma LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$0	 	$22,794	 	$0	 	$0	 
	52	 	Rialto	 	Neeshi
    Holding, Inc.; Neeshi Hospitality, Inc.	 	No	 	$150,000	 	$7,125	 	$0	 	$0	 	$38,146	 	$4,864	 	$0	 	$0	 
	53	 	Rialto	 	Janss
    Northbrook 4, LLC	 	No	 	$0	 	$56,250	 	$0	 	$0	 	$18,623	 	$0	 	$0	 	$0	 
	54	 	JLC	 	CSRA
    NC MOB, DST	 	No
    	 	$32,048	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 	$0	 
	55	 	Rialto	 	DVC
    Miami, LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$17,592	 	$3,021	 	$0	 	$0	 
	56	 	Rialto	 	Springfield
    Meadows LIB, LLC	 	No	 	$0	 	$18,726	 	$0	 	$0	 	$13,930	 	$1,549	 	$0	 	$7,525	 
	57	 	BNYM	 	Plover
    Pine Village, LLC	 	No	 	$0	 	$0	 	$0	 	$0	 	$6,641	 	$0	 	$0	 	$0	 
	58	 	BNYM	 	Hot
    Springs Plaza, LLC	 	No	 	$300	 	$28,438	 	$0	 	$25,000	 	$16,194	 	$5,794	 	$0	 	$315,000	 
	59	 	Column
    Financial, Inc.	 	Woodland
    MHC LLC	 	No	 	$0	 	$6,250	 	$0	 	$0	 	$2,542	 	$1,261	 	$0	 	$0	 


 



    	 



    	 



    

 

	 	 	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Debt Service Reserve 	 	 Monthly
    Other Reserve 	 	Grace
    (Late Payment)	 	Cash-Management
    Account or Lockbox In-place	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date	 
	1	 	Column
    Financial, Inc.	 	Western
    Baltimore - Brandon Woods I, LLC, Western A West CA, LLC, Western A South TX, LLC, Western Hagerstown Distribution Center,
    LLC, Western Upper Marlboro Distribution Center, LLC, Western Hagerstown - Industrial Lane DC, LLC, Western A Midwest IL,
    LLC, Western Crossroads DC, LLC, Western BWI Commerce Center, LLC, Western A Midwest IN, LLC, Western Hollins End Industrial
    Park, LLC, Western BWI Commerce Center II, LLC, Western Brandon Woods DC II, LLC, Western Columbia Park IC, LLC, Western Baltimore
    IC, LLC, Western Somerset IC II, LLC, Western Somerset Industrial Center, LLC, Western A East VA, LLC, Western Center Square
    DC, LLC, Western Pureland DC I, LLC, Western Pureland DC II, LLC, Western Washington (DC) Corporate Center, LLC, Western Englewood
    DC, LLC, Western Clifton DC, LLC, Western A South CO, LLC, Western A Midwest TN, LLC, Western A East VA II, LLC, Western Waterfront
    DC, LLC, Western Landover DC, LLC, Western Capital Beltway CC, LLC, Western I-95 DC, LLC, Western Franklin Square IC I, LLC,
    Western Franklin Square IC II, LLC	 	 	 	Springing	 	$0	 	Springing	 	Springing	 	Springing	 	$0	 	$0	 	0   	 	Yes	 	Industrial	 	No	 	11/6/2025	 
	1.001	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.002	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.003	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.004	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.005	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.006	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.007	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.008	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.009	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.010	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.011	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.012	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.013	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.014	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.015	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.016	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.017	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.018	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.019	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.020	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.021	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.022	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.023	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.024	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.025	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.026	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.027	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.028	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.029	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.030	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.031	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.032	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.033	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.034	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.035	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.036	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.037	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.038	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.039	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.040	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.041	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.042	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.043	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.044	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.045	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.046	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.047	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.048	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.049	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.050	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.051	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.052	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.053	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.054	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.055	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.056	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.057	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.058	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.059	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.060	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.061	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.062	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.063	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.064	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.065	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.066	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.067	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.068	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.069	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.070	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.071	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.072	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.073	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.074	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.075	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.076	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.077	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.078	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.079	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.080	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.081	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.082	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.083	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.084	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.085	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.086	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.087	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.088	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.089	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.090	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.091	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.092	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.093	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.094	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.095	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.096	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.097	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.098	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.099	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 


 



    	 



    	 



    

 

	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Debt Service Reserve 	 	 Monthly
    Other Reserve 	 	Grace
    (Late Payment)	 	Cash-Management
    Account or Lockbox In-place	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date	 
	1.100	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.101	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.102	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.103	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.104	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.105	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.106	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.107	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.108	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.109	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.110	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.111	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.112	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.113	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	1.114	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	2	 	JLC	 	Fountain
    Avenue Investments, LLC	 	3484.01	 	$0	 	$0	 	$10,433	 	$12,149	 	$0	 	Springing	 	0   	 	Yes	 	Industrial	 	Yes	 	5/6/2030	 	 
	3	 	Column
    Financial, Inc.	 	 SCG
    LH Anderson, L.P.; SCG LH Auburn, L.P.; SCG LH Austin, L.P.; SCG LH Baton Rouge, L.P.; SCG LH Birmingham, L.P.; SCG LH Bowling
    Green, L.P.; SCG LH Charlotte Matthews, L.P.; SCG LH Chesapeake, L.P.; SCG LH Clarksville, L.P.; SCG LH Colorado Springs,
    L.P.; SCG LH Columbus, L.P.; SCG LH Corpus Christi, L.P.; SCG LH Cumming, L.P.; SCG LH Dallas Garland, L.P.; SCG LH Decatur,
    L.P.; SCG LH Denver Aurora, L.P.; SCG LH DFW Airport Lewisville, L.P.; SCG LH Disney Orlando, L.P.; SCG LH Fort Myers, L.P.;
    SCG LH Greensboro Airport, L.P.; SCG LH Greensboro, L.P.; SCG LH Greenville, L.P.; SCG LH Gulfport Airport, L.P.; SCG LH Gwinnett,
    L.P.; SCG LH Hattiesburg, L.P.; SCG LH High Point, L.P.; SCG LH Houston 290 Galleria, L.P.; SCG LH Houston Hobby Airport,
    L.P.; SCG LH Houston IAH Airport, L.P.; SCG LH Houston Westchase, L.P.; SCG LH Jacksonville, L.P.; SCG LH Kannapolis, L.P.;
    SCG LH Kennesaw, L.P.; SCG LH Marietta East Lake, L.P.; SCG LH Marietta Town Center Mall, L.P.; SCG LH Murfreesboro, L.P.;
    SCG LH Nashville Madison, L.P.; SCG LH New Orleans Harvey, L.P.; SCG LH New Orleans West Metairie, L.P.; SCG LH Newport News,
    L.P.; SCG LH Orlando UCF, L.P.; SCG LH Plano, L.P.; SCG LH Prattsville, L.P.; SCG LH Raleigh, L.P.; SCG LH Smyrna, L.P.; SCG
    LH Snellville, L.P.; SCG LH Stockbridge, L.P.; SCG LH Sugarland Stafford, L.P.; SCG LH Suwanee, L.P.; SCG LH Tuscaloosa, L.P.	 	4%
    of gross income from operations for the calendar month which is 2 months prior to the applicable payment date	 	$0	 	$0	 	Springing	 	Springing	 	$0	 	$0	 	0   	 	Yes	 	Hotel	 	Yes	 	7/6/2020	 
	3.01	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.02	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.03	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.04	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.05	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.06	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.07	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.08	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.09	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.10	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.11	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.12	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.13	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.14	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.15	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.16	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.17	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.18	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.19	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.20	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.21	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.22	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.23	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.24	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.25	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.26	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.27	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.28	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.29	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.30	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.31	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.32	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.33	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.34	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.35	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.36	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.37	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.38	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.39	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.40	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.41	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.42	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.43	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.44	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.45	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.46	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.47	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.48	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.49	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	3.50	 	Column
    Financial, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	4	 	Silverpeak	 	Ellicott
    Owner LLC	 	Springing	 	$0	 	$0	 	$54,881	 	$4,525	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	11/6/2025	 	 
	5	 	BNYM	 	MREF
    401 LP	 	Springing
    	 	$0	 	$24,233	 	$14,847	 	$9,978	 	$0	 	Springing	 	0   	 	Yes	 	Office	 	Yes	 	10/6/2025	 	 
	6	 	Silverpeak	 	Baldwin
    Hills Investors, Ltd.	 	2118	 	$0	 	$15,141	 	$17,075	 	$8,039	 	$0	 	Springing	 	0   	 	Yes	 	Retail	 	No	 	11/6/2025	 	 
	7	 	Column
    Financial, Inc.	 	Claypool
    Court, LLC	 	1/12
    of 5% of the gross revenue from the hotel portion of the property	 	$0	 	Springing	 	Springing	 	Springing	 	$0	 	$185,333	 	0   	 	Yes	 	Hotel	 	Yes	 	10/6/2025	 	 
	8	 	Column
    Financial, Inc.	 	Glen
    Rock Landing, LLC	 	6333	 	$0	 	$0	 	$28,194	 	$10,105	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	9/6/2025	 	 
	9	 	Silverpeak	 	Maitlen
    Drive Cushing OK, LLC; 126th Street North Collinsville OK, LLC; Fishkill Avenue Beacon NY, LLC; Utah Valley Drive American
    Fork UT, LLC	 	5657	 	$0	 	$9,899	 	Springing	 	Springing	 	$0	 	Springing	 	0   	 	Yes	 	Various	 	Yes	 	11/6/2025	 	 
	9.01	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	9.02	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Office	 	 	 	 	 	 
	9.03	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	9.04	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Industrial	 	 	 	 	 	 
	10	 	JLC	 	MDA
    Mission Two, LLC	 	2318.44	 	$0	 	$1,357	 	$9,218	 	$3,100	 	$0	 	$0	 	0   	 	Yes	 	Office	 	No	 	10/6/2025	 	 
	11	 	Column
    Financial, Inc.	 	TPG
    LA Commerce, LLC	 	Greater
    of (i) 1/12 of 4% of the annual rent of the property for the previous 12 month period as determined on the immediately preceding
    anniversary of the closing date or (ii) monthly amount required pursuant to the Franchise Agreement for the FF&E replacement
    but excluding any amount attributed to PIP	 	$0	 	$0	 	$19,855	 	$15,122	 	$0	 	$0	 	0   	 	Yes	 	Hotel	 	Yes	 	11/6/2022	 	 
	12	 	Rialto	 	River-PW
    Hotel Limited Partnership	 	4%
    of Gross Income from operations for the calendar month that is 2 months prior	 	$0	 	$0	 	Springing	 	Springing	 	$0	 	$0	 	0   	 	Yes	 	Hotel	 	Yes	 	10/6/2025	 	 
	13	 	Column
    Financial, Inc.	 	Windwood
    Oaks Tampa Apartments, Ltd.	 	9680	 	$0	 	$0	 	$18,684	 	$11,487	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	11/6/2025	 	 
	14	 	BNYM	 	Stone
    Gables North Carolina, LP	 	3200	 	$0	 	$0	 	$13,056	 	$2,729	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	11/6/2025	 	 
	15	 	BNYM	 	JAS
    Madison I LLC	 	Springing
    	 	$0	 	Springing	 	$26,815	 	$3,077	 	$0	 	Springing	 	0   	 	Yes	 	Office	 	Yes	 	8/6/2025	 	 
	16	 	Rialto	 	IS-Can
    Ohio X LLLP	 	5793.33	 	$0	 	$14,483	 	$37,459	 	$3,638	 	$0	 	$0	 	0   	 	Yes	 	Office	 	No	 	10/6/2025	 	 
	16.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Office	 	 	 	 	 	 
	16.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Office	 	 	 	 	 	 
	16.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Office	 	 	 	 	 	 
	16.04	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Office	 	 	 	 	 	 
	16.05	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Office	 	 	 	 	 	 
	17	 	BNYM	 	Vesper
    Ames LLC	 	4185	 	$0	 	$0	 	$13,992	 	Springing	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	10/6/2025	 	 
	18	 	Column
    Financial, Inc.	 	Ivy
    Ridge Residences LP	 	4365.41	 	$0	 	$0	 	$16,558	 	$5,995	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	8/6/2020	 	 
	19	 	Rialto	 	Cherry
    Acres MHP, LLC; Hillview MHP, LLC; Arnold RA MHP, LLC; Belle Plaine MHP, LLC; Lecompton MHP, LLC; Emporia MHP, LLC; Wichita
    MHP, LLC; Ruidoso MHP, LLC	 	3923.02	 	$0	 	$0	 	$10,088	 	$4,502	 	$0	 	$0	 	0   	 	Yes	 	Manufactured
    Housing	 	Yes	 	10/6/2025	 	 
	19.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 
	19.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 
	19.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 
	19.04	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 
	19.05	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 
	19.06	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 
	19.07	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 


 



    	 



    	 



    

 

	 	 	 	 	 	 	 PERIODIC
    ESCROW 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID #	 	Originator/Loan
    Seller	 	Mortgagor
    Name	 	 Monthly
    Capex Reserve 	 	 Monthly
    Envir. Reserve 	 	 Monthly
    TI/LC Reserve 	 	 Monthly
    RE Tax Reserve 	 	 Monthly
    Ins. Reserve 	 	 Monthly
    Debt Service Reserve 	 	 Monthly
    Other Reserve 	 	Grace
    (Late Payment)	 	Cash-Management
    Account or Lockbox In-place	 	General
    Property Type	 	Defeasance
    Permitted	 	Final
    Maturity Date	 
	19.08	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured Housing	 	 	 	 	 	 
	20	 	JLC	 	Hill
    Center Acklen, LLC	 	1086	 	$0	 	$1,052	 	$16,215	 	$2,133	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	10/6/2025	 	 
	21	 	Silverpeak	 	Austin
    H.I. Borrower LLC	 	Greater
    of 1/12 of 4% of annual gross revenue or monthly amount required by Franchise Agreement	 	$0	 	$0	 	$33,320	 	$5,541	 	$0	 	Springing	 	0   	 	Yes	 	Hotel	 	Yes	 	10/6/2020	 	 
	22	 	BNYM	 	Gateway
    Plaza 31, LLC	 	781.61	 	$0	 	$3,648	 	$7,476	 	Springing	 	$0	 	$0	 	0   	 	Yes	 	Retail	 	Yes	 	10/6/2025	 	 
	23	 	Rialto	 	TRT-QL
    Frisco, L.P.	 	1024.22	 	$0	 	$4,494	 	$21,648	 	$844	 	$0	 	Springing	 	0   	 	Yes	 	Retail	 	Yes	 	11/6/2025	 	 
	24	 	Column
    Financial, Inc.	 	DR
    Spokane City Center LLC	 	Springing	 	$0	 	$0	 	Springing	 	Springing	 	$0	 	$0	 	0   	 	Yes	 	Hotel	 	Yes	 	10/6/2020	 	 
	25	 	Rialto	 	Nationwide
    Communities Pinecrest, Inc.; Nationwide Communities Stonegate, Inc.; Nationwide Communities Vineyards, Inc.	 	3442.67	 	$0	 	$0	 	$14,284	 	$3,694	 	$0	 	Springing	 	0   	 	Yes	 	Manufactured
    Housing	 	Yes	 	11/6/2025	 	 
	25.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 
	25.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 
	25.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Manufactured
    Housing	 	 	 	 	 	 
	26	 	BNYM	 	Falcon
    Glen II, LLC	 	1200	 	$0	 	$0	 	$15,417	 	Springing	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	11/6/2025	 	 
	27	 	Rialto	 	Villa
    Broussard, L.L.C.	 	1666.67	 	$0	 	$0	 	$7,507	 	$3,950	 	$0	 	Springing	 	0   	 	Yes	 	Multifamily	 	Yes	 	11/6/2025	 	 
	28	 	JLC	 	ABB
    Campus Sub, LLC; ABB Campus, LLC; CBDD CTO Investments, LLC	 	1538.83	 	$0	 	$6,452	 	$17,237	 	$0	 	$0	 	Springing
    	 	0   	 	Yes	 	Industrial	 	Yes	 	10/6/2025	 	 
	29	 	BNYM	 	Ginkgo
    Savannah LLC	 	3583.33	 	$0	 	$0	 	$10,469	 	Springing	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	10/6/2020	 	 
	30	 	Column
    Financial, Inc.	 	Waubuck
    Seba Partners, LLC	 	2342.1	 	$0	 	$0	 	$17,211	 	$3,546	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	10/6/2025	 	 
	31	 	Column
    Financial, Inc.	 	2540
    Center W Parkway Hotel, LLC	 	Prior
    to completion of PIP reserves, 1/12 of 5% times the annual rent of the property for the prior 12 month period.  After
    the completion of PIP reserves, 1/12 of 4% times the annual rent of the property for the prior 12 months	 	$0	 	$0	 	$6,227	 	$3,038	 	$0	 	Springing	 	0   	 	Yes	 	Hotel	 	Yes	 	6/6/2025	 	 
	32	 	Column
    Financial, Inc.	 	Northville
    Green Associates, LLC	 	1478	 	$0	 	$7,372	 	$3,191	 	$1,021	 	$0	 	$9,375	 	0   	 	Yes	 	Retail	 	Yes	 	11/6/2025	 	 
	33	 	Silverpeak	 	BBS
    El Paso Apartments, LP	 	7431	 	$0	 	$0	 	$22,583	 	$5,344	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	11/6/2025	 	 
	34	 	Silverpeak	 	Leisure
    Life Senior Apartment Housing, LTD.	 	5668	 	$0	 	$0	 	$14,011	 	$7,147	 	$0	 	$4,167	 	0   	 	Yes	 	Multifamily	 	Yes	 	11/6/2025	 	 
	35	 	Column
    Financial, Inc.	 	Arthur
    Square LLC	 	4708.33	 	$0	 	$0	 	$6,263	 	$9,643	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	9/6/2025	 	 
	36	 	Rialto	 	BKNS
    Hospitality, LLC	 	Greater
    of 1/12 of 4% of Gross income from Operations or required under the management agreement and the franchise agreement	 	$0	 	$0	 	$9,169	 	$2,212	 	$0	 	$0	 	0   	 	Yes	 	Hotel	 	Yes	 	11/6/2025	 	 
	37	 	Column
    Financial, Inc.	 	Magdim
    Lantern LLC	 	917	 	$0	 	$0	 	$5,101	 	$2,554	 	$0	 	$0	 	0   	 	Yes	 	Manufactured
    Housing	 	Yes	 	11/6/2025	 	 
	38	 	Silverpeak	 	Paras
    Hospitality, L.L.C.; MST Hospitality LLC	 	Greater
    of 1/12 of 4% of annual gross revenue or monthly amount required by Franchise Agreement	 	$0	 	$0	 	$1,919	 	$2,696	 	$0	 	Springing	 	0   	 	Yes	 	Hotel	 	Yes	 	10/6/2025	 	 
	38.01	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	38.02	 	Silverpeak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Hotel	 	 	 	 	 	 
	39	 	Column
    Financial, Inc.	 	MCP
    Clemson Owner, LLC	 	500	 	$0	 	$0	 	$10,674	 	$1,632	 	$0	 	$0	 	0   	 	Yes	 	Multifamily	 	Yes	 	11/6/2025	 	 
	40	 	Rialto	 	Heritage
    Square, LLC	 	895.08	 	$0	 	$884	 	$11,117	 	$949	 	$0	 	$0	 	0   	 	Yes	 	Retail	 	Yes	 	11/6/2025	 	 
	41	 	Rialto	 	E2G
    Properties, LLC	 	2743.25	 	$0	 	Springing	 	$27,894	 	$4,871	 	$0	 	$0	 	0   	 	Yes	 	Office	 	Yes	 	11/6/2025	 	 
	42	 	Rialto	 	Nirmal
    Investments LLC; SBJ&MG Holdings LLC; Scampy LLC	 	Springing	 	$0	 	Springing	 	Springing	 	Springing	 	$0	 	Springing	 	0   	 	Yes	 	Retail	 	Yes	 	10/6/2025	 	 
	43	 	Rialto	 	Heritage
    Partners Storage 1, LP	 	944.5	 	$0	 	$0	 	$12,312	 	$3,468	 	$0	 	$0	 	0   	 	Yes	 	Self
    Storage	 	No	 	11/6/2025	 	 
	43.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self
    Storage	 	 	 	 	 	 
	43.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self
    Storage	 	 	 	 	 	 
	43.03	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Self
    Storage	 	 	 	 	 	 
	44	 	Column
    Financial, Inc.	 	Cypress
    Gardens MHP, LLC	 	545.83	 	$0	 	$0	 	$2,030	 	$966	 	$0	 	$0	 	0   	 	Yes	 	Manufactured
    Housing	 	Yes	 	10/6/2025	 	 
	45	 	Rialto	 	Pokras
    Family Limited Partnership	 	414.71	 	$0	 	$1,447	 	$1,645	 	$1,418	 	$0	 	$0	 	0   	 	Yes	 	Retail	 	Yes	 	10/6/2025	 	 
	45.01	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 	 	 
	45.02	 	Rialto	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Retail	 	 	 	 	 	 
	46	 	Rialto	 	NB
    Avalon, DST	 	2244	 	$0	 	$0	 	$1,698	 	$2,287	 	$0	 	Springing	 	0   	 	Yes	 	Multifamily	 	Yes	 	10/6/2025	 	 
	47	 	Rialto	 	The
    Shops at Custer Bridges I LTD	 	175.66	 	$0	 	$1,171	 	$6,521	 	$1,005	 	$0	 	Springing	 	0   	 	Yes	 	Retail	 	Yes	 	11/6/2025	 	 
	48	 	Rialto	 	Lakewood
    Forest Houston, TX. LLC	 	572.85	 	$0	 	Springing	 	$8,706	 	$990	 	$0	 	$0	 	0   	 	Yes	 	Retail	 	No	 	11/6/2025	 	 
	49	 	Column
    Financial, Inc.	 	Magnolia
    Ridge, LLC	 	200	 	$0	 	$0	 	$4,065	 	$604	 	$0	 	$0	 	0   	 	Yes	 	Manufactured
    Housing	 	Yes	 	11/6/2025	 	 
	50	 	JLC	 	Focused
    Chesapeake, LLC	 	2076	 	$0	 	$3,146	 	$5,800	 	$2,900	 	$0	 	Springing	 	0   	 	Yes	 	Retail	 	Yes	 	11/6/2025	 	 
	51	 	Rialto	 	KJH
    Houma LLC	 	765.17	 	$0	 	$2,515	 	$2,653	 	$3,618	 	$0	 	Springing	 	0   	 	Yes	 	Retail	 	Yes	 	11/6/2025	 	 
	52	 	Rialto	 	Neeshi
    Holding, Inc.; Neeshi Hospitality, Inc.	 	Amount
    equal to or greater of (a) 1/12 of 4% of gross income from operationsduring the calendar year, or (b) aggregate amount required
    under management or franchise agreement	 	$0	 	$0	 	$3,303	 	$772	 	$0	 	$0	 	0   	 	Yes	 	Hotel	 	Yes	 	11/6/2025	 	 
	53	 	Rialto	 	Janss
    Northbrook 4, LLC	 	1388.08	 	$0	 	$1,840	 	$6,208	 	Springing	 	$0	 	Springing	 	0   	 	Yes	 	Retail	 	Yes	 	10/6/2025	 	 
	54	 	JLC	 	CSRA
    NC MOB, DST	 	Springing	 	$0	 	$0	 	 Springing
    	 	Springing	 	$0	 	Springing	 	0   	 	Yes	 	Office	 	Yes	 	11/6/2025	 	 
	55	 	Rialto	 	DVC
    Miami, LLC	 	115.03	 	$0	 	$5,044	 	$2,394	 	$1,439	 	$0	 	Springing	 	0   	 	Yes	 	Retail	 	Yes	 	9/6/2025	 	 
	56	 	Rialto	 	Springfield
    Meadows LIB, LLC	 	516.67	 	$0	 	$0	 	$3,317	 	$369	 	$0	 	$1,075	 	0   	 	Yes	 	Manufactured
    Housing	 	Yes	 	10/6/2025	 	 
	57	 	BNYM	 	Plover
    Pine Village, LLC	 	979	 	$0	 	$0	 	$2,214	 	Springing	 	$0	 	$0	 	0   	 	Yes	 	Manufactured
    Housing	 	Yes	 	10/6/2025	 	 
	58	 	BNYM	 	Hot
    Springs Plaza, LLC	 	300	 	$0	 	$1,000	 	$1,799	 	$579	 	$0	 	$0	 	0   	 	Yes	 	Retail	 	Yes	 	10/6/2025	 	 
	59	 	Column
    Financial, Inc.	 	Woodland
    MHC LLC	 	330.59	 	$0	 	$0	 	$2,542	 	$630	 	$0	 	$0	 	0   	 	Yes	 	Manufactured
    Housing	 	Yes	 	10/6/2025	 	 


 



    	 



    	 



    



 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER 


 


Wells Fargo Bank, National
Association

as Certificate Administrator 


Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: CMBS – CSAIL
2016-C5


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-C5



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Asset Representations Reviewer and
as Operating Advisor, on behalf of the holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-C5 (the “Certificates”) in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates
(the “Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.          Check one of the
following:*


 


☐          The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
(an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity
owners come within such paragraphs and has such knowledge and experience in financial and business matters as to be capable of
evaluating the


 





 



 


*
Purchaser must include one of the following two certifications. 


 






    	Exhibit C-1 



     


    

 


merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting
are each able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring
the Certificates purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited
Investor, as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse
the Trust Fund for any costs incurred by it in connection with this transfer.


 


☐          The
Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule
144A”) under the Securities Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of
Rule 144A.


 


2.          The Purchaser’s
intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer,
resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or for
resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional
Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of
a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable
to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act,
(y) 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 and (z) a written undertaking
to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that
the Certificate (and any subsequent 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 reoffer, resell, pledge or transfer the Certificate only to certain investors in certain exempted
transactions) as expressed herein.


 


3.          The Purchaser has
reviewed the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”) (and, with respect
to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum related
to such Offered Private Certificates) 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 Prospectus.


 


4.          The Purchaser acknowledges
that the 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 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.


 






    	Exhibit C-2 



     


    

 


5.          The Purchaser hereby
undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a 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 Certificate or Certificates, except in compliance with Section 5.03 of the
Pooling and Servicing Agreement.


 


7.          Check one of the
following:**


 


☐          The
Purchaser is a U.S. Tax Person (as defined below) 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 Registrar (or its agent) with respect to distributions to be made on the Certificate. The Purchaser has attached
hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable), which identifies such
Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY
(with all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form),
which identify such Purchaser as the beneficial owner of the Certificate and state that interest and original issue discount on
the Certificate and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser
agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-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 Registrar 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 Registrar.


 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or 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).


 





 



 





**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates. 







 






    	Exhibit C-3 



     


    




 


		8.	Please make all payments due on the Certificates:****



 


		☐	(a)          by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:



 


Bank:_________________________________________________


ABA #:________________________________________________ 


Account #:_____________________________________________ 


Attention:______________________________________________          


 


		☐	(b)          by
mailing a check or draft to the following address:



______________________________________________________          

______________________________________________________          

______________________________________________________          


 


9.          If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more
partnerships, trusts or other pass-through entities by a non-U.S. Person. 


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 


Dated:


 





 



 


****Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000. 


 




    	Exhibit C-4 



     


    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: CMBS – CSAIL
2016-C5


 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C5 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of February 1, 2016, by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Pentalpha
Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor



 





	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:
(i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental unit), (ii) a foreign


 






    	Exhibit D-1-1 



     


    

 


government, any international
organization or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’
cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable income) on any 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), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing
large partnership”, as defined in Section 775 of the Code and (vi) any other Person so designated by the Trustee or
the Certificate Administrator based upon an Opinion of Counsel as provided to the Trustee or the Certificate Administrator (at
no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding or
any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal
tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate
to such Person. The terms “United States,” “State” and “international organization” shall 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 and, to the extent applicable, 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 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.


 






    	Exhibit D-1-2 



     


    

 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐         The transfer of
the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)         the Purchaser
is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from the Class R Certificate will only be taxed in the United States;


 


(ii)        at the time of
the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had
gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the Purchaser
will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i),
in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations
Section 1.860E-1(c)(5); and


 


(iv)       the Purchaser
determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but
not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates
and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None of the above.


 


9.          The Purchaser historically
has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends
to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The Purchaser
understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by
such Certificate.


 


11.        The Purchaser
is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser,
or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer if
it knows or believes that any representation contained in such affidavit and agreement is false.


 






    	Exhibit D-1-3 



     


    

 


12.         The Purchaser
represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted
Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


 


13.          The Purchaser
consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.          The Purchaser
has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.          The Purchaser
consents to the designation of the Certificate Administrator as the agent of the “tax matters person” of each Trust
REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


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:







 




    	Exhibit D-1-4 



     


    

 


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 D-1-5 



     


    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: CMBS – CSAIL
2016-C5


 


Re:          CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5 (the “Certificates”)          


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
February 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities
Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC,
as Asset Representations Reviewer and as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you, as Certificate Registrar, that:


 


(1)          No purpose of
the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


 


(2)          The Transferor
understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)          The Transferor
has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be liable


 






    	Exhibit D-2-1 



     


    

 


for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    	Exhibit D-2-2 



     


    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	

         

	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

Loan No.:	
         

         

	 	 	 
	Custodian
	 
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	
        9062 Old Annapolis Road 

        Columbia, Maryland 21045 

        Attention: Corporate Trust Services (CMBS) CSAIL 2016-C5
Commercial Mortgage Trust 

	 	 	 
	 	Custodian/Trustee

Mortgage File No.:	
         

         

	 	 	 
	Depositor
	 
	 	Name:	Credit Suisse Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	
        11 Madison Avenue

New York, New York 10010 

	 	 	 
	 	Certificates:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5


 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”), for the Holders of CSAIL 2016-C5
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, the documents referred to below (the
“Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings
given them in the Pooling and Servicing Agreement dated as of February 1, 2016, by and among Credit Suisse Commercial Mortgage
Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha
Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor (the “Pooling and Servicing Agreement”).


 






    	Exhibit E-1 



     


    

 


( )          ___________________________


 


( )          ___________________________


 


( )          ___________________________


 


( )          ___________________________


 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1) The [Master
Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Pooling and Servicing Agreement.


 


(2)          The [Master 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 [Master 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
Pooling and Servicing Agreement.


 


(3)          The [Master Servicer]
[Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage Loans
have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted to the Certificate
Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)          The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control. 





 


	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Date: _________


 




    	Exhibit E-2 



     


    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National
Association,

as Certificate Administrator 


Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: CMBS – CSAIL
2016-C5


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 


		Re:	Transfer of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-C5



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the CSAIL 2016-C5 Commercial Mortgage
Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class [E][F][NR] Certificates issued pursuant to that certain
Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by and
among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and
Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          The Purchaser is
not (a) an employee benefit 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), a church plan (as defined in Section
3(33) of ERISA) for which no election has been made under Section 410(d) of the Code, or any other plan subject to any federal,
state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA
or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of any such Plan (including
an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application
of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using
the assets of its “insurance company general


 






    	Exhibit F-1-1 



     


    

 


account” (as such term is defined in Section V(e) of Prohibited Transaction
Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase and holding of Certificates by such
insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of
PTCE 95-60 (or a Plan subject to Similar Law purchasing under circumstances that would not constitute or result in a non-exempt
violation of applicable Similar Law).


 


2.          The Purchaser understands
that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide to the Trustee and Certificate
Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator and the Depositor
to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result
in a “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not
subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Operating
Advisor or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall
not be at the expense of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers or the Trust Fund.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 


	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Date: _________


 




    	Exhibit F-1-2 



     


    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R and class Z CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Administrator 


Sixth Street and Marquette
Avenue 


Minneapolis, Minnesota 55479-0113 


Attention: CMBS – CSAIL
2016-C5 


 


[Transferor] 


[______] 


[______] 


Attention: [______]


 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C5



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the CSAIL 2016-C5 Commercial Mortgage Trust,
Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class [R][Z] Certificates (the “Class [R][Z] Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Asset Representations Reviewer and
as Operating Advisor. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms
in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [R][Z] Certificate, 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) or other plan 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
(including any entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans
and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such
Class [R][Z] Certificate.


 






    	Exhibit F-2-1 



     


    

 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    	Exhibit F-2-2 



     


    

 


EXHIBIT G


 


FORM OF STATEMENT TO CERTIFICATEHOLDERS



[See Annex B to the Prospectus] 


 




    	Exhibit G-1 



     


    

 


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse,
representation or warranty, express or implied, unto “Wells Fargo Bank, National Association, as Trustee for the registered
holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5” (the “Assignee”),
having an office at 9602 Old Annapolis Road, Columbia, Maryland 21045-1951, its successors and assigns, all right, title and interest
of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for
each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment
of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral,
insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and
any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the
Mortgage Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related
to the Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




  




    	Exhibit H-1 



     


    

 


EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry 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 Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States;


 





 



 


		*	Select
appropriate depository.



 






    	Exhibit I-1 



     


    

 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market 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” within the meaning of Rule 902(c) of 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 Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


  


	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 





 



 


		**	Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.






 




    	Exhibit I-2 



     


    

 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry 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 Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement 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,


 






    	Exhibit J-1



    	 



    

 


[(2)         at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person
acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      
  the transaction was executed in, on or through the facilities of a designated offshore securities market 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” within the meaning of Rule 902(c) of 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 Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers. 





 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:



 


Dated: ________


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 


 






 


*          Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit J-2



    	 



    

 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry 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 Book-Entry 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 K-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 Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


  


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:






 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 






    	Exhibit K-2



    	 



    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through
Certificates, Series 2016-C5, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling 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,
as applicable.


 









    	Exhibit L-1



    	 



    

 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


  


	 	Dated:______________
	 	 	 
		By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.






 






    	Exhibit L-2



    	 



    

 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


 


Re:         CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class [__]          


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the
Certificates was not made to a person in the United States;


 





 






 


*          Select
appropriate depository.



 






    	Exhibit M-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” within the meaning of Rule 902(c) of 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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


  


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:






 


Dated: ________


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 


 






 


**          Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    	Exhibit M-2



    	 



    




 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


 


Re:          CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class [__]          


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement 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,


 


[(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,]*





 


 






 


*          Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



 






    	Exhibit N-1



    	 



    

 


[(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” within the meaning of Rule 902(c) of 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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


  


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:






 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 






    	Exhibit N-2



    	 



    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar 


Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


 


Re:          CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class [__]          


 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National
Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry 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


 






    	Exhibit O-1



    	 



    

 


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 Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:






 


Dated: _______


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 






    	Exhibit O-2



    	 



    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C5 Commercial Mortgage Securities Trust 


Email: trustadministrationgroup@wellsfargo.com;

          cts.cmbs.bond.admin@wellsfargo.com




 


CSAIL 2016-C5
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class Certificates          


 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association,
as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any
investment advisor or manager or other representative of the foregoing).


 


2.          The undersigned
is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In the case that
the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned
has received a copy of the Prospectus.


 


4.          The undersigned
is not a Borrower Party.


 


5.          The undersigned
is requesting access pursuant to the Pooling and Servicing 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 Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are


 






    	Exhibit P-1A-1



    	 



    

 


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 Depositor, 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; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. 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.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers 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.


 


7.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






    	Exhibit P-1A-2



    	 



    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class 

Certificateholder)


 


[Date] 


 


	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2016-C5 Commercial Mortgage Securities Trust

        

         
	 	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2016-C5 Commercial Mortgage Securities Trust

         

        Email: trustadministrationgroup@wellsfargo.com

           cts.cmbs.bond.admin@wellsfargo.com 

	 	 	 
	
        Pentalpha Surveillance
LLC 

        375 N. French Road,
Suite 100 

        Amherst, New York
14228 

        Attention: Don Simon,
Chief Operating Officer 
	 	
        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

        Attention: Diane Haislip 

	 	 	 
	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172 

        Attention: Liat Heller

         
	 	
         

         

         

         



CSAIL 2016-C5
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class Certificates          


 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association,
as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.          The undersigned
has received a copy of the Prospectus.


 






    	Exhibit P-1B-1



    	 



    

 


3.          The undersigned
is not a Borrower Party.


 


4.          The undersigned
is requesting access pursuant to the Pooling and Servicing 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 Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(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 Depositor, 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; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          At any time the
undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


8.          [For use with
any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
prepaid].


 






    	Exhibit P-1B-2



    	 



    

 


9.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






    	Exhibit P-1B-3



    	 



    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C5 Commercial Mortgage Securities Trust 


Email: trustadministrationgroup@wellsfargo.com;

          cts.cmbs.bond.admin@wellsfargo.com




 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120, 550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: CSAIL 2016-C5 Asset Manager


 


CSAIL 2016-C5
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class Certificates          


 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association,
as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any
investment advisor or manager or other representative of the foregoing).


 


2.          The undersigned
is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.          In the case that
the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned
has received a copy of the Prospectus.


 


4.          The undersigned
is a Borrower Party.


 


5.          The undersigned
is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration of the
disclosure to the undersigned of


 






    	Exhibit P-1C-1



    	 



    

 


the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statements 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 Distribution Date Statements will not, without the prior written consent of the
Depositor, 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; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements 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.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers 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.


 


7.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






    	Exhibit P-1C-2



    	 



    





 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class 

Certificateholder)


 


[Date]


  


	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C5 Commercial Mortgage Securities Trust 
	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C5 Commercial Mortgage Securities Trust 

        Email: trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com 

	 	 	 
	
        Pentalpha Surveillance
LLC 

        375 N. French Road,
Suite 100 

        Amherst, New York
14228 

        Attention: Don Simon,
Chief Operating Officer 
	 	
        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

        Attention: Diane Haislip

	 	 	 
	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172 

        Attention: Liat Heller 
	 	
         

         

         

         



 


CSAIL 2016-C5
Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class Certificates          


 


In accordance with
the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by
and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association,
as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor, with respect
to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1. The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.          The undersigned
is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 






    	Exhibit P-1D-1



    	 



    

 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.          The undersigned
has received a copy of the Prospectus.


 


4.          Except with respect
to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing
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 Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (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 Depositor, 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; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The undersigned
shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Underwriters, the Initial Purchasers 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.


 


7.          To the extent
the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the


 






    	Exhibit P-1D-2



    	 



    

 


related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.          The undersigned
hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight
courier or (b) mailed by registered mail, postage prepaid].


 


10.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement. 


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






    	Exhibit P-1D-3



    	 



    

  


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date] 


 


	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2016-C5 Commercial Mortgage Securities Trust

        

         
	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C5 Commercial Mortgage Securities Trust 

        Email: trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com 

	 	 	 
	
        Pentalpha Surveillance
LLC 

        375 N. French Road,
Suite 100 

        Amherst, New York
14228 

        Attention: Don Simon,
Chief Operating Officer 
	 	
        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

        Attention: Diane Haislip 

	 	 	 
	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172 

        Attention: Liat Heller 
	 	
         

         

         

         



  


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C5, Class Certificates



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5, Class Certificates REQUIRING
ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 






    	Exhibit P-1E-1



    	 



    

 


1.          The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.          The undersigned
has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded
Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.         As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination Event
is in effect with respect to the Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is
an Excluded Mortgage Loan:


 





	CUSIP	Class	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


 



4.        Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is


 






    	Exhibit P-1E-2



    	 



    

 


 


requesting access pursuant to the Pooling
and Servicing 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 Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (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 Depositor, 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; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives suchInformation (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.          The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the


 






    	Exhibit P-1E-3



    	 



    

 


Certificate Administrator, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial
Purchasers 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.


 


7.          To the
extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal


controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.          The undersigned
shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has
properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s
Website.


 


9.          The undersigned
hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


10.          The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling


 






    	Exhibit P-1E-4



    	 



    

 


Class Loan](s) on the Certificate
Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling
Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing
Agreement.


 


11.          The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.



BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	
	 	





[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]


	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:



 


Dated: ______________











 


cc: Credit Suisse Commercial Mortgage Securities Corp.


  



    	Exhibit P-1E-5



    	 



    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO 

CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        CSAIL 2016-C5 Commercial Mortgage Securities Trust

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank,
National Association, 

        8480 Stagecoach Circle

Frederick, Maryland 21701-4747 

        Attention: CSAIL 2016-C5 Commercial Mortgage Securities Trust

         



		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C5, Class Certificates



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          The undersigned is [the Directing
Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.


 


2.          The undersigned has become a Borrower
Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling
Class Loan](s)”):


 






    	Exhibit P-1F-1



    	 



    

 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.          The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the CSAIL 2016-C5 Commercial Mortgage Securities Trust securitization should be revoked as to such users:  


	 	 

                                                            
	 
	 	 

                                                
	 
	 	 

                                                
	 
	 	 

                                                
	 
	 	 	 






  


4.          The undersigned acknowledges that
it is not permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling
Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer an Excluded Controlling Class
Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination of
the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B
to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 






    	Exhibit P-1F-2



    	 



    

 


	 	





[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]



	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:



  


Dated: ______________


 


cc: Credit Suisse Commercial Mortgage Securities Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





	 
	Name:
	Title:






  



    	Exhibit P-1F-3



    	 



    








 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	
        Wells Fargo Bank,
National Association, 

        Sixth Street and Marquette Avenue 

        Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C5 Commercial Mortgage Securities Trust
	 	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

CSAIL 2016-C5 Commercial Mortgage Securities Trust 

        Email: trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com 

	 	 	 
	
        Pentalpha Surveillance
LLC 

        375 N. French Road,
Suite 100 

        Amherst, New York
14228 

        Attention: Don Simon,
Chief Operating Officer 
	 	
        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211 

        Attention: Diane Haislip 

	 	 	 
	
        Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172 

        Attention: Liat Heller 
	 	
         

         

         

         

	 	 	 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
2016-C5, Class Certificates



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
has been appointed to act as the Directing Certificateholder.


 


2.          The undersigned
is not a Borrower Party.


 


3.          If the undersigned
becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 






    	Exhibit P-1G-1



    	 



    

 


4.          [For use with
any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the
addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	Dated:	 	 


 


cc: Credit Suisse Commercial Mortgage Securities Corp


 




    	Exhibit P-1G-2



    	 



    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


 


Attention:          CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5                                                


 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance
LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


1.          has provided the
Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


2.          has access to the
Depositor’s 17g-5 website; and


 


3.          agrees that any
confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor’s 17g-5 website
shall also be applicable to information obtained from the 17g-5 Information Provider’s Website.


 


The undersigned shall be deemed to have
recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website and
the 17g-5 Information Provider’s Website.


 


Capitalized terms used but not defined
herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory,
as of the date certified.


 




    	Exhibit P-2-1



    	 



    

 ANNEX A


CONFIDENTIALITY AGREEMENT


This Confidentiality Agreement (the
“Confidentiality Agreement”) is made in connection with Credit Suisse Securities (USA) LLC (together with its
affiliates, the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain
financial, operational, structural and other information relating to the issuance of the CSAIL 2016-C5 Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2016-C5 (the “Certificates”) pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit
Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate
Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor and the assets underlying
or referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors,
managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the [section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided by each Furnishing Entity is labeled as
provided by the specific Furnishing Entity.


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you
to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to
maintain the information as confidential; or


is independently
developed by the NRSRO without reference to any Confidential Information.


Information to Be Held in Confidence.


You will use the
Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent
that any information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research
purposes (the “Intended Purpose”).


You acknowledge
that you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:





disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees,
legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the







 






    	Exhibit P-2-2



    	 



    

 





reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that,
prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;


solely
to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential
Information to the NRSRO’s password protected website; and


use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


Disclosures Required by Law.
If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material
to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that
may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.













 






    	Exhibit P-2-3



    	 



    



 





Violations of this Confidentiality
Agreement.


The NRSRO will be
responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


You acknowledge
and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that
any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


Contact Information. Notices
for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee

Email: chuck.lee@credit-suisse.com


 


 



    	Exhibit P-2-4



    	 



    








 






 


 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: CMBS – CSAIL 2016-C5


 


Attention:          CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5                                                


 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at
866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2016
(the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance
LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg L.P., Intex Solutions, Inc., Trepp, LLC, BlackRock
Financial Management Inc., Interactive Data Corporation, CMBS.com, Inc., Markit or Thompson Reuters, a market data provider that
has been given access to the Statements to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com
(“CTSLink”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, 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 CTSLink 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 any of its
Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer 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 P-3-1



    	 



    

 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF, the undersigned
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.


 




    	Exhibit P-3-2



    	 



    

 


EXHIBIT Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


Re:          CSAIL 2016-C5 Commercial
Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5          


 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells
Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor,
the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(b) and (c) of the Pooling and Servicing Agreement, reviewed the documents delivered
to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) all documents specified in clauses
(i) through (v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File,” as applicable,
with respect to the Mortgage Loans are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the
Mortgage Loan Sellers have been reviewed by it or by a Custodian on its behalf and appear regular on their face and appear to be
executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information
set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition
of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.





	 	 	 
	 	Wells Fargo Bank, National Association,
	 	 	as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	Exhibit Q-1



    	 



    

 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007


 


Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004


 


Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172





Attention: Liat Heller

Telecopy number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com





with a copy to:



Attention: Jeff Krasnoff

Telecopy number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com


 


with a copy to:



Attention: Niral Shah

Telecopy number: (305) 229-6425

E-mail: niral.shah@rialtocapital.com


 


with a copy to:


 


Attention: Adam Singer

Telecopy number: (305) 229-6425

E-mail: adam.singer@rialtocapital.com


 






    	Exhibit Q-2



    	 



    

 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211


 


Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 




    	Exhibit Q-3



    	 



    

 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


RECORDING REQUESTED BY: 


[ADDRESS]


 


	 	SPACE ABOVE THIS LINE FOR RECORDER’S
USE






 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wells Fargo Bank, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 as Trustee (the
“Trustee”) pursuant to that Pooling and Servicing Agreement dated as of February 1, 2016 (the “Agreement”)
by and among Credit Suisse Commercial Mortgage Securities Corp., as the Depositor, KeyBank National Association, as the master
servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate
Administrator”), the Trustee, and Pentalpha Surveillance LLC, as Operating Advisor (the “Operating Advisor”)
and Asset Representations Reviewer (“Asset Representations Reviewer”), and the Trustee hereby constitutes and
appoints the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Master Servicer and all properties (“Mortgaged Properties”) administered by
the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect
to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described below may only be executed and
delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein
and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.          The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.          The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued; provided that (i) said modification or re-recording, in either instance, does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the
Agreement.


 






    	Exhibit R-1-1



    	 



    

 


3.          The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.          The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.          The
completion of loan assumption agreements.


 


6.          The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.          The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the mortgage loan
secured and evidenced thereby.


 


8.          The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.          The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in
the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the
initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or
rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 






    	Exhibit R-1-2



    	 



    

 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.
          With respect to the sale of property acquired through a
foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.          The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.          The
execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property or otherwise,
documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
(including agreements and requests by any borrower with respect to modifications of the standards of operation 



 






    	Exhibit R-1-3



    	 



    

 


		 	and management of
such Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of
any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wells Fargo Bank, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wells Fargo Bank, National Association except as specifically provided
for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Wells Fargo Bank, National
Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 






    	Exhibit R-1-4



    	 



    

 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF,
Wells Fargo Bank, National Association, as Trustee for CSAIL 2016-C5 Commercial Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2016-C5 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.





	 	 	 	 	 
	 	 	Wells Fargo Bank, National Association,
as Trustee for CSAIL 2016-C5 Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C5
	 	 	 	 	 
	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	Prepared by:	 
	 	 	 	 
	 	 	 	Name:	 


 





	Witness:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Witness:	 	 	 	 
	 	 	 	 	 


 




    	Exhibit R-1-5



    	 



    

 





	 	 	 
	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of ___________ that the foregoing paragraph is true and correct.


 


Witness my hand and
official seal.





	 	 
	 	Notary
    Public
	 	 
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 



 




    	Exhibit R-1-6



    	 



    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


[ADDRESS]


  





	SPACE ABOVE THIS LINE FOR RECORDER’S
USE






  


LIMITED POWER OF ATTORNEY





 


Wells Fargo Bank, National Association, a national banking
association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and
appoints Special Servicer, and in its name, aforesaid Attorney-In-Fact, by and through any duly appointed authorized representative
appointed by the Board of Directors of (“Special Servicer”), to execute and acknowledge in writing or by facsimile
stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (11)
below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such
documents are required or permitted under the terms of the Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling
and Servicing Agreement”) between Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Master Servicer (the “Master Servicer”), Rialto Capital Advisors, LLC, as Special Servicer (the
“Special Servicer”), Wells Fargo Bank, National Association, as Certificate Administrator, Paying Agent and
Custodian, Wells Fargo Bank, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor, on behalf
of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2016-C5 (the “Trust”)
and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.


  


		1.	Demand, sue for, recover, collect and receive each and every sum of
money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging
to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process or otherwise, including but not
limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements of breach, notices
of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or
local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial foreclosure, actions for
temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and all other tort, contractual
or other claims of whatever nature, including execution of any evidentiary affidavits or verifications in support thereof, as may
be necessary or advisable in any bankruptcy action, state or federal suit or any other action.



  



    	Exhibit R-2-1



    	 



    

 





		2.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee in litigation
and to resolve any litigation where the Special Servicer has an obligation to defend the Trustee, including but not limited to
dismissal, termination, cancellation, rescission and settlement.



  


		3.	Transact business of any kind to preserve the Trustee’s interest in the Mortgage Loans and the Mortgaged Properties.



  


		4.	Obtain an interest in the Mortgage Loans, Mortgaged Properties and/or buildings thereon, as the Trustee’s act and deed,
to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of
a promissory note or performance of any obligation or agreement.



  


		5.	Execute, complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments
regarding the Borrowers, the Mortgage Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel
certificates, financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements,
payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property
adjustment agreements, management agreements, listing agreements, purchase and sale agreements, non-disturbance and attornment
agreements, leasing agreements and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated
instruments, if any, conveying the Mortgaged Properties, in the interest of the Trustee.



  


		6.	Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned
and draw upon, replace, substitute, release or amend letters of credit as Property securing the Mortgage Loans.



  


		7.	For Special Servicer: Execute any document or perform any act described in items (3), (4), and (5) in connection with the termination
of any Trust as necessary to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the
right to obtain ownership of the Loans.



  


		8.	Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish
the Special Servicer’s duties and responsibilities under the Pooling and Servicing Agreement.



 


		9.	Subordinate the lien of a mortgage, deed of trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain, including
but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required for such purpose,
and the execution or requests to the trustees to accomplish the same.



 


		10.	Convey the Property to the mortgage insurer, or close the title to the Property to be acquired as real estate owned, or convey
title to real estate owned property (“REO Property”).



 



    	Exhibit R-2-2



    	 



    

 





		11.	Execute and deliver the following documentation with respect to the sale of REO Property acquired through a foreclosure or
deed-in-lieu of foreclosure, including, without limitation: listing agreements; purchase and sale agreements; grant / limited or
special warranty / quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the property
to a party contracted to purchase same; escrow instructions; and any and all documents necessary to effect the transfer of REO
Property.



  


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do as of [date].


  


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


  


The Special Servicer hereby agrees to indemnify and hold Wells
Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever incurred by the Trustee and its directors, officers, employees and agents by reason or result of the misuse
of this Limited Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Pooling and Servicing Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association,
as Trustee under the Agreement.


  


IN WITNESS WHEREOF, Wells Fargo Bank, National Association,
as Trustee for the benefit of the registered Holders of CSAIL 2016-C5 Commercial Mortgage Trust Commercial Mortgage Pass Through
Certificates, Series 2016-C5 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.








	 	 	 
	 	Wells Fargo Bank, National Association, as Trustee for the benefit of the registered Holders of CSAIL 2016-C5 Commercial Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2016-C5
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 





	Witness:	 	 	 	 
	 	 	 	 	 



 



    	Exhibit R-2-3



    	 



    




  





	Witness:	 	 	 	 
	 	 	 	 	 





  



    	Exhibit R-2-4



    	 



    




 


State of Delaware}


County of ____}


On ________________________, before me,
__________________ ________________Notary Public, personally appeared _____________ _______________, who proved to me on the basis
of


satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


  


I certify under PENALTY OF PERJURY under the laws of the State
of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official seal.


 





	Notary signature	 






 









    	Exhibit R-2-5



    	 



    









 


EXHIBIT S


 


INITIAL COMPANION HOLDERS 


  


	Loan	Companion Holder
	GLP Industrial Portfolio A Loan	
         

        NOTES A-1, A-2, B-1 and B-2

        

        Wells Fargo Bank, National Association for the Holders of CSMC 2015-GLPA Mortgage
        Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-GLPA

         

        Notice Address:



9062 Old Annapolis Road, Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS) – CSMC 2015-GLPA

         

        NOTES A-3-2 and A-4

        

        Column Financial, Inc.

         

        Notice Address:

        

        11 Madison Avenue, 4th Floor, New York, New York 10010, Attention: Dante La Rocca

          

	FedEx Brooklyn Loan 	
        NOTE A-2

        

        Jefferies LoanCore LLC

         

        Notice Address:

         

55 Railroad Avenue, Suite 100,

        Greenwich, Connecticut 06830

          

	Starwood Capital Extended Stay Portfolio Loan	
        NOTE A-1-A



Wells Fargo Bank, National Association for the Holders of CSAIL
2015-C3 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, 




  



    	Exhibit S-1



    	 



    




 





	 	
        Series 2015-C3

          

        Notice Address:

        9062 Old Annapolis Road, Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services – CSAIL 2015-C3

         

        NOTE A-1-B

        

        Column Financial, Inc.

         

        Notice Address:

        

        11 Madison Avenue, 4th Floor, New York, New York 10010, Attention: Dante La Rocca

         

	Sheraton Lincoln Harbor Hotel Loan 	
        NOTE A-1

        

        Wilmington Trust, National Association for the Holders of Wells
        Fargo Commercial Mortgage Trust 2015-C31, Commercial Mortgage Pass-Through Certificates, Series 2015-C31

         

        Notice Address:

        

        1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee: WFCM 2015-C31

          

	Avalon Apartments Loan 	
        JUNIOR NOTE 

        

        Rialto Mortgage Investments, LLC

          

        Notice Address:

        

         

        600 Madison Avenue, 12th Floor,

        New York, New York 10022

          








 






    	Exhibit S-2



    	 



    




  


EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOAN


  


[Date]


  


[NON-SERVICED MORTGAGE LOAN PARTIES]


 


[ADDRESSES]


 


VIA FACSIMILE


 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-C5



 


Dear [__________]:


 


[[NON-SERVICED MASTER
SERVICER], is the master servicer (the “Non-Serviced Master Servicer”) for the [NON-SERVICED WHOLE LOAN] Whole
Loan, as such term is defined under the Pooling and Servicing Agreement, dated February 1, 2016 (the “CSAIL 2016-C5 Pooling
Agreement”) by and among Credit Suisse Commercial Mortgage Securities Corp., as depositor, KeyBank National Association,
as Master Servicer (in such capacity, the “[NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer”), Rialto
Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”),
Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”),
Pentalpha Surveillance LLC, as asset representations reviewer and Pentalpha Surveillance LLC, as Operating Advisor. The Certificate
Administrator hereby directs the Non-Serviced Master Servicer, as follows:]


 


The Non-Serviced Master
Servicer shall remit to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all amounts payable to, and forward, deliver
or otherwise make available, as the case may be, to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all reports, statements,
documents, communications, and other information that are to be forwarded, delivered or otherwise made available to, the holder
of the [NON-SERVICED WHOLE LOAN] Mortgage Loan (as such term is defined in the CSAIL 2016-C5 Pooling Agreement) under the [NON-SERVICED
WHOLE LOAN] Intercreditor Agreement (as defined in the CSAIL 2016-C5 Pooling Agreement).


 


Thank you for your attention
to this matter.


 



    	Exhibit T-1



    	 



    










	 	 	 	 	 	 
	Date:	 	 	 	 
	 	 
	 	Wells Fargo Bank, National Association,
    as Certificate Administrator for the Holders of the CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through
    Certificates, Series 2016-C5
	 	 	 
	 	By: 	 	 
	 	 	Name:
	 	 	Title:







 






    	Exhibit T-2



    	 



    

 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 553-0300



 


Morningstar Credit Ratings, LLC


220 Gibraltar Road, Suite 300


Horsham, Pennsylvania 19044


Attention: CMBS Surveillance





E-mail: cmbsratings@morningstar.com


 


Fitch Ratings, Inc.

One State Street Plaza, 28th Floor

New York, New York 10004

Attention: US CMBS Surveillance


  


		From:	KeyBank National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance
LLC, as Asset Representations Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor.



 


		Date:	_________, 20___



 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

     ____________________



 



    	Exhibit U-1



    	 



    

 





Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)         Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)        Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)          The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)        The
defeasance was consummated on __________, 20__.


 


(iii)        The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)        The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)         The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 



    	Exhibit U-2



    	 



    




 


(vi)        The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)       The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)      The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received
in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of
receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will
not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 


(ix)        The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Statement
to Certificateholders received by us (the “Current Report”).


 



    	Exhibit U-3



    	 



    




 


(x)        The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 


(c)        Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)         Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)         Agree
to provide copies of all items listed in Exhibit B to you upon request.


 



    	Exhibit U-4



    	 



    




 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.








	 	 	 
	 	[________________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	Exhibit U-5



    	 



    

 


EXHIBIT V


 


FORM OF OPERATING ADVISOR ANNUAL REPORT1





 


Report Date: After the occurrence and during the continuance
of a Control Event, this report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of
the Pooling and Servicing Agreement.

Transaction:CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: Rialto Capital Advisors, LLC

Directing Certificateholder: [______]


 


Population
of Mortgage Loans that Were Considered in Compiling this Report


 


The Special
Servicer has notified the Operating Advisor that [·] Specially Serviced Mortgage Loans
were transferred to special servicing in the prior calendar year [INSERT YEAR].


 


[·]
of those Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer as part of the development of an Asset
Status Report.


 


Asset Status
Reports were issued with respect to [·] of such Specially Serviced Mortgage Loans. This
report is based only on the Specially Serviced Mortgage Loans in respect of which an Asset Status Report has been issued. The Asset
Status Reports may not yet be fully implemented.


 


Executive
Summary


 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s operational activities to service certain Specially Serviced Mortgage Loans in
accordance with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are
material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement.
In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 





 



 


1
 This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 






    	Exhibit V-1



    	 



    

 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


Reviewed
the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding
the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction calculations
and [LIST OTHER REVIEWED INFORMATION] for the following [·] Specially Serviced Mortgage
Loans: [List applicable Mortgage Loans]


 


Consulted
with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the
Asset Status Reports (including related net present value calculations and Appraisal Reduction calculations) related to the Specially
Serviced Mortgage Loans should be considered a limited investigation and not be considered a full or limited audit. For instance,
we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices),
re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit
the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and
Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the
discretionary portions of such formulas.


 


Specific
Items of Review


 


The Operating
Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].


 


During
the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues
related to the following Specially Serviced Mortgage Loans: [LIST]. The Operating Advisor participated in discussions and made
strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations
appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor.
Such recommendations generally included the following: [LIST].


 


Appraisal
Reduction calculations and net present value calculations:


 


The Operating
Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations
and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized in connection
with any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course
of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization
by the Special Servicer.


 






    	Exhibit V-2



    	 



    

 


The Operating
Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary
portions of the formula] required to be utilized for such calculation.


 


After consultation
with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.


 


The following
is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].


 


In addition
to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL
ITEMS].


 


Qualifications
Related to the Work Product Undertaken and Opinions Related to this Report


 


The Operating
Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s)
regarding any Specially Serviced Mortgage Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder
directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well
as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report.


 


The Special
Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and
Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 


Confidentiality
and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of the discussions
held between it and the Special Servicer regarding any Specially Serviced Mortgage Loans and certain information it reviewed in
connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant
information that the Operating Advisor is given access to by the Special Servicer.


 


There
are many tasks that the Special Servicer undertakes on an on-going basis related to Specially Serviced Mortgage Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.


 


The Operating
Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should
address such questions to the Certificate Administrator through the Certificate Administrator’s website.


 



    	Exhibit V-3



    	 



    




 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement dated February 1, 2016.


 






    	Exhibit V-4



    	 



    

  


EXHIBIT W





 


Form
of Notice from Operating Advisor Recommending 

Replacement of Special Servicer


 


Wells Fargo Bank, National Association

   as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – CSAIL 2016-C5



 


Wells Fargo Bank, National Association

   as Certificate Administrator


Sixth Street and Marquette Avenue





Minneapolis, Minnesota 55479-0113





Attention: CMBS – CSAIL
2016-C5


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Niral Shah


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer


 


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-C5, 

Recommendation of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing
Agreement”), by and






    	Exhibit W-1



    	 



    

 


among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer,
and Pentalpha Surveillance LLC, as Operating Advisor, on behalf of the holders of CSAIL 2016-C5 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-C5 (the “Certificates”) regarding the replacement of the Special
Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in
the Pooling and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.23 of the Pooling
and Servicing Agreement, it is our assessment that Rialto Capital Advisors, LLC, in its current capacity as Special Servicer, is
not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following
factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Rialto Capital Advisors, LLC be removed as Special Servicer and that [________] be appointed its
successor in such capacity.





	 	 	 	 
	 	Very truly yours,
	 	 	
	 	 
	 	 	[The Operating Advisor]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 







 






    	Exhibit W-2



    	 



    

 







EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip


 



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller



Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Jeff Krasnoff


  


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Niral Shah


  


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Adam Singer


 


		Re:	Access to Certain Information Regarding CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates,
Series 2016-C5



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), among
the Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association,
as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations Reviewer, and Pentalpha Surveillance LLC, as
Operating Advisor. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement.


 


KeyBank National Association (“_____”)/
Rialto Capital Advisors, LLC (“_____”)] understands that [____] (the “Company”) is requesting certain
confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The


 






    	Exhibit X-1



    	 



    

 





[_____] [__], 20[__]

Page 2


  


Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that the Permitted Purpose
shall not include the use or disclosure of the Confidential Information (as defined below) in any manner that violates any applicable
law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


(“_____”) will provide the
Company with certain confidential, non-public servicing information (the “Confidential Information”) pertaining
to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential Information
(a) includes or may be based upon information provided to (“_____”) by third parties, (b) may not have been verified
by (“_____”), and (c) may be incomplete or contain inaccuracies. The Company agrees that (“_____”), the
[“Master Servicer”/”Special Servicer”] (as defined in the Pooling and Servicing Agreement)
and their respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting
from (x) any inaccuracies or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) (“_____”)’s
failure or inability to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the
following will not constitute “Confidential Information” for purposes of this letter agreement: (a) information
that was already in Company’s possession prior to its receipt from (“_____”); (b) information that is obtained
by Company from a third person who, insofar as is known to Company, is not prohibited from transmitting the information to Company
by a contractual, legal or fiduciary obligation to (“_____”); (c) information that is or becomes publicly available
through no fault of Company; and (d) information that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at (“_____”)’s election): (i) responses to reasonable written inquiries received from the
Company, (ii) conference calls conducted on a reasonably scheduled basis with (“_____”)’s surveillance group,
or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or any successor
or replacement system (“System”). (“_____”) may cease or defer providing the Company with Confidential
Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) (“_____”)
determines (in its sole discretion) that such termination is necessary for any reason, including its determination that such action
is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable
law. (“_____”) shall cease to provide the Company with Confidential Information if (“_____”) has actual
knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and (“_____”)
determines that the provision, notice or access to such Confidential Information would violate the accepted servicing practices
or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions
applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access
to the Confidential Information. (“_____”)’s remedies hereunder, at law or at equity, are cumulative and may
be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its


 






    	Exhibit X-2



    	 



    

 


[_____] [__], 20[__]

Page 3


  


Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information
by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement,
may constitute a violation of federal and state securities laws. The Company will take reasonable measures to ensure that each
Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential. The Company shall
be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the Company may subsequently
provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase
of any Certificate or interest therein, but only if such person or entity confirms such ownership interest or prospective ownership
interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and
delivered to the Company an agreement that is substantially similar in form and substance to this Agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, (“_____”) intends at all times to comply with the terms and provisions of the
Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of (“_____”)’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 



    	Exhibit X-3



    	 



    




 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	KeyBank National Association
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





	 	 	 
	 	Rialto Capital Advisors, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





	 	 	 
	CONFIRMED AND AGREED TO:	 
	 	 	 
	[COMPANY NAME]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 







 






    	Exhibit X-4



    	 



    





 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION

 


I, [identifying the certifying
individual], certify that:


 


		4.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of the CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass
Through Certificates, Series 2016-C5 (the “Exchange Act periodic reports”);



 


		5.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		6.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		7.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the Master Servicer and the Special Servicer
have fulfilled their obligations under the Pooling and Servicing Agreement in all material respects; and



 


		8.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
(A) KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, As Trustee, and Pentalpha Surveillance LLC, as Asset Representations Reviewer and Operating Advisor; (B) KeyBank
National Association, as Non Serviced Master Servicer, AEGON USA Realty Advisors, LLC, as Non Serviced Special Servicer, Wells
Fargo Bank, National Association, as Non Serviced Certificate Administrator, and Wells Fargo Bank, National Association, as Non
Serviced Trustee of the GLP Industrial Portfolio A Mortage Loan; (C) Midland Loan Services, a Division of PNC Bank, National Association,
as Non Serviced Master Servicer, Rialto Capital Advisors, LLC, as Non Serviced Special Servicer, Wells Fargo Bank, National Association,
as Non Serviced Certificate Administrator, Wells Fargo Bank,


 



    	Exhibit Y-1



    	 



    

 


National
Association, as Non Serviced Trustee, and Pentalpha Surveillance LLC, as Non Serviced Operating Advisor of the Starwood Capital
Extended Stay Portfolio Mortgage Loan; and (D) Wells Fargo Bank, National Association, as Non Serviced Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Non Serviced Special Servicer, Wells Fargo Bank, National Association,
as Non Serviced Certificate Administrator, Wilmington Trust, National Association, as Non Serviced Trustee, and Trimont Real Estate
Advisors, LLC, as Non Serviced Operating Advisor of the Sheraton Lincoln Harbor Hotel Mortgage Loan. 





	 	 	 	 
	Date:	 	 	 
		 
	 	 
	[NAME OF OFFICER]	 
	(Senior officer in charge of securitization of the depositor)	 







  



    	Exhibit Y-2



    	 



    






 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


Credit Suisse Commercial Mortgage Securities
Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


  


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C5, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2016
(the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance LLC, as
Asset Representations Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor.






 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


  


1.         I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
of the Trust (collectively, with the Form 10-K, the “Reports”);


  


2.          Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


  


3.          Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under
the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special servicer and the Operating Advisor


 



    	Exhibit Z-1-1



    	 



    

 


under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Reports;


  


4.          I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form
10-K and such assessment of compliance is fairly stated in all material respects.





 


This Certification is being signed by me
as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.





	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:







 






    	Exhibit Z-1-2



    	 



    

 


Exhibit
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


  


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


  


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C5, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2016
(the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance LLC, as
Asset Representations Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor.



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


  


1.         I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


  


2.         Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
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 the Form 10-K;


 



    	Exhibit Z-2-1



    	 



    




  


3.         Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the
period covered by the Form 10-K is included in the Master Servicer Periodic Information;


  


4.           I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.         All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is
fairly stated in all material respects.


  


This Certification is being signed by me
as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the Pooling
and Servicing Agreement. 


	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:





 






    	Exhibit Z-2-2



    	 



    




 


Exhibit
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


  


		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2016-C5, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2016
(the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance LLC, as
Asset Representations Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor.



 


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


  


1.         I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


  


2.        
Based on my knowledge, the Special Servicer Periodic Information, 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 the Form 10-K;


  


3.         Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the


 



    	Exhibit Z-3-1



    	 



    

 


Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


  


4.         I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


  


5.         The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


  


6.         All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.





 


This Certification is being signed by me
as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer under the Pooling
and Servicing Agreement.





	 	 	 
	Dated: 	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:





 






    	Exhibit Z-3-2



    	 



    





 


Exhibit
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee





 


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 





		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-C5, issued pursuant to the Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance
LLC, as Asset Representations Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor.



  


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002: 


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.          Based
on my knowledge, the Trustee Periodic Information, 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 the Form 10-K;


 






    	Exhibit Z-4-1



    	 



    




 


3.          Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.          I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee
under the Pooling and Servicing Agreement.





	 	 	 	 
	Dated:	 	 	
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:



 






    	Exhibit Z-4-2



    	 



    




  


Exhibit
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR



  


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 





		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-C5, issued pursuant to the Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance
LLC, as Asset Representations Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor.


  


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002: 


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.          Based
on my knowledge, the Operating Advisor Periodic Information, 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 the Form 10-K;


 






    	Exhibit Z-5-1



    	 



    




 


3.          Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under the Pooling
and Servicing Agreement. 





	 	 	 	 
	Dated:	 	 	
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


  



    	Exhibit Z-5-2



    	 



    




 


Exhibit
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


  


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 





		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-C5, issued pursuant to the Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance
LLC, as Asset Representations Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor.


  


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002: 


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian,
collectively, the “Custodian Periodic Information”);


 


2.          Based
on my knowledge, the Custodian Periodic Information, 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 the Form 10-K;


 






    	Exhibit Z-6-1



    	 



    

  


3.          Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.          I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or
any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing
Agreement. 


	 	 	 	 
	Dated:	 	 	
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:





 






    	Exhibit Z-6-2



    	 



    

 


Exhibit
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER 


 


Credit Suisse Commercial Mortgage Securities Corp.

11 Madison Avenue

New York, New York 10010

Attention: Chuck Lee


 





		Re:	CSAIL 2016-C5 Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2016-C5, issued pursuant to the Pooling and Servicing Agreement dated as of February
1, 2016 (the “Pooling and Servicing Agreement”), among Credit Suisse Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance
LLC, as Asset Representations Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor.


  


I, [identity of certifying individual], hereby certify to the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002: 


 


1.          I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”)
(such information provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic
Information”);


 


2.          Based
on my knowledge, the Asset Representations Reviewer Periodic Information, 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 the Form 10-K;


 






    	Exhibit Z-7-1



    	 



    




 


3.          Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information;


 


4.          The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Asset Representations Reviewer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Asset Representations Reviewer’s assessment of compliance with the Relevant Servicing Criteria in order
to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB;
and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Asset Representations
Reviewer or any Servicing Function Participant retained by the Asset Representations Reviewer (the “Relevant Servicing
Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required
under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material
instances of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance
with servicing criteria is fairly stated in all material respects.


 


This Certification is being signed by me
as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the Asset Representations
Reviewer under the Pooling and Servicing Agreement.





	 	 	 	 
	Dated:	 	 	
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:





 






    	Exhibit Z-7-2



    	 



    

 





EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, 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.	Certificate
                                         Administrator 

        Master
        Servicer

        Special Servicer

        

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer

         Special
        Servicer

        Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator 

        Master
        Servicer

        Special Servicer 

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	 	 	 
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1
	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.	Certificate
                                         Administrator 

        Master
        Servicer

        Special Servicer 







 





 



 1 Only to the extent that the Trustee or the Special Servicer
are required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar
year.


 






    	Exhibit AA-1



    	 



    

 



	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.	Certificate
    Administrator 

    Master Servicer
Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
 Administrator 

 Master Servicer
Special Servicer
	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.	Certificate
        Administrator 

         

        Master
        Servicer

        Special Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
        Administrator

        Operating Advisor

        (with respect to A and B) 

        Asset
        Representations

        Reviewer (with respect to

        A and B)2

         

	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.	Custodian

    Master Servicer

    Special Servicer
	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.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	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.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer





 





 






2
Only to the extent that the Asset Representations Reviewer was required to perform an Asset Review pursuant to the Pooling and
Servicing Agreement during the applicable calendar year.


 






    	Exhibit AA-2



    	 



    




  


	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
        Servicer

        Operating Advisor

         Asset
        Representation Reviewer3 

         

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A







 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




 





3
Only to the extent that the Asset Representations Reviewer was required to perform an Asset Review pursuant to the Pooling and
Servicing Agreement during the applicable calendar year. 


  






    	Exhibit AA-3



    	 



    








EXHIBIT
bb


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing
Agreement) 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 knowledge (and in the case of net operating income information, financial statements, annual operating
statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property
identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor”
after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for
inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the Master
Servicer or the Special Servicer, as the case may be. For this [SERIES DESIGNATION] Pooling and Servicing Agreement, each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item
        1A: Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(13) of Regulation AB

         
	·     Certificate Administrator
	
        Item 1B: Distribution and Pool Performance Information:

         

        ·     Item
        1121(a)(14) of Regulation AB

        ·     Item
        1121(d) of Regulation AB

        ·     Item
        1121(e) of Regulation AB

         
	
        ·     Certificate
        Administrator

         

        ·     Depositor

               ·

        ·     Asset
        Representations Reviewer

	
        Item
        2: Legal Proceedings:

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of 
	
        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)



 






    	Exhibit BB-1



    	 



    

 


	proceedings described therein that are material to security holders)	
        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Operating
        Advisor (as to itself)

         

        ·     Any
        other Reporting Servicer (as to itself)

         

        ·     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds



	·     Depositor
	Item 4: Defaults Upon Senior Securities



	·     Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders



	·     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ·     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist
of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as
applicable), and quarterly and
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)



 






    	Exhibit BB-2



    	 



    

 


	
        annual financial statements of the related Borrower (except
        in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under
        Section 3.12(b) of this Pooling and Servicing Agreement; provided, however, that for a significant obligor under
        item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and,
        if such information for a prior period was required but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in Sponsor Interest in the Securities:

        

        Item 1124 of Regulation AB.

         
	Each Mortgage Loan Seller (as sponsor (as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

         

        ·     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	·     Depositor
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit DD.

        ·     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
        as of the related Distribution Date and the preceding Distribution Date)

        ·     Master
        Servicer (with respect to the balances of each REO Account (to the extent the related information has been



 






    	Exhibit BB-3



    	 



    

 


	 	
        received from the Special Servicer within the time
        period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Certificate Account as of the related Distribution
        Date and the preceding Distribution Date)

        ·     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

        ·     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)
	 
	
        Item 9: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	·     Depositor	 
	
        Item 9: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ·     Certificate
        Administrator

        ·     Depositor

         

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and
        Servicing Agreement

        provided
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.
	 
	
        Item 9: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 9: Exhibits (no. 22):

         
	·     The applicable party that is the “Party Responsible” with respect to Item 5 as set 	 


 






    	Exhibit BB-4



    	 



    

 


	Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	forth above.
	
        Item 9: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.
	·     Depositor
	
        Item
        9: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 
	
        Item 9: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	·     Not Applicable.
	
        Item 9: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	·     Not Applicable.
	Item 9: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K 	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee 


 






    	Exhibit BB-5



    	 



    

 


	Disclosure”.	or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.


 






    	Exhibit BB-6



    	 



    

 


EXHIBIT
cc


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator 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 knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the applicable Master Servicer or Special Servicer, as the case may be. For this [__________] Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	·     Depositor
	
        Item
        9B: Other Information, but only to the extent of any information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD. 
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW


 






    	Exhibit CC-1



    	 



    

 


	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 1 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ·     The
        applicable Mortgage Loan Seller.

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 2 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	·     The Depositor	 


 






    	Exhibit CC-2



    	 



    

 


	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 3 of 3 Parts:

         

        ·     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent
        that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ·     Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ·     Special
        Servicer (as to REO Properties)
	 
	
        Instruction J(2)(c) (Significant Enhancement Provider Information):

         

        ·     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	·     Depositor


 






    	Exhibit CC-3



    	 



    

 


	
        Instruction J(2)(d) (Legal Proceedings):

         

        ·     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)
	
        ·     Master
        Servicer (as to itself)

         

        ·     Special
        Servicer (as to itself)

         

        ·     Certificate
        Administrator (as to itself)

         

        ·     Trustee
        (as to itself)

         

        ·     Depositor
        (as to itself)

         

        ·     Trustee/Certificate
        Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ·     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ·     Originators
        under Item 1110 of Regulation AB

         

        ·     Party
        under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,
	
        ·     Master
        Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ·     Special
        Servicer

        ·     Certificate
        Administrator

        ·     Trustee

        ·     Asset
        Representations Reviewer

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or
        more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of
        the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such
        party



 






    	Exhibit CC-4



    	 



    

 


	
         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 201[_]-[_] transaction) between itself (that is, the particular “Party Responsible”) or any of its
        affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller,
        and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A)
        must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to
        an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if
        it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_] transaction
        or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust;
        provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
        years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
	
        no longer constitutes an originator of 10% or more
        of the assets of the Trust).

        ·     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
        is due.

        ·     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such
        party no longer constitutes a material party for purposes of Regulation AB.

        ·     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
        of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
        the Form 10-K is due.



 






    	Exhibit CC-5



    	 



    

 


	
        it was previously reported as “Additional Form 10-K
        Disclosure”.

         
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any
        affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 201[_]-[_] transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was
	
        ·     The
        Depositor

        ·     Each
        Mortgage Loan Seller



 






    	Exhibit CC-6



    	 



    

 


	
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ·     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_] transaction
        or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the
        one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
        other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two
        prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need
        not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	·     Depositor


 






    	Exhibit CC-7



    	 



    

 


	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ·     Trustee

        ·     Certificate
        Administrator

        ·     Depositor

         

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and
        Servicing Agreement

        provided
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)
	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)
	·     Not Applicable	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12
        of Item 601 of Regulation S-K)
	·     Not Applicable.	 
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	·     Not Applicable	 
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
        S-K)
	·     Not Applicable.	 
	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16
        of Item 601 of Regulation S-K)
	·     Not Applicable	 


 






    	Exhibit CC-8



    	 



    

 


	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18
        of Item 601 of Regulation S-K)
	·     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of
        Regulation S-K)
	·     Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of
        Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	·     Not applicable.	 
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered
        public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	·     Depositor	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling
        and Servicing Agreement.
	
        ·     Master
        Servicer

        ·     Special
        Servicer

        ·     Depositor

        ·     Any
        other Servicing Function Participant

         

        provided,
        however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of
        such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation report.
	 
	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 	 


 






    	Exhibit CC-9



    	 



    

 


	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i)
        of Item 601 of Regulation S-K).
	·     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of
        Regulation S-K).
	·     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria
        for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.12 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	·     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.13 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601
        of Regulation S-K).
	·     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
        (Exhibit No. 36 of Item 601 of Regulation S-K).
	Depositor
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	·     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	·     Not Applicable.


 






    	Exhibit CC-10



    	 



    

 


	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	·     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).	 
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        Wells Fargo Bank, National Association

        Credit Suisse Commercial Mortgage Securities Corp.

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        Wells Fargo Bank, National Association

        Credit Suisse Commercial Mortgage Securities Corp.



 






    	Exhibit CC-11



    	 



    

 


EXHIBIT
dd


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator 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 knowledge of such information (other than information as to itself). Each
of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus
and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no
event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 8-K that
relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special
Servicer, as the case may be. For this [__________] Pooling and Servicing Agreement, each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ·     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

        

        

        ·     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
        8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed
        securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or
        definitive agreement that satisfies all the following 



 






    	Exhibit DD-1



    	 



    

 


	 	conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	·     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	·     Depositor, to the extent of any material agreement not covered in the prior item
	Item 1.03: Bankruptcy or Receivership	·     Depositor
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ·     Depositor

        ·     Certificate
        Administrator

	Item 3.03: Material Modification to Rights 	·     Certificate Administrator


 






    	Exhibit DD-2



    	 



    

 


	of Security Holders	 	 
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	·     Depositor	 
	Item 6.01: ABS Informational and Computational Material	·     Depositor	 
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ·     Trustee

        ·     Depositor
	 
	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ·     Certificate
        Administrator

        ·     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)
	 
	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ·     Master
        Servicer

        ·     Special
        Servicer

        ·     Certificate
        Administrator

        ·     Depositor
	 
	Item 6.03: Change in Credit Enhancement or External Support	
        ·     Depositor

        ·     Certificate
        Administrator
	 
	Item 6.04: Failure to Make a Required Distribution	·     Certificate Administrator	 
	Item 6.05: Securities Act Updating Disclosure	·     Depositor	 
	Item 7.01: Regulation FD Disclosure	·     Depositor	 
	Item 8.01: Other Events	·     Depositor	 
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)
	·     Not applicable	 
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	·     Depositor	 
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	·     Depositor	 
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ·     Certificate
        Administrator

         

        provided,
        in each case, that this shall in no event be construed to make such party 
	 


 






    	Exhibit DD-3



    	 



    

 


	 	responsible for the initial filing of this Pooling and Servicing Agreement
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation
        S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16
        of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of
        Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit
        No. 20 of Item 601 of Regulation S-K)
	·     Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.
	·     Depositor
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	·     Certificate Administrator 
	
        Item 15: Exhibits (no. 99)

        	·     Not Applicable.
	 	 


 






    	Exhibit DD-4



    	 



    

 


	Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	·     Not Applicable.


 






    	Exhibit DD-5



    	 



    

 











EXHIBIT
EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association,


as Certificate Administrator


Sixth Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention: CMBS – CSAIL 2016-C5


 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and Servicing Agreement”),
by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), KeyBank National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance LLC, as Asset Representations
Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor, 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: [               ]. 





	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	cc: Depositor	 










 






    	Exhibit EE-1



    	 



    




 





EXHIBIT
ff


 


INITIAL
SUB-SERVICERS


 


	1.	Bellwether Enterprise Real Estate Capital, LLC



 


	2.	Holliday Fenoglio Fouler, L.P.



 


	3.	Northpoint Capital, L.L.P.



 






    	Exhibit FF-1



    	 



    

 


EXHIBIT
gg


 


SERVICING
FUNCTION PARTICIPANTS


 






    	Exhibit GG-1



    	 



    




 


EXHIBIT
hh


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



CSAIL 2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [KeyBank National Association, as Master Servicer] [Rialto Capital Advisors, LLC, as Special Servicer]
[Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo Bank, National Association, as Trustee,] (the
“Certifying Servicer”), certify to Credit Suisse Commercial Mortgage Securities Corp. and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		9.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] and the Certifying Servicer’s performance under the Pooling
and Servicing Agreement; and



 


		10.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects [throughout such year] [between [__] and [__]].
[To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement:
[SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	 





 


[KeyBank National Association, as Master Servicer]

[Rialto Capital Advisors, LLC, as special servicer]

[Wells Fargo Bank, National Association, as certificate administrator]

[Wells Fargo Bank, National Association, as trustee]


 





	By:	 	 
	 	Name:	 
	 	Title:	 










 






    	Exhibit HH-1



    	 



    

 


EXHIBIT
ii


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


		1.	[Name of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing
compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month
period ending December 31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing
Agreement. The transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer
acted as [a master servicer, special servicer, trustee, certificate administrator, asset representations reviewer] involving commercial
mortgage loans [other than __________________1] (the
“Platform”);



 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 






    	Exhibit II-1



    	 



    

 


1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.


 





	[Date of Certification]	 	 
	 	 	 
	 	[Name of Reporting Servicer] 




	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Exhibit II-2



    	 



    

 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:

Commercial Real Estate Finance Council, Inc.

900 7th Street, NW, Suite 820

Washington, DC 20001

Attn: Stephen M. Renna


 


or by wire transfer to:


 


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

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 






    	Exhibit JJ-1



    	 



    





 


EXHIBIT
kk


 


Form
of Notice of ADDITIONAL

INDEBTEDNESS NOTIFICATION 


 


VIA
E-MAIL: 


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@weilsfargo.com and trustadministratorgroup@wellsfargo.com
 


 


Ref:
CSAIL 2016-C5, Additional Debt Notice for From 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement 


 


	 	Portfolio
    Name	 	Mortgage
    Loan	 	Position
    in Debt Stack	 	Additional
    Debt	 	OPB	 	OPB
    Date	 	Appraised
    Value	 	Appraised
    Value Date	 	Aggregate
    LTV	 	Aggregate
    NCF DSCR	 	Aggregate
    NCF DSCR Date	 	Primary
    Servicer	 	Master
    Servicer	 	Lead
    Servicer	 	Prospectus
    ID
	1	 	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	$
	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	     Total	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	$
	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	     Total	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	$	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	$
	 	 	 	 	 	$	 	 	 	%	 	 	 	 	 	 	 	 	 	 	 	 
	 	     Total	 	 	 	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Exhibit KK-1



    	 



    

 



EXHIBIT
LL


 


[RESERVED]


 






    	Exhibit LL-1



    	 



    

 


EXHIBIT
MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS: 


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: cts.sec.notifications@wellsfargo.com 


 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW** 


 


Wells
Fargo Bank, National Association


as
Certificate Administrator 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:
CMBS – CSAIL 2016-C5 


 


RE:  **Additional
Form [10-D][10-K][8-K] Disclosure** Required 


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor (the “Depositor”),
KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator, Pentalpha Surveillance LLC, as
Asset Representations Reviewer, and Pentalpha Surveillance LLC, as Operating Advisor, 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:


 


[With
respect to the Certificate Account and REO Account balance information:


 


	Account
    Name	Beginning
        Balance as of

        MM/DD/YYYY
	Ending
        Balance as of

        MM/DD/YYYY

	    Certificate
    Account	 	 
	    REO
    Account	 	 





 






    	Exhibit MM-1



    	 



    

 


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: [               ]. 


	 	 	 
	 	[NAME OF PARTY],

    as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:






 


cc:
Depositor


 






    	Exhibit MM-2



    	 



    

 


EXHIBIT
NN


 


Form
of Transferee NOTICE PURSUANT TO 3.23(a)


 


[Date]


 


Wells
Fargo Bank, National Association


as
Certificate Administrator


Sixth
Street and Marquette Avenue


Minneapolis, Minnesota 55479-0113


Attention:
CMBS – CSAIL 2016-C5


 


CSAIL
2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2016-C5 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February
1, 2016, by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Trustee, Pentalpha Surveillance LLC, as Asset Representations Reviewer, and Pentalpha
Surveillance LLC, as Operating Advisor


 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our
                                         name and address is as follows:



 





________________________


 


________________________


 


________________________


 


Contact
Info: [Tel/Email]


 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that
                                         we are not affiliated with the Transferor. To the extent that any Control Event or Consultation
                                         Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder
                                         of its rights under the Pooling and Servicing Agreement, we hereby



 






    	Exhibit NN-1



    	 



    

 


			request
                                         that you reinstate such rights and post a “special notice” on your website
                                         to the following effect:



 


“A
Consultation Termination Event or a Control Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.





	 	 	 
	 	Very truly yours,
	 	
	 	 	(Transferee)
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


  



    	Exhibit NN-2



    	 



    




 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	CSAIL
                                         2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-C5



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations
Reviewer”), has performed an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby
issuing the following Asset Review Report.


 


		1.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion
                                         is that there is [no evidence of a Test failure/evidence of [•] Test failures] with
                                         respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.




	 	 	 
	 	PENTALPHA
    SURVEILLANCE LLC, 

as Asset Representations Reviewer
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


 



 


1  This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 






    	Exhibit OO-1



    	 



    

 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below] 


 


	Test
        failures

         

	Loan
    #	Loan
    Name	R&W

    #	R&W
    Name	Test

    #	Test
    Description	Findings
	[Insert
    Loan

    Number]	[Insert
    Loan

    Name]	44	Lease
    Estoppels	44c	[Insert
    Test Description]	[Insert
    Test findings]
	32	Due
    on Sale or

    Encumbrance	32b	 	 


  






    	Exhibit OO-2



    	 



    

 


EXHIBIT
PP


 


FORM
OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	CSAIL
                                         2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2016-C5



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations
Reviewer”), has performed an Asset Review on each Delinquent Loan identified by the Special Servicer, and is hereby
issuing the following Asset Review Report Summary.


 


		1.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified by the Special Servicer and our conclusion
                                         is that there is [no evidence of a Test failure/evidence of [•] Test failures] with
                                         respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.









	 	 	 
	 	PENTALPHA
    SURVEILLANCE LLC, as Asset Representations Reviewer
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


  





 



 


1  This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.



 


 



    	Exhibit PP-1



    	 



    




 


Exhibit
A 


 


Summary
Scorecard

[Template Example Below]


 


	Test
        failures

         
	 	 	 	 
	Loan
    #	Loan
    Name	Representations

    and Warranty #	Representation
    and Warranty Name	Test
    #
	[Insert
    Loan #]	[Insert
    Loan Name]	44	Lease
    Estoppels	44c
	32	Due
    on Sale or Encumbrance	32b


 



    	Exhibit PP-2



    	 



    

 


EXHIBIT
QQ


 


ASSET
REVIEW PROCEDURES


 


This
Exhibit sets forth Asset Reviewer’s review procedures for each Delinquent Mortgage Loan [item/representation category] listed
below based on the Servicing File delivered by the Master Servicer and/or Special Servicer as applicable for an Asset Review.
Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Agreement. [Review Procedures
to be Negotiated with Operating Advisor for Securitization Transaction]


 






    	Exhibit QQ-1



    	 



    



ASSET
REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement, the Asset Representations Reviewer
(“ARR”) shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with the procedures set forth below (each such procedure,
a “Test”). Capitalized terms used herein but not defined herein have the meaning set forth in the Pooling and
Servicing Agreement or, solely with respect to a representation and warranty, the meaning set forth in the related Mortgage Loan
Purchase Agreement. For the avoidance of doubt, in connection with the performance of the following Tests:


 


	(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the ARR shall not be responsible
                                         for any investigation or review beyond that set forth in the applicable Test related
                                         to such representation and warranty;



 


	(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the ARR will be permitted to engage a qualified consultant (at
                                         the ARR’s own expense) to perform a review of the applicable policy, and will be
                                         allowed to rely upon the conclusions of the consultant when making a determination as
                                         to whether there is a Test pass.



 


	(C)	The
                                         ARR shall be under no duty to provide or obtain a legal opinion, legal review or legal
                                         conclusion;



 


	(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



 


	(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the ARR in testing is the document that is dated as of the Closing Date or,
                                         if none, the document closest prior to the Closing Date;



 


	(F)	With
                                         respect to each representation and warranty and its related Test(s), the ARR shall take
                                         into account any exceptions to such representation and warranty described in a Mortgage
                                         Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed
                                         to have occurred with respect to such Test if the sole reason for not satisfying the
                                         applicable Test is caused by such exception(s); and



 


	(G)	A
                                         failure of a Test could result from (i) an affirmative determination by the ARR that
                                         the Test failed to achieve a Test pass, or (ii) a determination by the ARR that the documentation
                                         included in the Review Materials is not sufficient to perform the Test after the application
                                         of [Section 12.01(b)(vii)], if applicable.



 


	(H)	A
                                         determination by the ARR of a Test pass or a Test failure shall not constitute a determination
                                         by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether
                                         the Trust should enforce any rights it may have against the applicable Mortgage Loan
                                         Seller.



 


The
ARR will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional
procedures on any Delinquent Loan. Notwithstanding the required Tests, the ARR will not be required to review any information
other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited Information. The ARR may, but
is under no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the Pooling and Servicing
Agreement. If the ARR considers Unsolicited Information, the ARR shall take into account such Unsolicited Information, in addition
to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test
pass.


 






    	QQ-1



    	 



    

 





	 	 	 	 
	Representations
    and Warranties	         Test	Review Materials
	1.
    Complete Servicing File. All documents comprising the Servicing File will be or have been delivered to the Master Servicer
    with respect to each Mortgage Loan by the deadlines set forth in the PSA and/or MLPA.	1	Review
    the Servicing File to determine if it includes a signed custodian certification that does not contain any exceptions reported.
    If so determined, it will be a Test pass.	Servicing
    File; Custodian certification
	2.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each
    Mortgage Loan is a whole loan and not an interest in a mortgage loan. Each Mortgage Loan is a senior portion (or a pari passu
    portion of a senior portion) of a whole mortgage loan evidenced by a senior note. Immediately prior to the sale, transfer
    and assignment to depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the mortgage
    loan seller), participation (other than a Mortgage Loan that is part of a Whole Loan) or pledge, and the mortgage loan seller
    had good and marketable title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges,
    pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan)
    (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing
    agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between
    the Master Servicer and the mortgage loan seller), any other ownership interests and other interests on, in or to such Mortgage
    Loan (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA,
    subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing
    Date between the Master Servicer and the mortgage loan seller). The mortgage loan seller has full right and authority to sell,
    assign and transfer each Mortgage Loan, and the assignment to depositor constitutes a legal, valid and binding assignment
    of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering
    such Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided
    in the PSA, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of
    the Closing Date between the Master Servicer and the mortgage loan seller).	2a	Except
    with regard to each Whole Loan and Non-Serviced Mortgage Loan, review the amounts listed on the original Mortgage Note and
    Mortgage to determine if they match the amounts listed on the Mortgage Loan Schedule.  If the amounts are the same,
    then such Mortgage Loan would be considered a whole loan. If there is more than one property then the Mortgage for each property
    would be need to be aggregated. If so determined, it will be a Test pass. 	Mortgage
    Note; Mortgage; Mortgage Loan Schedule
	2b	If
    the Mortgage Loan is a Serviced Mortgage Loan or Non- Serviced Mortgage Loan, review the Mortgage(s), Mortgage Note, loan
    agreement related to the Mortgage Loan (“Loan Agreement”), Mortgage Loan guaranty, Assignment of Leases,
    and Environmental Indemnification Agreement (collectively, the “Mortgage Loan Documents”) or intercreditor
    agreement to determine if it is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan. If
    so determined, it will be a Test pass.	Mortgage
    Loan Documents; Intercreditor agreement
	2c	Review
    any Asset Status Report or Final Asset Status Report (collectively referred to herein as “Collective Asset Status
    Reports”) for a notation or other indication of any claim or assertion regarding the Mortgage Loan Seller not having
    good and marketable title to, or not being the sole owner of, the Mortgage Loan, free and clear of any and all liens, charges,
    pledges, encumbrances, participations (other than with respect to agreements among Mortgage Noteholders with respect to a
    Whole Loan), any other ownership interests and other interests on, in or to such Mortgage Loan (subject to certain agreements
    regarding servicing and/or defeasance successor borrower rights as provided in the Pooling and Servicing Agreement, subservicing
    agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between
    the Master Servicer and the Mortgage Loan Seller). If such a notation or other indication is not found, it will be a Test
    pass.	Collective
    Asset Status Reports


 






    	QQ-2



    	 



    

 


	 	 	 	 
	Representations
    and Warranties	         Test	Review Materials
	 	2d	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding the Mortgage Loan
    Seller not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such a notation or other
    indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	2e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding the assignment
    to the Depositor not constituting a legal, valid and binding assignment of such Mortgage Loan as described in the last sentence
    of representation and warranty 2. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	3.
    Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty
    and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such
    Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to
    any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market
    value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement
    may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting
    the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement
    is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including,
    without limitation, provisions requiring the payment of default interest,	3a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) to determine if it
    contains language indicating that the related Mortgage Note, Mortgage, assignment of leases (if a separate instrument), guaranty
    and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such
    Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to
    any non-recourse provisions contained  in any of the foregoing agreements and any applicable state anti- deficiency
    or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified
    in representation and warranty 3. If so determined, it will be a Test pass.	Mortgagor’s
    Counsel Opinion


 






    	QQ-3



    	 



    

 


	 	 	 	 
	Representations
    and Warranties	         Test	Review Materials
	late
    fees or prepayment/yield maintenance premiums) may be further limited or rendered unenforceable by applicable law, but (subject
    to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid
    as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security provided
    thereby) (clauses (i) and (ii) collectively, the “Insolvency Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right
    of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage
    Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional
    fraud by the mortgage loan seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the
    principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.	3b	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding rights of offset,
    defenses, counterclaims or rights of rescission available to the related Mortgagor with respect to any of the related Mortgage
    Notes, Mortgages or other Mortgage Loan documents, except with respect to any Insolvency Qualifications. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	4.
    Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan contain provisions that render the rights and
    remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits
    of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure
    subject to the limitations set forth in the Insolvency Qualifications.	4	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion to determine if the Mortgage Loan Documents contain provisions
    that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property
    of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable,
    nonjudicial foreclosure subject to the limitations set forth in the Insolvency Qualifications. If so determined, it will be
    a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	5.
    Hospitality Provisions. The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property
    operated pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor
    and franchisor of such property enforceable by the issuing entity against such franchisor, either directly or as an assignee
    of the originator. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates
    a security interest in the revenues of such property for which a	5a	Review
    the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
    the Mortgage File to determine if there exists a franchise agreement and executed comfort letter or other similar agreement
    signed by the Mortgagor and franchisor that is enforceable by the issuing entity against such franchisor, either directly
    or as an assignee of the originator. If so determined with respect to each part of the Test, it will be a Test pass.	Appraisals;
    Franchise agreement; Mortgage File; Comfort letter or similar agreement signed by or from such franchisor


 






    	QQ-4



    	 



    

 


	 	 	 	 
	Representations
    and Warranties	         Test	Review Materials
	UCC
    financing statement has been filed in the appropriate filing office.	5b	If
    the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for
    each Mortgaged Property to determine if there are provisions related to creating a security interest in the revenues of such
    property. Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence
    of filing of any related UCC financing statements, related amendments and continuation statements. If so determined with respect
    to each part of this Test, it will be a Test pass.	UCC
    filings; Appraisals; Mortgage File
	6.
    Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related
    Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage
    Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied,
    canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released
    from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided
    by such Mortgage or the use or operation of such Mortgaged Property; and (c) neither Mortgagor nor guarantor has been released
    from its obligations under the Mortgage Loan. The material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty,
    and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or
    rescinded in any respect since January 7, 2016.	6a	Review
    the Mortgage Loan Documents and Collective Asset Status Reports to determine if the material terms of such documents have
    been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect, except by written
    instruments set forth in the related Mortgage File.  If not so determined, it will be a Test pass.	Mortgage
    Loan Documents; Collective Asset Status Reports
	6b	Review
    the Collective Asset Status Reports and Mortgage Loan Documents to determine if a related mortgaged property, or any portion
    thereof, has been released from the lien of the related Mortgage in any manner which materially interferes with the security
    intended to be provided by such Mortgage or the use or operation of such Mortgaged Property. If not so determined, it will
    be a Test pass.	Collective
    Asset Status Reports; Mortgage Loan Documents
	6c	Review
    the Collective Asset Status Reports for a notation or other indication that either the Mortgagor or Guarantor has been released
    from its obligations under any Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7.   Lien; Valid Assignment.
    Subject to the Insolvency Qualifications, each endorsement and assignment of Mortgage and assignment of Assignment of Leases
    (if a separate instrument from the Mortgage) from the mortgage loan seller constitutes a legal, valid and binding endorsement
    or assignment from the mortgage loan seller. Each related Mortgage and Assignment of Leases is freely assignable without the
    consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable	7a	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion regarding any endorsement
    and assignment of Mortgage and Assignment of Leases not constituting a legal, valid and binding endorsement or assignment
    from the mortgage loan seller, subject to the Insolvency Qualifications. If such a notation or other indication is not found,
    it will be a Test pass.	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	         Test	Review Materials
	first
    lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged
    Property in the principal amount of such Mortgage Loan or Allocated Cut-off Date Loan Amount (subject only to Permitted Encumbrances
    (as defined below)), except as the enforcement thereof may be limited by the Insolvency Qualifications. Such Mortgaged Property
    (subject to Permitted Encumbrances) as of origination was, and as of the Cut-off Date to the mortgage loan seller’s
    knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded
    encumbrances, and to the Seller’s knowledge and subject to the rights of tenants, no rights exist which under law could
    give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those
    which are insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel
    mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid
    and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited
    by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to
    the contrary, no representation is made as to the perfection of any security interest in rents or other personal property
    to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing
    statements is required in order to effect such perfection.

    The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial
    ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject
    to certain agreements regarding servicing as provided in the PSA, subservicing agreements permitted thereunder and that certain
    Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the mortgage loan seller).	7b	Review
    the Mortgage for each property and the Assignment of Leases for each property for provisions to the effect that the related
    Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision
    is found, it will be a Test pass.	Mortgage;
    Assignment of Leases
	7c	Review
    the Title Policy (as defined in representation and warranty 8) to determine if the Mortgage is a first lien on the Mortgagor’s
    interest in the Mortgaged Property.  Compare the amount of the Title Policy to the principal amount of the Mortgage
    Loan or allocated loan amount to determine they are equivalent. If each such determination is made, it will be a Test pass.	Title
    Policy
	7d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ liens, recorded
    materialmen’s liens and other recorded encumbrances. If so determined, it will be a Test pass.	Title
    Policy
	7e	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Cut-off Date,
    the mortgage loan seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’
    liens, recorded materialmen’s liens and other recorded encumbrances. If such a notation or other indication is not found,
    it will be a Test pass.	Collective
    Asset Status Reports
	7f	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, subject to the rights
    of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior
    to or equal with the lien of the related Mortgage, except those which are insured against by a lender’s title insurance
    policy. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	         Test	Review Materials
	 	7g	Review
    the Title Policy to determine if any security agreement, chattel mortgage or equivalent document related to and delivered
    in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject
    to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations
    described in representation 11 below. The foregoing excludes the perfection of any security interest in rents or other personal
    property to the extent that possession or control of such items or actions other than the filing of a UCC financing statements
    is required in order to effect such perfection. If so determined, it will be a Test pass.	Title
    Policy
	7h	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the mortgage loan seller
    did not have good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7i	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the mortgage loan seller
    was not the sole owner of any Mortgage Loan, or that the Mortgage Loan was not free and clear of any pledge, lien, encumbrance
    or security interest. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	7j	Review
    the Collective Asset Status Reports for a notation or other indication of claim or assertion that the assignment did not validly
    and effectively transfer and convey all legal and beneficial ownership of any Mortgage Loans to the Depositor free and clear
    of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test
    pass.	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	         Test	Review Materials
	8.   Permitted Liens; Title Insurance.
    Each Mortgaged Property securing  a Mortgage Loan is covered by an American Land Title Association loan title
    insurance     policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or,
    if such policy     is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a
    “marked up”     commitment, in each case binding on the title insurer) (the “Title Policy”) in
    the original principal amount     of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties,
    an amount equal to at least the     allocated loan amount with respect to the Title Policy for each such property) after all
    advances of principal (including     any advances held in escrow or reserves), that insures for the benefit of the owner of
    the indebtedness secured by the Mortgage,     the first priority lien of the Mortgage, which lien is subject only to (a) the
    lien of current real property taxes, water     charges, sewer rents and assessments not yet due and payable; (b) covenants,
    conditions and restrictions, rights of way, easements     and other matters of public record specifically identified in the
    Title Policy; (c) the exceptions (general and specific)     and exclusions set forth in such  Title Policy;

    (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases
    (including subleases) pertaining to the related Mortgaged Property which the Mortgage Loan documents do not require to be
    subordinated to the lien of such Mortgage; and (f) if the related Mortgage Loan constitutes a cross-collateralized Mortgage
    Loan, the lien of the Mortgage for another Mortgage Loan contained in the same cross-collateralized group, provided that
    none     of which items (a) through (f), individually or in the aggregate, materially interferes with the value, current use
    or operation     of the Mortgaged Property or the security intended to be provided by such Mortgage or with the current
    ability of the related     Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or
    the Mortgagor’s ability     to pay its obligations when they become due (collectively, the
    “Permitted Encumbrances”). Except as contemplated by clause (f) of the preceding sentence, none of
    the Permitted Encumbrances are mortgage liens that     are senior to or coordinate and co-equal with the lien of the related
    Mortgage. Such Title Policy (or, if it has yet to be     issued, the coverage to be provided thereby) is in full force and
    effect, all premiums thereon have been paid and no claims     have been made by the mortgage	8a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
    form of loan title insurance policy approved for use in the applicable jurisdiction. Review to determine if the amount of
    the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount
    after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	8b	Review
    the Title Policy to determine if the first priority lien of the Mortgage is subject only to Permitted Encumbrances. If so
    determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
    to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If
    not so determined, it will be a Test pass.	Title
    Policy
	8d	Review
    the Title Policy and Collective Asset Status Reports for a notation or other indication that the coverage is not in full force
    and effect, that all premiums thereon have not been paid or that claims have been made by any mortgage loan seller. If no
    such notation or other indication is found, it will be a Test pass.	Title
    Policy; Collective Asset Status Reports
	8e	Review
    the Collective Asset Status Reports for a notation or other indication that the mortgage loan seller, or any other holder
    of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	8f	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist),
    that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage. If so determined,
    it will be a Test pass.	Title
    Policy


 






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	Representations
    and Warranties	         Test	Review Materials
	loan
    seller thereunder and no claims have been paid thereunder. Neither the mortgage loan seller, nor to the mortgage loan seller’s
    knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the  coverage
    under such  Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any
    Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion
    may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage,
    and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.	8g	Review
    the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged
    Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist),
    to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous. If so determined,
    it will be a Test pass.	Title
    Policy
	9.   Junior Liens.
    It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens,
    there are no subordinate mortgages or junior liens encumbering the related Mortgaged Property. The mortgage loan seller has
    no knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership interests in the
    Mortgagor.	9a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the Mortgaged Property. If not
    so determined, it will be a Test pass.	Title
    Policy
	9b	Review
    the Collective Asset Status Reports for a notation or other indication that the Mortgage Loan mortgage loan seller had knowledge
    of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership interests in the Mortgagor.
    If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	10.
    Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment
    of Leases (either as a separate instrument or incorporated into the related Mortgage). Each related Assignment of Leases creates
    a valid first-priority collateral assignment of, or a valid	10a	Review
    the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related
    Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Mortgage; Assignment of Leases


 






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	Representations
    and Warranties	         Test	Review Materials
	first-priority
    lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted
    to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases,
    including the right to operate the related leased property, except as the enforcement thereof may be limited by the Insolvency
    Qualifications; no person other than the related Mortgagor owns any interest in any payments due under such lease or leases
    that is superior to or of equal priority with the lender’s interest therein. The related Mortgage or related Assignment
    of Leases, subject to applicable law, provides for, upon an event of default under the Mortgage Loan, a receiver to be appointed
    for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be
    paid directly to the mortgagee.	10b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid
    first-priority collateral assignment of, or a valid first- priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and
    to perform  certain obligations of the lessor under such lease or leases, including the right to operate the related
    leased property, except as the enforcement thereof may be limited by the Insolvency Qualifications; and to determine that
    no person other than the related Mortgagor owns any interest in any payments due under such lease or leases that is superior
    to or of equal priority with the lender’s interest therein. If so determined with respect to each part of this Test,
    it will be a Test pass.	Title
    Policy
	10c	Review
    the Title Policy to determine if any person other than the Mortgagor owns any interest in any payments due under such lease
    or leases that is superior to or of equal priority with the lender’s interest therein. If not so determined, it will
    be a Test pass.	Title
    Policy
	10d	Review
    the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the Mortgage,
    or related Assignment of Leases, provides that upon an event of default under the Mortgage Loan, a receiver is to be appointed
    for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be
    paid directly to the mortgagee. If so determined, it will be a Test pass.	Mortgage;
    Assignment of Leases
	11.
    Financing Statements.  Each Mortgage Loan or related security agreement establishes a valid security
    interest in, and a UCC-1 financing statement has been filed (except, in the case of fixtures, the Mortgage constitutes a fixture
    filing) in all places necessary to perfect a valid	11a	Review
    the Collective Asset Status Reports for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing
    statements. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	         Test	Review Materials
	security
    interest in, the personal property (the creation and perfection of which is governed by the UCC) owned by the Mortgagor and
    necessary to operate any Mortgaged Property in its current use other than (1) non-material personal property, (2) personal
    property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing
    statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each
    UCC-2 or UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing
    office in which such financing statement was filed.	11b	Review
    the Collective Asset Status Reports for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in
    suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports
	12.
    Condition of Property. The mortgage loan seller or the originator of the Mortgage Loan inspected or caused
    to be inspected each related Mortgaged Property within four months of origination of the Mortgage Loan and within twelve months
    of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination
    of each Mortgage Loan no more than twelve months prior to the Cut-off Date, which indicates that, except as set forth in such
    engineering report or with respect to which repairs were required to be reserved for or made, all building systems for the
    improvements of each related Mortgaged Property are in good working order, and further indicates that each related Mortgaged
    Property (a) is free of any material damage, (b) is in good repair and condition, and (c) is free of structural	12a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within four months
    of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering
    report; Property Condition Assessment
	12b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than 12
    months prior to the Cut-off Date.  Review the engineering report to confirm that all building systems for the improvements
    of each Mortgaged Property being in good working order, and free of material damage. If so determined with respect to each
    part of the Test, it will be a Test pass.	Engineering
    report; Property condition assessment


 






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	Representations
    and Warranties	         Test	Review Materials
	defects,
    except to the extent (i) any damage or deficiencies that would not materially and adversely affect the use, operation or value
    of the Mortgaged Property or the security intended to be provided by such Mortgage or repairs with respect to such damage
    or deficiencies estimated to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have been completed;
    or (iii) escrows in an aggregate amount consistent with the standards utilized by the mortgage loan seller with respect to
    similar loans it originates for securitization have been established, which escrows will in all events be in an aggregate
    amount not less than the estimated cost of such repairs. The mortgage loan seller has no knowledge of any material issues
    with the physical condition of the Mortgaged Property that the mortgage loan seller believes would have a material adverse
    effect on the use, operation or value of the Mortgaged Property other than those disclosed in the engineering report and those
    addressed in sub-clauses (i), (ii) and (iii) of the preceding sentence.	12c	Review
    the engineering report or property condition assessment in the Mortgage File dated no more than 12 months prior to the Cut-off
    Date to determine if it provides that each related Mortgaged Property is free of structural defects, except to the extent:
    (i) any damage or deficiencies that would not materially and adversely affect the use, operation or value of the Mortgaged
    Property or the security intended to be provided by such Mortgage or repairs with respect to such damage or deficiencies estimated
    to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have been completed; or (iii) escrows
    in an aggregate amount consistent with the standards utilized by the mortgage loan seller with respect to similar loans it
    originates for securitization have been established, which escrows will in all events be in an aggregate amount not less than
    the estimated cost of such repairs. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	12d	Review
    the Collective Asset Status Reports for a notation or other indication that the mortgage loan seller had knowledge of material
    issues with the physical condition of the Mortgaged Property that the mortgage loan seller believed would have a material
    adverse effect on the use, operation or value of the Mortgaged Property other than those disclosed in the most recently dated
    engineering report and those addressed in sub- clauses (i), (ii) and (iii) of representation and warranty 12. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	         Test	Review Materials
	13.
    Taxes and Assessments.  As of the date of origination and as of the Closing Date, all taxes and
    governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges)
    due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or if
    left unpaid could become a lien on the related Mortgaged Property that would be of equal or superior priority to the lien
    of the Mortgage and that became due and delinquent and owing prior to the Cut-off Date with respect to each related  Mortgaged
    Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute,
    the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably
    estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real property taxes,
    governmental assessments and other outstanding governmental charges shall not be considered delinquent until the date on which
    interest and/or penalties would be payable thereon.	13a	Review
    the Collective Asset Status Reports for a notation or  other indication that all taxes and governmental assessments
    and other outstanding governmental charges due with respect to the Mortgaged Property securing a Mortgage Loan (including,
    without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property)
    as of the Closing Date have been paid, and if the appropriate amount of such taxes or charges is being appealed or is otherwise
    in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax
    or charge and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication is not
    found, it will be a Test pass.	Collective
    Asset Status Reports
	13b	Review
    the Collective Asset Status Reports for a notation or other indication that all taxes and governmental assessments and other
    outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged
    Property (excluding any related personal property) were current as of the Closing Date. If such a notation or other indication
    is found, it will be a Test pass.	Collective
    Asset Status Reports
	14.
    Condemnation. As of the date of origination and to the mortgage loan seller’s knowledge as of the Closing Date,
    there is no proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property that would have
    a material adverse effect on the use or operation of the Mortgaged Property.	14	Review
    the Collective Asset Status Reports for a notation or other indication of any proceeding pending or threatened for the total
    or partial condemnation of such Mortgaged Property as of the origination date, or for a notation or other indication that
    the mortgage loan seller had knowledge as of the Closing Date of any such proceeding. If such a notation or other indication
    is not found, it will be a Test pass.	Collective
    Asset Status Reports


 






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	Representations
    and Warranties	         Test	Review Materials
	15.
    Actions Concerning Mortgage Loan. As of the date of origination and to the mortgage loan seller’s
    knowledge as of the Closing Date, there was no pending, filed or threatened action, suit or proceeding, arbitration or governmental
    investigation involving any Mortgagor, guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected
    to materially and adversely affect (a) title to the Mortgaged Property, (b) the validity or enforceability of the  Mortgage,
    (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform
    under the related guaranty, (e) the use, operation or value of the Mortgaged Property, (f) the principal benefit of the security
    intended to be provided by the Mortgage Loan documents, (g) the current ability of the Mortgaged Property to generate net
    cash flow sufficient to service such Mortgage Loan, or (h) the current principal use of the Mortgaged Property.	15a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the Collective Asset Status Reports for an indication
    of pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor,
    guarantor, or Mortgaged Property that existed on the origination date, and review the Diligence File and the Collective Asset
    Status Reports to determine if the mortgage loan seller had knowledge of same as of the Closing Date. If such an indication
    is not found with respect to each part of this Test, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; Collective Asset Status Reports; Diligence File
	15b	Based
    on the Collective Asset Status Reports, determine if an adverse outcome of any such  pending, filed or threatened
    action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property
    would adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15. If any such adverse outcome
    would not adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15, it will be a Test pass.	Collective
    Asset Status Reports
	16.
    Escrow Deposits.  All escrow deposits and payments required pursuant to each Mortgage Loan (including
    capital improvements and environmental remediation reserves) are in the possession, or under the control, of the mortgage
    loan seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection
    therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents
    are being conveyed by the mortgage loan seller to depositor or its servicer and identified as such with appropriate detail.
    Any and all requirements under the Mortgage Loan as to completion of any material improvements and as to disbursements of
    any funds escrowed for such purpose, which requirements were to have been complied with on or before Closing Date, have been
    complied with in all material respects or the funds so escrowed have not been released unless such release was consistent
    with proper and prudent commercial mortgage servicing practices or such released funds were otherwise used for their intended
    purpose. No other escrow amounts have been released except in accordance with the terms and conditions of	16a	Review
    the Collective Asset Status Reports for a notation or other indication of any escrow deposits and payments required pursuant
    to the Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found,
    it will be a Test pass.	Collective
    Asset Status Reports
	16b	Review
    the Servicing File and the Collective Asset Status Reports to determine if all escrows and deposits required pursuant to the
    Mortgage Loan have been conveyed to the depositor or its servicer. If so determined, it will be a Test pass.	Servicing
    File; Collective Asset Status Reports
	16c	Review
    the Servicing File and the Collective Asset Status Reports for a notation or other indication that the requirements under
    the Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose
    on or before the Closing Date have not been complied with in all material respects. If such a notation or other indication
    is not found, it will be a Test pass.	Servicing
    File; Collective Asset Status Reports


 






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	Representations
    and Warranties	         Test	Review Materials
	the
    related Mortgage Loan documents.	16d	Review
    the Servicing File and the Collective Asset Status Reports to determine if an escrow release has been made that was not in
    accordance with the terms of the Mortgage Loan Documents.  If not so determined, it will be a Test pass.	Servicing
    File; Collective Asset Status Reports
	17.
    No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed
    as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount
    of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction
    of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged
    Property), and any requirements or conditions to disbursements of any loan proceeds held in escrow have been satisfied with
    respect to any disbursement of any such escrow fund prior to the Cut-off Date.	17a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
    amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	17b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the lender, or that any requirements
    or conditions to disbursements of any loan proceeds held in escrow have been satisfied prior to the Cut-off Date. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	18.
    Insurance.  Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be,
    insured     by a property insurance policy providing coverage for loss in accordance with coverage found under a
    “special cause     of loss form” or “all-risk form” that includes replacement cost valuation issued
    by an insurer meeting the     requirements of the related Mortgage Loan documents and having a claims-paying or financial
    strength rating of at least “A-:VIII”     (for a Mortgage Loan with a principal balance below $35 million) and
    “A:VIII” (for a Mortgage Loan with a principal     balance of $35  million or more) from A.M. Best
    Company or “A3” (or the equivalent) from Moody’s     Investors Service, Inc. or “A-” from
    Standard & Poor’s Ratings Services (collectively the “Insurance     Rating Requirements”),
    in an amount not less than the lesser of (1) the original principal balance of the Mortgage     Loan and (2) the full
    insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and     equipment owned by
    the  mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation),     but, in
    any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation     of
    any coinsurance provisions with respect to the related Mortgaged Property. Each related Mortgaged Property is also covered,
    and required to be covered pursuant to the related Mortgage Loan documents,     by business	18a	Review
    the insurance consultant report to determine if it shows that the Mortgaged Property is insured by a property insurance policy
    providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the Mortgage Loan Documents
    and the Insurance Rating Requirements, in an amount not less than the lesser of (1) the original principal balance of any
    Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures
    and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation),
    but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation
    of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	Insurance
    consultant report
	18b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 18a above. If such provisions
    are found, it will be a Test pass.	Mortgage
    Loan Documents


 






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	Representations
    and Warranties	         Test	Review Materials
	interruption
    or rental loss insurance which (i) covers a period of not less than 12 months (or with respect to each Mortgage Loan with a
    principal balance of $35 million or more, 18 months); (ii) for a Mortgage Loan with a principal balance of $50 million or
    more contains a 180-day “extended period of indemnity”; and (iii) covers the actual loss sustained during
    restoration. If any material part of the improvements, exclusive of a parking lot,
    located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency
    as having special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available
    under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as-is generally required
    by the mortgage loan seller originating mortgage loans for securitization. If windstorm and/or windstorm related perils
    and/or “named storms” are excluded from the primary property damage insurance policy, the Mortgaged Property is
    insured by a separate windstorm insurance policy issued by an insurer meeting the Insurance Rating Requirements or
    endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount at least equal
    to 100% of the full insurable value on a replacement cost basis of the Improvements and personalty and fixtures owned by the
    mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. The
    Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a
    commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including
    broad-form	18c	Review the Mortgage Loan Documents for provisions requiring business interruption or rental loss insurance
that (i) covers a period of not less than 12 months (or with respect to a Mortgage Loan with a principal balance of $35 million
or more, 18 months); (ii) for a Mortgage Loan with a principal balance of $50 million or more contains a 180-day “extended
period of indemnity”; and (iii) covers the actual loss sustained during restoration. If such provisions are found, it will
be a Test pass.



	Mortgage Loan Documents




	18d	Review the Mortgage Loan Documents to determine if any material part of the improvements, exclusive of a parking
lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency
as having special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available under
the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the mortgage
loan seller originating mortgage loans for securitization. If so determined, it will be a Test pass.



	Mortgage Loan Documents






 


 






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	coverage
    for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally
    required by the mortgage loan seller for loans originated for securitization, and in any event not less than $1 million per
    occurrence and $2 million in the aggregate. An architectural or engineering consultant has performed an analysis of each of
    the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition of such
    property, for the sole purpose of assessing the probable maximum loss (“PML”) for the Mortgaged Property in the
    event of an earthquake. In such instance, the PML or equivalent was based on a 475-year return period, an exposure period of
    50 years and a 10% probability of exceedance. If the resulting report concluded that the PML or equivalent would exceed 20%
    of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by
    an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from
    Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services in an amount not
    less than 100% of the PML or the equivalent.
 The Mortgage Loan documents require insurance proceeds in respect of a
    property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with
    respect to all property losses in excess of 5% of the then-outstanding principal amount of the related Mortgage Loan, the
    lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration
    progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued
    interest thereon. All premiums on all insurance policies referred to in this section required to be paid as of the
    Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and
    assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as
    named or additional insured. Such insurance policies will inure to the benefit of the trustee or the Non-Serviced Trustee for
    Non-Serviced Mortgage Loans. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and,
    at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost
    and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability
    policies) require at least 10 days’	18e	Review the insurance consultant report to determine if windstorm and/or windstorm related perils and/or “named storms” are excluded from coverage. If so, review Diligence File to determine if the property is covered by a windstorm insurance policy covering damage from windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage insurance policy, which policy is issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount at least equal to 100% of the full insurable value on a replacement cost basis of the Improvements and personalty and fixtures owned by the mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a Test pass.	Insurance consultant report; Diligence File
	18f	Review the insurance consultant report dated before the Cut-off Date to determine if it covers the property and is issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by any mortgage loan seller for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	Insurance consultant report
	18g	Review the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If such indication is found, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant, for the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake, based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	Property condition assessment; Seismic engineering study


 



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	Representations and Warranties	 	Test	Review Materials
	prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the mortgage loan seller.	18h	Review the most recent seismic engineering study or insurance consultant report to determine if the PML or equivalent would exceed 20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by

A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services. The insurance amount should be not less than 100% of the PML or the equivalent. If so determined, the ratings are adequate, and the insurance amount is not less than 100% of the PML or the equivalent, it will be a Test pass.	Seismic engineering study; Insurance consultant report
	18i	Review the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	18j	Review the Collective Asset Status Reports for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a notation or other indication is found, it will be a Test pass.	Collective Asset Status Reports
	18k	Review the insurance consultant report to determine if the insurance policies name the lender under any Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If so determined, it will be a Test pass.	Insurance consultant report
	18l	Review the insurance consultant report to determine if the insurance will inure to the benefit of the trustee or the Non-Serviced Trustee for Non-Serviced Mortgage Loans. If so 	Insurance consultant report


 






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	Representations and Warranties	 	Test	Review Materials
	 	 	determined, it will be a Test pass.	 

                                                                                 

	 	18m	Review the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage Loan Documents
	18n	Review the insurance consultant report to determine if the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium. If so determined, it will be a Test pass.	Insurance consultant report
	18o	Review the Collective Asset Status Reports for a notation or other indication that any notice described in Test 18n may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	19. Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for 	19a	Review the zoning report to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.	Zoning report
	19b	Review the zoning report to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.	Zoning report


 






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	Representations and Warranties	 	Test	Review Materials
	creation of separate tax lots, in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.	19c	Review the Title Policy to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If so determined, it will be a Test pass.	Title Policy
	20. No Encroachments. To the mortgage loan seller’s knowledge and based solely on surveys obtained in connection with origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the Title Policy, (b) no improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the Title Policy and (c) no improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or are insured by applicable provisions of the Title Policy.	20a	Review the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the most recently dated Title Policy. If so determined, it will be a Test pass.	Survey; Title Policy
	20b	Review the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property that could materially and adversely affect the value or current use of such Mortgaged Property, which are not insured by applicable provisions of the most recently dated Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy
	20c	Review the survey or Title Policy to determine if there exist improvements that encroach upon any easements and the removal of such encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not insured by applicable provisions of the most recently dated Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy


 






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	Representations and Warranties	 	Test	Review Materials
	21. No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the mortgage loan seller.	21	Review the Mortgage Loan Documents for any shared appreciation or any other contingent interest provisions, any negative amortization feature (other than the accrual of the portion of interest on any ARD Loan in excess of the rate in effect prior to the Anticipated Repayment Date), or an equity participation provision. If no such provision or feature found with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents
	22. REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3) (but determined without regard to the rule in Treasury regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan or related Whole Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan or related Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan or related Whole Loan on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (1) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (2) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan or related Whole Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Code Section 1001, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or related Whole Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification 	22a	Review the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the lender did not exceed the stated principal amount of the Mortgage Note. If so determined, it will be a Test pass.	Origination settlement statement; Mortgage Note
	22b	Review the most recent appraisal and Mortgage Loan Documents to determine if (a) the Mortgage Loan or related Whole Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date such Mortgage Loan or related Whole Loan was originated at least equal to 80% of the initial principal amount of any Mortgage Loan or related Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan or related Whole Loan on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	Appraisal; Mortgage Loan Documents


 






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	Representations and Warranties	 	Test	Review Materials
	for the date the Mortgage Loan or related Whole Loan was originated) or sub clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan or related Whole Loan constitute “customary prepayment penalties” within the meaning of Treasury regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury regulations.	22c	Review the Collective Asset Status Reports for an indication or other notation that the Loan was modified prior to the Closing Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 22 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 22, including the proviso thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	Collective Asset Status Reports
	22d	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the prepayment premium and yield maintenance charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	23. Compliance. The terms of the Mortgage Loan documents evidencing such Mortgage Loan, comply in all material respects with all applicable local, state and federal laws and regulations, and the Seller has complied with all material requirements pertaining to the origination of the Mortgage Loans, including but not limited to, usury and any and all other material requirements of any federal, state or local law to the extent non-compliance would have a material adverse effect on the Mortgage Loan.	23a	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	23b	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	23c	Review the Loan Agreement to determine if it provides that the Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.	Loan Agreement


 


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	Representations and Warranties	 	 Test	Review Materials
	24. Authorized to do Business. To the extent required under applicable law, as of the Closing Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan.	24 	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that as of the date that the mortgage loan seller or any prior lender held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such Mortgage Loan. If so determined, it will be a Test pass.	Collective Asset Status Reports
	25. Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and except in connection with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for reasonable fees paid by the Mortgagor.	25a	Review the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.	Mortgage Loan Documents
	25b	Review the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the Mortgagor or in connection with any full or partial release of the Mortgaged Property or related security for such Mortgage Loan, no fees are payable to such trustee except for reasonable fees paid by the Mortgagor. If so determined, it will be a Test pass.	Mortgage Loan Documents
	26. Local Law Compliance. To the mortgage loan seller’s knowledge, based solely upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non- conformity with zoning laws 	26a	Review the zoning report to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.	Zoning report
	26b	Review the zoning report to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, it will be a Test pass.	Zoning report


 






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	Representations and Warranties	 	Test	Review Materials
	constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the mortgage loan seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations, (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property, or (d) title insurance coverage has been obtained for such nonconformity.	26c	Review the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty or destruction. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	26d	If the zoning report indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the insurance consultant report to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	Zoning report; Insurance consultant report
	27. Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the mortgage loan seller’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the mortgage loan seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy, consents, and other approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all 	27a	Review the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises, certificates of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.	Mortgage Loan Documents
	27b	Review the Mortgage Loan Documents and the Collective Asset Status Reports for a notation or other indication that (a) the mortgage loan seller had knowledge that any licenses, permits, franchises, certificates of occupancy, consents, or other approvals necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy could materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination. If such a notation or other indication is not found, it will be a Test pass.	Mortgage Loan Documents; Collective Asset Status Reports


 






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	regulations, zoning and building laws.	27c	Review the Mortgage Loan Documents for provisions requiring the Mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located, and in compliance in all material respects with all regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28. Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that, as of the date of origination of the related Mortgage Loan, has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that, as of the date of origination of the related Mortgage Loan, has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained in the case of (i) (A) misapplication, misappropriation or conversion of insurance proceeds or condemnation awards or of rents following an event of default, or (B) any security deposits not delivered to lender upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (ii) the Mortgagor’s fraud or intentional misrepresentation; (iii) willful misconduct by the Mortgagor or guarantor; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of material physical waste at the Mortgaged Property, which may, with respect to this clause (v), in certain instances, be limited to acts or omissions of the related Mortgagor, guarantor, property manager or their affiliates, employees or agents.	28a	Review the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28b	Review the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (b)(i) through (b)(v) of representation and warranty 28. If so determined, it will be a Test pass.	Mortgage Loan Documents


 






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	29. Mortgage
    Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material
    portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal
    repayment of not less than a specified percentage at least equal to 115% of the related allocated loan amount of such portion
    of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance defined in paragraph (34)
    below, (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a
    material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in
    the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged
    Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any
    partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a
    “significant modification” of the subject Mortgage Loan within the meaning of Treasury regulations Section 1.860G
    2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the
    meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee or servicer can, in accordance with the related Mortgage Loan
    documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the
    effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for any Mortgage Loan
    originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property after
    the release (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a
    proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80%
    of the principal balance of the Mortgage Loan or related Whole Loan outstanding after the release, the Mortgagor is required
    to make a payment of principal in an amount not less than the amount required by the REMIC provisions of the Code. In the
    case of any Mortgage Loan originated after December 6, 2010, in the event of a taking of any portion of a Mortgaged Property
    by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can
    be required to pay down the principal balance of the Mortgage Loan or related Whole Loan in an amount not less than the
    amount required by the REMIC provisions of the Code and, to such extent, such amount may not be required to be applied to the
    restoration of the Mortgaged Property or 	29a	Review the Mortgage Loan Documents to determine if the only conditions under which a property may be released during the life of the loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 29. If so determined, it will be a Test pass.	Mortgage Loan Documents
	29b	Review the Mortgage Loan Documents to determine if any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 29 (i) for Mortgage Loans originated on or before December 6, 2010, is pursuant to a unilateral option of the Mortgagor within the meaning of Treasury regulations Section 1.1001-3 or (ii) for Mortgage Loans originated after December 6, 2010, is prohibited if the ratio of the value of the remaining Mortgaged Property to the outstanding principal amount of the Mortgage Loan or related Whole Loan, as applicable, is less than 80% (based solely on the value of the real property securing such Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue Procedure 2010-30. If so determined, it will be a Test pass.	Mortgage Loan Documents
	29c	Review the Mortgage Loan Documents to determine if there are provisions that provide that, for any Mortgage Loan originated after December 6, 2010, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan or Whole Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or related Whole Loan. If so determined, it will be a Test pass.	Mortgage Loan Documents


 






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	released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to, the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with, the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or related Whole Loan.

In the case of any Mortgage Loan originated after December 6, 2010, no such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC provisions of the Code.	29d	Review the Mortgage Loan Documents to determine if, for any Mortgage Loan originated after December 6, 2010 and is secured by more than one Mortgaged Property or that is cross- collateralized with another Mortgage Loan, the Mortgage Loan does not permit the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, if the ratio of the value of the remaining Mortgaged Property to the outstanding principal amount of the Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property securing such Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue Procedure 2010-30. If so determined, it will be a Test pass.	Mortgage Loan Documents
	30. Financial Reporting and Rent Rolls. Each Mortgage requires the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements (i) with respect to each Mortgage Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis and (ii) for each Mortgage Loan with an original principal balance greater than $50 million shall be audited by an independent certified public accountant upon the request of the owner or holder of the Mortgage.	30a	Review the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements. If so determined, it will be a Test pass.	Mortgage Loan Documents
	30b	Review the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent. If so determined, it will be a Test pass.	Mortgage Loan Documents
	30c	Review the Mortgage Loan Documents to determine if there is more than one Mortgagor with respect to the Mortgage Loan, and if so determined, review to determine if the annual financial statements for each are required to be in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis. If so determined with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents


 






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	 	30d	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $50 million, and if so, review the Mortgage Loan Documents to determine if the annual financial statements are required to be audited by an independent certified public accountant upon the request of the owner or holder of the Mortgage. If so determined, it will be a Test pass.	Mortgage Loan Documents
	31. Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to the mortgage loan seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms.	31a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so determined, review the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) to determine if they do not specifically exclude acts of terrorism, from coverage, or if they do, there exists in the Diligence File a separate terrorism insurance policy related to the Mortgaged Property. If so determined, it will be a Test pass.	Mortgage Loan Documents; Insurance policy; Diligence File
	31b	Review the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination. If so, review the related special all-risk insurance policy and business interruption policy to determine if they do not, as of the date of origination of the Mortgage Loan, specifically exclude acts of terrorism, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. If so determined with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents; Insurance policy
	31c	Review the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test pass	Insurance policy
	31d	Review the Mortgage Loan Documents to determine if they expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms. If not so determined, it will be a Test pass.	Mortgage Loan Documents


 






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	32. Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to the mortgage loan seller lending on the security of property comparable to the related Mortgaged Property, such as transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies, (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 in this Annex D-1, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the mortgagee relative to such transfer or encumbrance.	32a	Review the Mortgage Loan Documents to determine if there are “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 32. If so determined, it will be a Test pass.	Mortgage Loan Documents
	32b	Review the Mortgage Loan Documents to determine if there are provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If so determined, it will be a Test pass.	Mortgage Loan Documents


 






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	33. Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Mortgage Loan documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross- defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	33a	Review the Mortgage Loan Documents to determine if they require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 33) for at least as long as any Mortgage Loan is outstanding. If so determined, it will be a Test pass.	Mortgage Loan Documents
	33b	Examine the Mortgage Loan Purchase Agreement (“MLPA”) or the Pooling and Servicing Agreement for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut- off Date Balance in excess of $5 million, review the Mortgage Loan Documents and the Mortgagor’s organizational documents to determine if they require that the Mortgagor is a Single Purpose Entity. If so determined, it will be a Test pass.	Mortgage Loan Documents; MLPA; Pooling and Servicing Agreement; Mortgagor’s organizational documents
	33c	Review the MLPA or the Pooling and Servicing Agreement for Closing Date balances, and with respect to Mortgage Loans with a Cut-off Date Balance of $20 million, review the Mortgagor’s Counsel Opinion for an opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.	MLPA; Pooling and Servicing Agreement; Mortgagor’s Counsel Opinion


 


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	34. Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury regulations Section 1.860G- 2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on (A) the maturity date, (B) on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty or (C) if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the related Anticipated Repayment Date, and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 115% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (vi) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	34	Review the Mortgage Loan Documents to determine if there are provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of the representation and warranty. If so determined, it will be a Test pass.	Mortgage Loan Documents
	35. Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of an ARD Loan and situations where default interest is imposed.	35	Review the Mortgage Note or Loan Agreement to determine if there are provisions requiring that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If so determined, it will be a Test pass.	Mortgage Note; Loan Agreement



 



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	36. Ground Leases. For purposes of the MLPA, a “Ground Lease” shall mean a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a ground leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the ground lease and any estoppel or other agreement received from the ground lessor in favor of the mortgage loan seller, its successors and assigns:

(A) The ground lease or a memorandum regarding such ground lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The ground lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the related Mortgage. To the mortgage loan seller’s knowledge, no material change in the terms of the ground lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;(B) The lessor under such ground lease has agreed in a writing included in the related Mortgage File (or in such ground lease) that the ground lease may not be amended, modified, canceled or terminated without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns;

(C) The ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a 	36a	Review the appraisal to determine if the Loan is secured by a Ground Lease (as defined in representation and warranty 36). If so, review the Title Policy and Mortgage Loan Documents to determine if the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If so determined, it will be a Test pass.	Appraisal; Title Policy; Mortgage Loan Documents
	36b	Review the Title Policy and Mortgage Loan Documents to determine if the Ground Lease or memorandum has been recorded or submitted for recordation. If so determined, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	36c	Review the Ground Lease and the ground lessor’s estoppel (or other agreement of the ground lessor) to determine if the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If so determined, it will be a Test pass.	Ground Lease; Ground lessor’s estoppel
	36d	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Closing Date, there was any material change in the terms of any Ground Lease since its recordation. If such a notation or other indication is not found, it will be a Test pass.

If such a notation or other indication is found, review the Mortgage File to determine if the modification agreement or instrument is in the Mortgage File. If so determined, it will be a Test pass.	Collective Asset Status Reports; Mortgage File
	36e	Review the Ground Lease and Ground lessor’s estoppel to determine if the lessor has agreed that the Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the lender and that any such action without such consent is not binding on the lender, its successors or assigns. If so determined, it will be a Test pass.

                                                                                                                          

                                                                                                                          

                                                                                 
	Ground
Lease; estoppel (or other agreement of the ground lessor)








 



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	Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(D) The ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances;

(E)  The ground lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the ground lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor;

(F)  The mortgage loan seller has not received any written notice of default under or notice of termination of such ground lease. To the mortgage loan seller’s knowledge, there is no default under such ground lease and no condition that, but for the passage of time or giving of notice, would result in a default under the terms of such ground lease and to the mortgage loan seller's knowledge, such ground lease is in full force and effect as of the Closing Date;

(G) The ground lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, provides that no notice of default or termination is effective unless such notice is given to the lender, and requires that the ground lessor will supply an estoppel;

(H) A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the ground lease through legal proceedings) to cure any default under the ground lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the ground lease;

(I)   The ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the mortgage loan seller in connection with loans originated for securitization;

(J)  Under the terms of the ground lease, an estoppel or other agreement 	36f	Review the Ground Lease to determine if it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If so determined, it will be a Test pass.	Ground Lease; Estoppel
	36g	Review the Title Policy to determine if the Ground Lease is not subject to any interests, estates, liens or encumbrances superior  to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances. If so determined, it will be a Test pass.	Title Policy
	36h	Review the Ground Lease and any estoppel (or other agreement of the ground lessor) to determine if the Ground Lease does not place restrictions on the identity of the Mortgagee, as determined by the ARR. If so determined, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)
	36i	Review the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the Ground Lease is assignable to the holder of any Mortgage Loan and its successors and assigns without the consent of the lessor, and in the event of such assignment, it is further assignable by the holder of any Mortgage Loan and its successors and assigns without the consent of the lessor. If so determined, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)
	36j	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller has received any written notice of default under or notice of termination of such Ground Lease. If such a notation or other indication is not found, it will be a Test pass.

                                                                                 

                                                                                 

                                                                                 
	Collective Asset Status Reports







 






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	received
from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation
award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking
as addressed in subpart (K)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property
with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender
or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the
payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;
 (K) In the case of
a total or substantial taking or loss, under the terms of the ground lease, an estoppel or other agreement and the related Mortgage
(taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest
in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration,
will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;
and
 (L)  Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has
agreed to enter into a new lease with lender upon termination of the ground lease for any reason, including rejection of the ground
lease in a bankruptcy proceeding.

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	36k	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had knowledge as of the Closing Date that there was a default under such Ground Lease or there existed any condition that, but for the passage of time or giving notice, would result in a default under the terms of such Ground Lease. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	36l	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the Ground Lease was not in full force and effect as of the Closing Date. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	36m	Review the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the lessor is required to give to the lender written notice of any default, and provides that no notice of default or termination is effective unless such notice is given to the lender, and requires that the ground lessor will supply an estoppel. If so determined, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)
	36n	Review the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the lender is permitted an opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease. If so determined, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)
	36o	Review the Ground Lease to determine if it does not impose any unreasonable restrictions on subletting. If so determined, it will be a Test pass.	Ground Lease




  



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	 	36p	Review the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan Documents to determine if there are provisions that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (K)) are required to be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If so determined, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	36q	Review the Ground Lease, estoppel (or other agreement of the ground lessor), and Mortgage Loan Documents to determine if, in the case of a total or substantial taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of any Mortgage Loan, together with any accrued interest. If so determined, it will be a Test pass.	Ground Lease; stoppel (or other agreement of the ground lessor); Mortgage Loan Documents
	36r	Review the Ground Lease or estoppel (or other agreement of the ground lessor) to determine if the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding, provided that the lender cures any defaults which are susceptible to being cured. If so determined, it will be a Test pass.	Ground Lease; Estoppel (or other agreement of the ground lessor)







 






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	37. Servicing. The servicing and collection practices used by the mortgage loan seller in respect of each Mortgage Loan complied in all material respects with all applicable laws and regulations and was in all material respects legal, proper and prudent, in accordance with mortgage loan seller’s customary commercial mortgage servicing practices.	37	Review the Collective Asset Status Reports for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the mortgage loan seller in respect of the Mortgage Loan did not comply in all material respects with all applicable laws and regulations or was not in all material respects legal, proper and prudent, in accordance with mortgage loan seller’s customary commercial mortgage servicing practices. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports
	38. ARD Loan. Each Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan starts to amortize no later than the Due Date of the calendar month immediately after the calendar month in which such ARD Loan closed and substantially fully amortizes over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. Each ARD Loan has an Anticipated Repayment Date not less than five years following the origination of such Mortgage Loan. If the related Mortgagor elects not to prepay its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing terms of the Mortgage Loan or a unilateral option (as defined in Treasury regulations under Section 1001 of the Code) in the Mortgage Loan exercisable during the term of the Mortgage Loan, (i) the Mortgage Loan’s interest rate will step up to  an interest rate per annum as specified in the related Mortgage Loan documents; provided, however, that payment of such Excess Interest shall be deferred until the principal of such ARD Loan has been paid in full; (ii) all or a substantial portion of the excess cash flow (which  is net of certain costs associated with owning, managing and operating the related Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all excess cash flow will be applied to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any increase in the related Mortgage Interest Rate on such Mortgage Loan’s Anticipated Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date.	38a	Review the Mortgage Loan Schedule to determine if the Mortgage Loan is an ARD Loan. If so determined, review the Mortgage Loan Documents to determine if the Mortgage Loan has the provisions described in the first two sentences of the representation and warranty. If so determined with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Schedule; Mortgage Loan Documents
	38b	If the Mortgage Loan is an ARD Loan, review the Mortgage Loan Documents to determine if there are the provisions required by clauses (i) through (iii) of the third sentence of representation

38. If so determined, it will be a Test pass.	Mortgage Loan Documents
	38c	If the Mortgage Loan is an ARD Loan, review the Mortgage Loan Documents to determine if the property manager for the related Mortgaged Property cannot be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date. If so determined, it will be a Test pass.

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
	Mortgage Loan Documents




 



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	39. Rent Rolls; Operating Histories. The mortgage loan seller has obtained a rent roll (each, a “Certified Rent Roll”) other than with respect to hospitality properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The mortgage loan seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related Mortgage Loan. The Certified Operating Histories collectively report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for such shorter period of time, it being understood that for mortgaged properties acquired with the proceeds of a Mortgage Loan, Certified Operating Histories may not have been available.	39a	Determine that there is one or more Certified Rent Rolls in the Diligence File for all properties other than hospitality properties, or, with respect to properties other than hospitality properties, a representation as to the accuracy of the rent roll or rent rolls is made by the Mortgagor in the Mortgage Loan Documents. If there are Certified Rent Rolls, determine if they have been certified by the Mortgagor or the guarantor(s) as being accurate and complete in all material respects within 180 days of the date of origination of any Mortgage Loan. If so determined as to each part of this Test, it will be a Test pass.	Diligence File; Certified Rent Roll; Mortgage Loan Documents
	39b	Determine that there are operating histories for each Mortgaged Property that are certified by the Mortgagor or the guarantor(s) as being accurate and complete in all material respects within 180 days of the date of origination of the related Mortgage Loan. If so determined, it will be a Test pass.	Operating statements; Mortgage Loan Documents
	39c	For any Mortgaged Property not acquired with the proceeds of any Mortgage Loan, review the Certified Operating Histories to determine if they report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for such shorter period of time. If so determined, it will be a Test pass.	Certified Operating Histories
	40. No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and as of the Closing Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the mortgage loan seller’s knowledge, there is (a) no, and since origination there has been no, material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but 	40a	Review the Servicing File and the Collective Asset Status Reports for a notation or other indication that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments since origination, and (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Closing Date. If such a notation or other indication is not found, it will be a Test pass.	Servicing File; Collective Asset Status Reports




 



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	not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the mortgage loan seller in Exhibit C to the MLPA. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

                                                                                                                                                                    

                                                                                                                                                                    

                                                                                                                                                                    

                                                                                                                                                                    

                                                                                 
	40b	Review the Servicing File and the Collective Asset Status  Reports for a notation or other indication that (a) as of the Closing Date or since origination (i) there was a material default, breach, violation or event of acceleration existing under the related Mortgage Loan or (b) as of the Closing Date, there was an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration (it being understood that the ARR will not deem as evidence any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by any mortgage loan seller in Exhibit C to the MLPA). If such a notation or other indication is not found, it will be a Test pass.	Servicing File; Collective Asset Status Reports
	41. Bankruptcy. In respect of each Mortgage Loan, as of the date of origination of the Mortgage Loan and to the mortgage loan seller’s knowledge as of the Cut-off Date, the related Mortgagor is not a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding.	41	Review the Lexis/Nexis (or comparable) search and Collective Asset Status Reports for a notation or other indication that the Mortgagor was a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding on the date of origination and/or, that the mortgage loan seller had any knowledge of the above information as of the Cut-off Date. If such notation or other indication is not found, it will be a Test pass.	Lexis/Nexis (or comparable) search; Collective Asset Status Reports
	42. Organization of Mortgagor. The mortgage loan seller has obtained an organizational chart or other description of each Mortgagor which identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling person for such Mortgagor) (the “Controlling Owner”) and all owners that hold a 20% or greater direct ownership share (i.e., the “Major Sponsors”). The mortgage loan seller (1) required questionnaires to be completed by each 	42a	Review the Diligence File to determine if it includes an organizational chart or other description of each Mortgagor in the Diligence File which purports to identify all Controlling Owners and Major Sponsors. If so determined, it will be a Test pass.	Diligence File; Organizational chart




 



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	Controlling Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding such Controlling Owner’s or guarantor’s prior history for at least 10 years regarding any bankruptcies or other insolvencies, any felony convictions, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis, or a similar service designed to elicit information about each Controlling Owner, Major Sponsor and guarantor regarding such Controlling Owner’s, Major Sponsor’s or guarantor’s prior history for at least 10 years regarding any bankruptcies or other insolvencies, any felony convictions, and provided, however, that records searches were limited to the last 10 years. (clauses (1) and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge of the mortgage loan seller, no Major Sponsor or guarantor (i) was in a state of federal bankruptcy or insolvency proceeding, (ii) had a prior record of having been in a state of federal bankruptcy or insolvency, or (iii) had been convicted of a felony.	42b	Review the Diligence File to determine if the Sponsor Diligence is included. If so determined, it will be a Test pass.	Diligence File
	43. Environmental Conditions. At origination, each Mortgagor represented and warranted that to its knowledge no hazardous materials or any other substances or materials which are included under or regulated by environmental laws are located on, or have been handled, manufactured, 	43a	Review the Mortgage Loan Documents to determine if they include a representation and warranty by the Mortgagor described in the first sentence of representation and warranty 43. If so determined, it will be a Test pass.	Mortgage Loan Documents




 



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	generated,
    stored, processed, or disposed of on or released or discharged from the Mortgaged Property, except as disclosed by a Phase I
    environmental assessment (or a Phase II environmental assessment, if applicable) delivered in connection with the origination
    of the Mortgage Loan or except for those substances commonly used in the operation and maintenance of properties of kind and
    nature similar to those of the Mortgaged Property in compliance with all environmental laws and in a manner that does not
    result in contamination of the Mortgaged Property. A Phase I environmental site assessment (or update of a previous Phase I
    and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment
    (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in
    connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was
    prepared), and such ESA (i) did not reveal any known circumstance or condition that rendered the Mortgaged Property at the
    date of the ESA in material noncompliance with applicable environmental laws or the existence of recognized environmental
    conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter
    “Environmental Condition”) or the need for further investigation, or (ii) if any material
    noncompliance with environmental laws or the existence of an Environmental Condition or need for further investigation was
    indicated in any such ESA, then at least one of the following statements is true: (A) 125% of the funds reasonably estimated
    by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with
    applicable environmental laws or the Environmental Condition has been escrowed by the related Mortgagor and is held by the
    related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in
    indoor air, lead based paint, or lead in drinking water, and the only recommended action in the ESA is the institution of
    such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can
    reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related
    environmental report was remediated or abated in all material respects prior to the Cut-off Date, and, as appropriate, a no
    further action or closure	43b	Review the Diligence File to determine if an ESA is included. If so determined, review the ESA to determine that the ESA was conducted in connection with the Mortgage Loan within 12 months prior to its origination date, and to confirm that the ESA on its face (i) did not reveal any known circumstance or condition that rendered the Mortgaged Property at the date of the ESA in material noncompliance with applicable environmental laws or the existence of recognized environmental conditions or the need for further investigation, or (ii) if any material noncompliance with environmental laws or the existence of an Environmental Condition (as defined in representation and warranty 43) or need for further investigation was indicated in any such ESA, then the following procedures will be performed:  (43b-1 through 43b-5)

1. Review escrow statements in the Diligence File used to determine if 125% of the funds reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the Mortgagor and is held by the lender.

2. If the determination in subpart 1 cannot be made and if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint, or lead in drinking water, and the only recommended action in the ESA is the institution of an operations or maintenance plan, review the Diligence File to determine if there exists an operations or maintenance plan regarding such Environmental Condition. If so determined, confirm that the plan on its face appears to be expected to mitigate the identified risk.

3. If the determination in subpart 1 cannot be made and the determination in subpart 2 cannot be made or such subpart is not applicable, review the Diligence File to determine if any Environmental Condition identified was remediated or abated in all material respects prior to the Cut-off Date, or that a no further action or closure letter was obtained from the applicable governmental regulatory authority (or to determine if the 	Diligence File;  ESA; Escrow statements; Operations or maintenance plan; No further action letter; Closure letter; Environmental policy or lender's pollution legal liability policy
	 




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        letter was obtained from the applicable
        governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed
        by such governmental authority as administratively “closed” or a reputable environmental consultant has concluded
        that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance
        policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was
        obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., Standard &
        Poor’s Ratings Services and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor with assets reasonably
        estimated to be adequate to effect all necessary remediation was identified as the responsible party for such condition or
        circumstance; or (F) a party related to the Mortgagor with assets reasonably estimated to be adequate to effect all necessary
        remediation was identified as the responsible party for such condition or circumstance is required to take action. The ESA
        will be part of the Servicing File; and to the mortgage loan seller’s knowledge, except as set forth in the ESA, there
        is no (i) known circumstance or condition that rendered the Mortgaged Property in material noncompliance with applicable
        environmental laws, (ii) Environmental Conditions (as such term is defined in ASTM E1527-05 or its successor), or (iii) need
        for further investigation. In the case of each Mortgage Loan set forth on Schedule I to the MLPA, (i) such Mortgage Loan is
        the subject of an environmental insurance policy, issued by the issuer set forth on Schedule I (the “Policy
        Issuer”) and effective as of the date thereof (the “Environmental Insurance Policy”),
        (ii) as of the date of origination of the Mortgage Loan and to the mortgage loan seller's knowledge as of the Cut-off Date
        the Environmental Insurance Policy is in full force and effect, there is no deductible and the trustee is a named insured
        under such policy, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property was
        constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related
        Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint
        (“LBP”), and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the mortgage loan seller, for the remediation of the problem,
	 	environmental issue affecting the  Mortgaged Property was otherwise listed by such governmental authority as administratively “closed” or a reputable environmental consultant has concluded that no further action is required).

4. If the determinations in subparts 1 and 3 cannot be made and the determination in subpart 2 cannot be made or such subpart  is not applicable, review the Diligence File to determine if there exists an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.

5. If the determinations in subparts 1, 3 and 4 cannot be made and the determination in subpart 2 cannot be made or such subpart is not applicable, review the Diligence File to determine if a party with assets reasonably estimated to be adequate to effect all necessary remediation was identified as the responsible party for such condition or circumstance.

If the matters set forth in any of subparts 1 through 5 above can be made, it will be a Test pass.	 
	

                                                                                                                                                        

                                                                                                                                                        

                                                                                                                                                        

                                                                                                                                                        

                                                                                                                                                        

                                                                                 
	43c	Review the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the mortgage loan seller had knowledge as of the Closing Date of (a) a known circumstance or condition, not set forth in the ESA, that rendered the Mortgaged Property in material noncompliance with applicable environmental laws, and (b) any Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) not set forth in the ESA or (c) there is a need for further investigation not set forth in the ESA. The ARR will obtain the ESA from the Diligence File and review for disclosure of the known circumstances or conditions. If such a notation or other indication is not found, it will be a Test pass.	Collective Asset Status Reports; ESA


 


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	and/or (B)
agreed in the Mortgage Loan documents to establish an operations and maintenance plan after the closing of the Mortgage Loan that
should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the
effective date of the Environmental Insurance Policy, the mortgage loan seller as originator had no knowledge of any material
and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or
RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a Mortgagor
questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and
(v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term
of such policy extends at least five years beyond the maturity of the Mortgage Loan.

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

                                                                                 
	43d	Review Schedule I to the MLPA, if the Mortgage Loan is listed on Schedule I, also review the Diligence File to determine if the Mortgage Loan is the subject of an Environmental Insurance Policy. If so, review such Environmental Insurance Policy to determine if it was issued by a Policy Issuer identified on Schedule I to the MLPA. If so determined, it will be a Test pass.	Schedule I to MLPA; Diligence File; Environmental Insurance Policy
	43e	Review the Environmental Insurance Policy to determine if the policy was in full force and effect as of the date of origination and as of the Cut-off Date, there is no deductible, and the Trustee is a named insured under such policy. If so determined, it will be a Test pass.	Environmental Insurance Policy; Servicing records
	43f	Review the Diligence File to determine if there exists a property condition assessment or engineering report.  For Mortgaged Properties constructed prior to 1985, review the related report to determine if it addresses asbestos containing materials. If so determined with respect to each part of the Test, it will be a Test pass.	Diligence File; Property condition assessment; Engineering report
	43g	Review the appraisal to determine if the property is a multifamily property. If so, review the Diligence File to determine if there exists a property condition report or engineering report. Review the related report to determine if there is a radon gas and lead based paint section in the report. If so determined, it will be a Test pass.	Appraisal; Diligence File; Property condition assessment; engineering report
	43h	Review the most recently dated property condition assessment or engineering report for disclosures of the existence of a material and adverse environmental condition or circumstance affecting the Mortgaged Property. If so, determine  if the related Mortgagor (A) was required to remediate the identified condition prior to closing any Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by any mortgage loan seller, for the remediation of the problem, and/or (B) agreed in any documents in the Mortgage File to establish an operations and maintenance plan after the closing of any Mortgage Loan that should reasonably be expected to mitigate the environmental risk. If so determined, it will be a Test pass.	Property condition assessment; Engineering report; Remediation agreement; Mortgage Loan Documents




 


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	Representations
    and Warranties	 	Test	Review
    Materials
	 	43i	Review
the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, in the case of a Mortgage
Loan set forth on Schedule I to the MLPA, on the effective date of the Environmental Insurance Policy, the mortgage loan seller
had knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than
the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application
for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided
to the Policy Issuer. If such a notation or other indication is not found, it will be a Test pass.

                                                                                 
	Collective
    Asset Status Reports
	43j	Review
the Environmental Insurance Policy to determine if the premium of any Environmental Insurance Policy has been paid through the
maturity of the policy’s term and the term of such policy extends at least five years beyond the maturity of any Mortgage
Loan. If so determined, it will be a Test pass.
 
	Environmental
    Insurance Policy
	44.
    Lease Estoppels. With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property
    leased to a single tenant, the mortgage loan seller reviewed such estoppel obtained from such tenant no earlier than 90 days
    prior to the origination date of the related Mortgage Loan, and to the mortgage loan seller’s knowledge based solely
    on the related estoppel certificate, the related lease is in full force and effect or if not in full force and effect, the
    related space was underwritten as vacant, subject to customary reservations of tenant’s rights, such as, without limitation,
    with respect to common area maintenance (“CAM”) and pass-through audits and verification of landlord’s
    compliance with co-tenancy provisions. With respect to each Mortgage Loan predominantly secured by a retail, office or industrial
    property, the mortgage loan seller has received lease estoppels executed within 90 days of the origination date of the related
    Mortgage Loan that collectively account for at least 65% of the in-place base rent for the Mortgaged Property or set of cross- 
	44a	Review
    the appraisal to determine if the property is a retail, office, or industrial property, and if so, review the Certified Rent
    Roll to determine if the property is leased to a single tenant. If so, review the estoppel to determine if it was obtained
    from such tenant no earlier than 90 days prior to the origination date of the Mortgage Loan. If so determined, it will be
    a Test pass. 
	Estoppel;
    Certified Rent Roll; Appraisal
	44b	Review
    the estoppel certificate referenced in Test 44a and the asset summary report to determine if (i) the related lease is in full
    force and effect, subject to customary reservations of tenant’s rights, such as, without limitation, with respect to
    CAM and pass- through audits and verification of landlord’s compliance with co- tenancy provisions, or (ii) if there
    is no estoppel certificate, the property was underwritten as vacant. If the matters set forth in clause (i) or (ii) are so
    determined, it will be a Test pass. 
	Estoppels;
    Diligence File; Asset summary report


 




    	QQ-43



    	 



    

 





	Representations
    and Warranties	 	Test	Review
    Materials
	collateralized
    properties that secure a Mortgage Loan that is represented on the Certified Rent Roll. To the mortgage loan seller’s
    knowledge, each lease represented on the Certified Rent Roll is in full force and effect, subject to customary reservations
    of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance
    with co-tenancy provisions.	44c	Review
    the appraisal to determine if the Mortgage Loan is predominantly secured by a retail, office, or industrial property. If so,
    review the Diligence File to determine if lease estoppels executed within 90 days of the origination date of the Mortgage
    Loan were received that collectively account for at least 65% of the in-place base rent for the Mortgaged Property or set
    of cross- collateralized properties that secure a Mortgage Loan that is represented on the Certified Rent Roll. If so determined
    with respect to each part of this Test, it will be a Test pass. 
	Appraisal;
    Diligence File
	44d	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that, as of the Closing Date,
    and subject to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification
    of landlord’s compliance with co-tenancy provisions, the mortgage loan seller had knowledge that any lease represented
    on the Certified Rent Roll was not in full force and effect. If such a notation or other indication is not found, it will
    be a Test pass.
	Collective
    Asset Status Reports; Certified Rent Roll
	45.
    Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within
    6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser
    who is a Member of the Appraisal Institute (“MAI”) and, to the mortgage loan seller’s knowledge,
    had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof,
    and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented
    in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards
    of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. The related
    appraisal contained a statement or was accompanied by a letter from the related appraiser to the effect that the appraisal
    was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989,
    as in effect on the date the related appraisal was completed.	45a	Review
    the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and with 12 month of the
    Closing Date. If so determined, it will be a Test pass. 
	Appraisal
	45b	Review
    the appraisal to determine if it was signed by an appraiser represented to be an MAI. If so determined, it will be a Test
    pass.	Appraisal
	45c	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the
    appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of
    the Mortgaged Property. If so determined, it will be a Test pass.	Appraisal
	45d	Review
    the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the
    appraiser’s compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will
    be a Test pass.	Appraisal


 




    	QQ-44



    	 



    




 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	45e	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional appraisal Practice” as adopted by the appraisal Standards Board of the
    appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	45f	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal was performed in accordance
    with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date
    the related appraisal was completed.  If so determined, it will be a Test pass.	Appraisal
	46.
    Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage
    Loan Schedule attached as an exhibit to the MLPA is true and correct in all material respects as of the Cut-off Date and contains
    all information required by the PSA to be contained therein.	46a	Review
    the Mortgage Loan Schedule attached as an exhibit to the MLPA and compare it to the corresponding information in (i) Annex
    A to the final prospectus (ii) Mortgage Loan Documents,

    (iii) Pooling and Servicing Agreement, and (iv) asset summary report to determine if there are discrepancies between the documents.  If
    there are no such discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; MLPA; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary
    report
	46b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they
    match. If there are no discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Pooling and Servicing Agreement
	47.
    Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that
    is outside the Mortgage Pool.	47	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage
    Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.	Mortgage
    Loan Documents
	48.
    Advance of Funds by the Mortgage Loan Seller. No advance of funds has been made by the mortgage
    loan seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or
    an affiliate, directly, or, to the knowledge of the mortgage loan seller, indirectly for, or on account of, payments due on
    the Mortgage Loan. Neither the mortgage loan seller nor any affiliate thereof has any obligation to make any capital contribution
    to any Mortgagor under a 	48a	Review
    the Collective Asset Status Reports for a notation or other indication that, as of the Closing Date, an advancement of funds
    had been made by the mortgage loan seller to the related Mortgagor, or that funds have been received from any person other
    than the Mortgagor or an affiliate, directly, for, or on account of, payments due on the Mortgage Loan. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports


 




    	QQ-45



    	 



    




 


	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage
    Loan, other than contributions made on or prior to the Closing Date.	48b	Review
    the Mortgage Loan Documents to determine if the mortgage loan seller, or an affiliate, has an obligation to make any capital
    contribution to the Mortgagor, other than contributions made on or prior to the Closing Date. If not so determined, it will
    be a Test pass.	Mortgage
    Loan Documents
	49.
    Compliance with Anti-Money Laundering Laws. The mortgage loan seller has complied with its internal
    procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA
    Patriot Act of 2001 in connection with the origination of the Mortgage Loan.	49	Review
    the Collective Asset Status Reports for a notation or other indication of any claim or assertion that the mortgage loan seller
    did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including
    without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan. If such a notation
    or other indication is not found, it will be a Test pass.	Collective
    Asset Status Reports



 






    	QQ-46



    	 



    




 


EXHIBIT
RR


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


[Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services – CSAIL 2015-C5


Email: trustadministrationgroup@wellsfargo.com]


 


		Attention:	CSAIL
                                         2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C5, Class Certificates



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of February 1, 2016 (the “Pooling and Servicing Agreement”), by and among Credit Suisse Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator,
Pentalpha Surveillance LLC, as Asset Representations Reviewer and as Operating Advisor, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows: 


 


		1.	The
                                         undersigned is an authorized representative of [________________________].



  


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



  


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 






    	Exhibit RR-1



    	 



    

 


		4.	[The
                                         undersigned not a Certificateholder, a beneficial owner or a prospective purchaser of
                                         any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified. 


	 	 	 
	 	[NAME OF PARTY],

    as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 


Dated:
_______





	 	 	 
	[Credit Suisse Commercial Mortgage Securities Corp.,
    as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 






 


 









 


*     Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 






    	Exhibit RR-2



    	 



    

 


EXHIBIT
SS


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE 

LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET 

REVIEW TRIGGER]


 


[Date]


 


	[KeyBank
        National Association 

        11501
        Outlook Street, Suite 300 

        Overland
        Park, Kansas 66211 

        Attention:
        Diane Haislip]
	 


        Pentalpha
        Surveillance LLC 

        375
        N. French Road, Suite 100 

        Amherst,
        New York 14228 

        Attention:
        Don Simon, Chief Operating Officer

	 	 
	[Rialto
        Capital Advisors, LLC 

        790
        NW 107th Avenue, 4th Floor 

        Miami,
        Florida 33172 

        Attention:
        Liat Heller]
	 
	 	 


		Attention:	CSAIL
                                         2016-C5 Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series
                                         2016-C5, Class Certificates



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of February 1, 2016 (the “Pooling and
Servicing Agreement”), by and among Credit Suisse Commercial Mortgage Securities Corp., as Depositor, [KeyBank National
Association], as Master Servicer, [Rialto Capital Advisors, LLC], as Special Servicer, [Wells Fargo Bank, National Association],
as Trustee and as Certificate Administrator, and [Pentalpha Surveillance LLC], as Asset Representations Reviewer and as Operating
Advisor, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


1.    _____    An
additional Mortgage Loan has become a Delinquent Loan.


 


2.    _____    A
Mortgage Loan has ceased to be a Delinquent Loan.


 


3.    _____     An
Asset Review Trigger has ceased to exist. 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    	Exhibit SS-1



    	 



    

 





	 	 	 
	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the CSAIL 2016-C5 Commercial Mortgage Trust,
    Commercial Mortgage Pass-Through Certificates, Series 2016-C5
	 	 	 
	 	By:	
	 	 	[Name]
	 	 	[Title]


 






    	Exhibit SS-2



    	 



    

 


Schedule
1


 


Mortgage
Loans with Additional Debt


 






    	Schedule 1-1



    	 



    

 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


See
Annex E to the Prospectus.


 






    	Schedule 2-1



    	 



    

 


Schedule
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” 

Escrows or Reserves exceeding 10% of the
initial principal 

balance


 


[NONE]


 






    	Schedule 3-1